Exhibit 3.2


                                     BY-LAWS

                                       OF

                          OMNICORDER TECHNOLOGIES, INC.

                            (a Delaware corporation)

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                                TABLE OF CONTENTS

                                     BY-LAWS
                                       OF
                          OMNICORDER TECHNOLOGIES, INC.
                            (A DELAWARE CORPORATION)

                                                                            PAGE

   ARTICLE 1  NAME AND OFFICES...............................................1
         1.1      Name.......................................................1

         1.2      Registered Office and Agent................................1

         1.3      Other Offices..............................................1

   ARTICLE 2  DIRECTORS......................................................2
         2.1      Management Powers..........................................2

         2.2      Number and Qualification...................................2

         2.3      Election and Term..........................................2

         2.4      Voting on Directors........................................2

         2.5      Vacancies and New Directorships............................2

         2.6      Removal and Resignation....................................3

         2.7      Meetings...................................................3

         2.8      Action Without Meetings....................................4

         2.9      Committees.................................................4

         2.10     Executive Committee........................................6

         2.11     Presumption of Assent......................................6

         2.12     Compensation...............................................6

         2.13     Maintenance of Records.....................................6

         2.14     Interested Directors and Officers..........................7

         2.15     Minutes....................................................7

         2.16     Advisory Directors.........................................7

   ARTICLE 3  STOCKHOLDERS ..................................................8
         3.1      Place of Meetings..........................................8

         3.2      Annual Meetings............................................8

         3.3      Special Meetings...........................................8

         3.4      Record Date................................................8

         3.5      Notice.....................................................8

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         3.6      Voting List................................................8

         3.7      Quorum.....................................................9

         3.8      Withdrawal of Quorum.......................................9

         3.9      Stockholder Proposals......................................9

         3.10     Nomination of Directors...................................10

         3.11     Requisite Vote............................................11

         3.12     Voting at Meeting.........................................11

         3.13     Conduct of Meetings.......................................12

         3.14     Inspectors of Elections...................................13

         3.15     Action Without Meetings...................................13

         3.16     Record Date For Action Without Meetings...................14

         3.17     Preemptive Rights.........................................14

   ARTICLE 4  OFFICERS AND AGENTS...........................................14
         4.1      Designation...............................................14

         4.2      Election of Officers......................................15

         4.3      Qualifications............................................15

         4.4      Term of Office............................................15

         4.5      Authority.................................................15

         4.6      Removal And Resignation...................................15

         4.7      Vacancies.................................................15

         4.8      Compensation..............................................15

         4.9      Chairman of the Board.....................................15

         4.10     Vice Chairman.............................................16

         4.11     Chief Executive Officer...................................16

         4.12     Chief Operating Officer...................................16

         4.13     President.................................................16

         4.14     Vice Presidents...........................................17

         4.15     Secretary.................................................17

         4.16     Assistant Secretaries.....................................17

         4.17     Treasurer.................................................17

         4.18     Assistant Treasurers......................................18

         4.19     Bonds.....................................................18

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   ARTICLE 5  NOTICES.......................................................18
         5.1      Method of Notice..........................................18

         5.2      Waiver....................................................19

         5.3      Exception to Requirement of Notice........................19

   ARTICLE 6  INDEMNIFICATION...............................................19
         6.1      Mandatory Indemnification.................................19

         6.2      Determination of Indemnification..........................20

         6.3      Advancement of Expenses...................................20

         6.4      Permissive Indemnification................................21

         6.5      Nature of Indemnification.................................21

         6.6      Insurance.................................................21

   ARTICLE 7  STOCK CERTIFICATES AND TRANSFER REGULATIONS...................22
         7.1      Description of Certificates...............................22

         7.2      Entitlement to Certificates...............................22

         7.3      Signatures................................................22

         7.4      Issuance of Certificates..................................22

         7.5      Payment For Shares........................................22

         7.6      Record Date...............................................23

         7.7      Registered Owners.........................................23

         7.8      Lost, Stolen or Destroyed Certificates....................24

         7.9      Registration of Transfers.................................24

         7.10     Restrictions on Transfer and Legends on Certificates.....25

   ARTICLE 8  GENERAL PROVISIONS............................................26
         8.1      Dividends.................................................26

         8.2      Reserves..................................................26

         8.3      Books and Records.........................................26

         8.4      Annual Statement..........................................27

         8.5      Contracts and Negotiable Instruments......................27

         8.6      Fiscal Year...............................................27

         8.7      Corporate Seal............................................27

         8.8      Amendment of By-laws......................................27

         8.9      Construction..............................................27

         8.10     Telephone Meetings........................................27

         8.11     Table of Contents; Captions...............................28

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                                     BY-LAWS

                                       OF

                          OMNICORDER TECHNOLOGIES, INC.
                            (A DELAWARE CORPORATION)

                                    ARTICLE 1

                                NAME AND OFFICES

         1.1 Name. The name of the Corporation is OmniCorder Technologies, Inc.,
hereinafter referred to as the "Corporation."

         1.2 Registered Office and Agent. The Corporation shall establish,
designate and continuously maintain a registered office and agent in the State
of Delaware, subject to the following provisions:

                  (a) Registered Office. The Corporation shall establish
and continuously maintain in the State of Delaware a registered office which may
be, but need not be, the same as its place of business.

                  (b) Registered Agent. The Corporation shall designate and
continuously maintain in the State of Delaware a registered agent, which agent
may be either an individual resident of the State of Delaware whose business
office is identical with such registered office, or a domestic corporation or a
foreign corporation authorized to transact business in the State of Delaware,
having a business office identical with such registered office.

                  (c) Change of Registered Office or Agent. The Corporation
may change its registered office or change its registered agent, or both, upon
the filing in the Office of the Secretary of State of Delaware of a statement
setting forth the facts required by law, and executed for the Corporation by its
Chief Executive Officer, President, a Vice President or other duly authorized
officer.

          1.3 Other Offices. The Corporation may also have offices at such other
places within and without the State of Delaware as the Board of Directors may,
from time to time, determine the business of the Corporation may require.

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                                    ARTICLE 2

                                    DIRECTORS

          2.1 Management Powers. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-laws directed or required to be exercised or done by the
stockholders. The Board of Directors may, from time to time, delegate authority
in connection with the day to day management of the business and affairs of the
Corporation, as provided in these By-laws, to the Officers of the Corporation
and/or to such other persons, committees, or entities as the Board of Directors
may deem necessary or desirable in order to effectuate the purposes of the
Corporation. No such delegation of authority by the Board of Directors shall
relieve it of its responsibilities or preclude it from exercising any authority
required to meet its responsibilities for the conduct of the business and
affairs of the Corporation, and the Board of Directors shall retain the right to
rescind any such delegation of authority.

          2.2 Number and Qualification. The Board of Directors shall consist of
not less than one (1) member nor more than fifteen (15) members; provided,
however, the initial Board of Directors shall consist of nine (9) members.
Directors need not be residents of the State of Delaware nor stockholders of the
Corporation. Each Director shall qualify as a Director following election as
such by agreeing to act or acting in such capacity. The number of Directors
shall be fixed, and may be increased or decreased, from time to time by
resolution of the Board of Directors without the necessity of a written
amendment to the By-laws of the Corporation; provided, however, no decrease
shall have the effect of shortening the term of any incumbent Director.

          2.3 Election and Term. Members of the Board of Directors shall hold
office until the annual meeting of the stockholders of the Corporation and until
their successors shall have been elected and qualified. At the annual meeting of
stockholders, the stockholders entitled to vote in an election of Directors
shall elect Directors to hold office until the next succeeding annual meeting of
the stockholders. Each Director shall hold office for the term for which he is
elected, and until his successor shall be elected and qualified or until his
death, resignation or removal, if earlier.

          2.4 Voting on Directors. Directors shall be elected by the vote of the
holders of a plurality of the shares entitled to vote in the election of
Directors and represented in person or by proxy at a meeting of stockholders at
which a quorum is present. Cumulative voting in the election of Directors is
expressly prohibited.

          2.5 Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
elected by all the stockholders having the right to vote as a single class may
be filled by the affirmative vote of a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director, or by the

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requisite vote of the stockholders at an annual meeting of the stockholders or
at a special meeting of the stockholders called for that purpose, and the
Directors so elected shall hold office until their successors are elected and
qualified. If the holders of any class or classes of stock or series of stock of
the Corporation are entitled to elect one or more Directors by the Certificate
of Incorporation or Certificate of Designations applicable to such class or
series, 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, and the Directors so elected shall hold office until the next election
of the class for which such Directors shall have been chosen, and until their
successors shall be elected and qualified. For purposes of these By-laws, a
"vacancy" shall be defined as an unfilled directorship arising by virtue of the
death, resignation or removal of a Director theretofore duly elected to serve in
such capacity in accordance with the relevant provisions of these By-laws.

          2.6 Removal and Resignation. Any Director may be removed either for or
without cause at any duly convened special or annual meeting of stockholders, by
the affirmative vote of a majority in number of shares of the stockholders
present in person or by proxy at any meeting and entitled to vote for the
election of such Director, provided notice of intention to act upon such matter
shall have been given in the notice calling such meeting. Any Director may
resign at any time by submitting a resignation in writing to the Board of
Directors or to the Chief Executive Officer of the Corporation. Any such
resignation shall take effect upon receipt of such resignation if no date is
specified in the resignation, or, if a later date is specified in the
resignation, upon such later date. Unless otherwise specified in the
resignation, the acceptance of such resignation shall not be necessary to make
it effective. An ex-officio member of the Board of Directors shall automatically
cease to serve in such capacity if such member shall cease to hold the position
specified as the basis for such ex-officio membership.

          2.7 Meetings. The meetings of the Board of Directors shall be held and
conducted subject to the following regulations:

                  (a) Place. Meetings of the Board of Directors of the
Corporation, annual, regular or special, are to be held at the principal office
or place of business of the Corporation, or such other place, either within or
without the State of Delaware, as may be specified in the respective notices, or
waivers of notice, thereof.

                  (b) Annual Meeting. The Board of Directors shall meet
each year immediately after the annual meeting of the stockholders, at the place
where such meeting of the stockholders has been held (either within or without
the State of Delaware), for the purpose of organization, election of officers,
appointment of members to the committees established by the Board of Directors,
and consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the Board of
Directors for such annual meeting shall be required.

                  (c) Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and at such place or places as
shall from time to time be determined and designated by the Board.

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                  (d) Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Chief Executive
Officer or the President of the Corporation on notice of two (2) days to each
Director either personally or by mail or by telegram, telex or facsimile
transmission and delivery. Special meetings of the Board of Directors shall be
called by the Chairman of the Board or the President or Secretary in like manner
and on like notice on the written request of two (2) Directors.

                  (e) Notice and Waiver of Notice. Written notice of the
meeting stating the place, day and hour of the meeting, and in the case of a
special meeting, the purpose or purposes for which the meeting is called shall
be delivered in the manner set forth in Section 4.1 hereof, not less than two
(2) nor more than thirty (30) days before the date of the meeting by or at the
direction of the Chairman of the Board, the Chief Executive Officer, the
President or the Secretary of the Corporation to each Director of the
Corporation. Attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where a Director attends for the express
purpose of objecting 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 meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

                  (f) Quorum. At all meetings of the Board of Directors, a
majority of the number of Directors shall constitute a quorum for the
transaction of business, unless a greater number is required by law or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting 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.

                  (g) Requisite Vote. In the exercise of voting power with
respect to each matter properly submitted to a vote at any meeting of the Board
of Directors, each Director present at such meeting shall have one (1) vote. The
act of a majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors.

          2.8 Action Without Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
by law to be taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed in the minutes or proceedings
of the Board of Directors or committee.

          2.9 Committees. Committees designated and appointed by the Board of
Directors shall function subject to and in accordance with the following
regulations and procedures:

                  (a) Designation and Appointment. The Board of Directors
may, by resolution adopted by a majority of the entire Board, designate and
appoint one or more committees under such name or names and for such purpose or
function as may be deemed appropriate.

                  (b) Members; Alternate Members; Terms. Each committee
thus designated and appointed shall consist of one or more of the Directors of
the Corporation. The Board of Directors may designate one or more of its members
as alternate members of any committee,

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who may, subject to any limitations imposed by the entire Board, replace absent
or disqualified members at any meeting of that committee. The members or
alternate members of any such committee shall serve at the pleasure of and
subject to the discretion of the Board of Directors.

                  (c) Authority. Each Committee, to the extent provided in
the resolution of the Board creating same, shall have and may exercise such of
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation as the Board of Directors may direct and
delegate, except, however, those matters which are required by statute to be
reserved unto or acted upon by the entire Board of Directors. Each committee
shall investigate and report on matters within its jurisdiction. A committee
shall have no power to act except as authorized by the Board of Directors or
these By-laws. The designation of a committee and the delegation of authority to
it shall not relieve the Board of Directors or any individual Director of any
responsibility imposed upon the Board or an individual Director by law.

                  (d) Records. Each such committee shall keep and maintain
regular records or minutes of its meetings and report the same to the Board of
Directors when required.

                  (e) Change in Number. The number of members or alternate
members of any committee appointed by the Board of Directors, as herein
provided, may be increased or decreased (but not below two) from time to time by
appropriate resolution adopted by a majority of the entire Board of Directors.

                  (f) Vacancies. Vacancies in the membership of any
committee designated and appointed hereunder shall be filled by the Board of
Directors, at a regular or special meeting of the Board of Directors, in a
manner consistent with the provisions of this Section 2.9.

                  (g) Removal and Resignation. Any member or alternate
member of any committee appointed hereunder may be removed by the Board of
Directors by the affirmative vote of a majority of the entire Board, whenever in
its judgment the best interests of the Corporation will be served thereby. A
member of any committee may resign at any time by submitting a resignation in
writing to either the Chairman of the committee or to the Chief Executive
Officer of the Corporation. Any such resignation shall take effect upon receipt
of such resignation if no date is specified in the resignation, or, if a later
date is specified in the resignation, upon such later date.

                  (h) Meetings. The time, place and notice (if any) of
committee meetings shall be determined by the members of such committee.

                  (i) Quorum. At meetings of any committee appointed
hereunder, a majority of the number of members designated by the Board of
Directors shall constitute a quorum for the transaction of business. If a quorum
is not present at a meeting of such committee, the members of such committee
present may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.

                  (j) Requisite Vote. The act of a majority of the members
and alternate members of the committee present at any meeting at which a quorum
is present shall be the act of such committee, except as otherwise specifically
provided by statute or by the Certificate of Incorporation or by these By-laws.

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                  (k) Compensation. Appropriate compensation for members
and alternate members of any committee appointed pursuant to the authority
hereof may be authorized by the action of a majority of the entire Board of
Directors pursuant to the provisions of Section 2.11 hereof.

                  (l) Action Without Meetings. Any action required or
permitted to be taken at a meeting of any committee may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all members of such committee. Such consent shall have the same force and effect
as a unanimous vote at a meeting. The signed consent, or a signed copy, shall
become a part of the record of such committee.

                  (m) Combination of Board Committees. If the Board of
Directors determines that any one or more of the committees previously
established by or otherwise designated should not exist, the Board of Directors
may assign the functions of such committee to a new or existing committee or to
the Board of Directors acting as a committee of the whole.

          2.10 Executive Committee. Except as otherwise limited by the Board of
Directors or by these By-laws, the Executive Committee, if so designated by the
Board of Directors, shall have and may exercise, when the Board is not in
session, all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and shall have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. The
Board shall have the power at any time to change the membership of the Executive
Committee, to fill vacancies in it, or to dissolve it. The Executive Committee
may make rules for the conduct of its business and may appoint such assistance
as it shall from time to time deem necessary. A majority of the members of the
Executive Committee, if more than a single member, shall constitute a quorum.

          2.11 Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors, or at a committee thereof of
which the Director is a member, at which action on any matter is taken shall be
presumed to have assented to the action taken unless such Director votes against
such action or abstains from voting because of an asserted conflict of interest
and such vote against or abstention is noted in the minutes of the meeting.

          2.12 Compensation. By appropriate resolution of the Board of
Directors, the Directors may be reimbursed their expenses, if any, of attendance
at each meeting of the Board of Directors or any committee thereof of which the
Director is a member and may be paid a fixed sum (as determined from time to
time by the vote of a majority of the Directors then in office) for attendance
at each meeting of the Board of Directors or any committee thereof of which the
Director is a member or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in another capacity and
receiving compensation therefore. Members of special or standing committees may,
by appropriate resolution of the Board of Directors, be allowed similar
reimbursement of expenses and compensation for attending committee meetings.

          2.13 Maintenance of Records. The Directors may keep the books and
records of the Corporation, except such as are required by law to be kept within
the State, outside the State of Delaware or at such place or places as they may,
from time to time, determine.

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          2.14 Interested Directors and Officers. No contract or other
transaction between the Corporation and one or more of its Directors or
officers, or between the Corporation and any firm of which one or more of its
Directors or officers are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors or officers are stockholders, members, directors,
officers, or employees, or in which they are interested, shall be void or
voidable solely for this reason, or solely because of the presence of such
Director or Directors or officer or officers at the meeting of the Board of
Directors of the Corporation, which acts upon, or in reference to, such
contract, or transaction, if (a) the material facts of such relationship or
interest shall be disclosed or known to the Board of Directors and the Board of
Directors shall, nevertheless in good faith, authorize, approve and ratify such
contract or transaction by a vote of a majority of the Directors present, such
interested Director or Directors to be counted in determining whether a quorum
is present, but not to be counted in calculating the majority of such quorum
necessary to carry such vote; (b) the material facts of such relationship or
interest 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 the vote of the stockholders; or (c) the
contract or transaction is fair to the Corporation as of the time it is
authorized, approved or ratified by the Board of Directors, a committee thereof
or the stockholders. The provisions of this Section shall not be construed to
invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

          2.15 Minutes. Minutes shall be recorded of all meetings of the Board
of Directors or any committee thereof. A copy of the minutes shall be
distributed to all members of the Board of Directors, or the applicable
committee thereof, as appropriate, for approval.

          2.16 Advisory Directors. The Board of Directors may appoint one or
more Advisory Directors as it shall from time to time determine. Each Advisory
Director appointed shall hold office for the term for which such Advisory
Director is appointed or until his or her earlier death, resignation, retirement
or removal, with or without cause, as set forth in this Section 3.15. Each
Advisory Director shall qualify as an Advisory Director following appointment as
such by agreeing to act or acting in such capacity. An Advisory Director shall
be entitled, but shall have no obligation, to attend and be present at the
meetings of the Board of Directors, although a meeting of the Board of Directors
may be held without notice to any Advisory Director and no Advisory Director
shall be considered in determining whether a quorum of the Board of Directors is
present. An Advisory Director shall serve only as advisors to the Board of
Directors and as such shall advise and counsel the Board of Directors on the
business and operations of the Corporation as requested from time to time by the
Board of Directors; however, an Advisory Director shall not be entitled or
permitted to vote on any matter presented to the Board of Directors or to bind
the Corporation in any manner. Any Advisory Director may be removed by the
Chairman of the Board or by the affirmative vote of a majority of the entire
Board of Directors, whenever in their judgment the best interest of the
Corporation will be served thereby. An Advisory Director, in consideration of
such person serving as an Advisory Director, shall be entitled to receive from
the Corporation such fees for attendance at meetings of the Board of Directors
as the Board shall from time to time determine. In addition, an Advisory
Director shall be entitled to receive from the Corporation reimbursement for the
reasonable expenses incurred by such person in connection with the performance
of such person's duties as an Advisory Director.

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                                    ARTICLE 3

                                  STOCKHOLDERS

          3.1 Place of Meetings. Each meeting of the stockholders of the
Corporation is to be held at the principal offices of the Corporation or at such
other place, either within or without the State of Delaware, as may be specified
in the notice of the meeting or in a duly executed waiver of notice thereof.

          3.2 Annual Meetings. The annual meeting of the stockholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such date, time and place as
may be designated each year by resolution of the Board of Directors; provided,
however, that the failure to hold the annual meeting within the designated
period of time or on the designated date shall not work a forfeiture or
dissolution of the Corporation.

          3.3 Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President. The notice of a special
meeting shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of stockholders, and shall
be limited to the purposes stated in the notice therefore.

          3.4 Record Date. As more specifically provided in Article 7, Section
7.7 hereof, the Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be less than ten (10) nor more than sixty (60) days
prior to such meeting. In the absence of any action by the Board of Directors
fixing the record date, 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 before the day on which notice of the meeting is given, or,
if notice is waived, at the close of business on the day before the meeting is
held.

          3.5 Notice. Written or printed notice of the meeting stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered in the
manner set forth in Section 5.1 hereof not less than ten (10) nor more than
sixty (60) days before the date of the meeting by or at the direction of the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, or the Secretary, to each stockholder of record entitled to vote at
such meeting as determined in accordance with the provisions of Section 3.4
hereof.

          3.6 Voting List. The officer or agent having charge and custody of the
stock transfer books of the Corporation, shall prepare, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares having voting privileges
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 not less than ten (10) days prior to
such meeting either at the

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principal office of the Corporation or 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.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
entire time of the meeting. The original stock ledger or transfer book, or a
duplicate thereof, shall be prima facie evidence as to identity of the
stockholders entitled to examine such list or stock ledger or transfer book and
to vote at any such meeting of the stockholders. The failure to comply with the
requirements of this Section shall not effect the validity of any action taken
at said meeting.

          3.7 Quorum. The holders of a majority of the shares of the capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, shall be requisite and 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 at any such meeting of the
stockholders, the stockholders entitled to vote thereat, present in person, or
represented by proxy, shall have the power to adjourn the meeting, from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such reconvened meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the reconvened meeting, a notice of said meeting shall be given to
each stockholder entitled to vote at said meeting.

          3.8 Withdrawal of Quorum. If a quorum is present at the time of
commencement of any meeting, the stockholders present at such duly convened
meeting may continue to transact any business which may properly come before
said meeting until adjournment thereof, notwithstanding the withdrawal from such
meeting of sufficient holders of the shares of capital stock entitled to vote
thereat to leave less than a quorum remaining.

          3.9 Stockholder Proposals. At any meeting of stockholders, there shall
be conducted only such business as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who is a stockholder of record at the time of giving of the
stockholder's notice provided for in this Section 3.9, who shall be entitled to
vote at such meeting and who complies with the notice procedure set forth in
this Section 3.9. For business to be properly brought before a meeting of
stockholders by a stockholder, the stockholder shall have given timely notice
thereof in writing to the Secretary of the Corporation. A stockholder's notice
shall set forth as to each matter proposed to be brought before the meeting (i)
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and, in the event that
such business includes a proposal regarding the amendment of either the
Certificate of Incorporation or By-laws of the Corporation, the language of the
proposed amendment, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (iii) a
representation of the stockholder as to the class and number of shares of
capital stock of the Corporation that are beneficially owned by such
stockholder, and the stockholder's intent to appear in person or by proxy at the
meeting to propose such business; (iv) a list of the names and addresses of
other beneficial owners of shares of the capital stock of the Corporation, if
any, with

                                       9
<PAGE>

whom such stockholder is acting in concert, and the number of shares of each
class of capital stock of the Corporation beneficially owned by each such
beneficial owner; (v) any material interest of such stockholder in such proposal
or business, and (vi) if such proposal relates to a proposed change to the
Corporation's Certificate of Incorporation or By-laws, an opinion of counsel,
which counsel and the form and substance of which opinion shall be reasonably
satisfactory to the Board of Directors of the Corporation, to the effect that
the Certificate of Incorporation or By-laws resulting from the adoption of such
proposal would not be in conflict with the laws of the State of Delaware. To be
timely in connection with an annual meeting of stockholders, a stockholder's
notice and other aforesaid items shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than ninety (90)
days nor more than one hundred eighty (180) days prior to the earlier of the
date of the meeting or the corresponding date on which the immediately preceding
year's annual meeting of stockholders was held. To be timely in connection with
the voting on any such proposal at a special meeting of the stockholders, a
stockholder's notice and other aforesaid items shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
forty (40) days nor more than sixty (60) days prior to the date of such meeting;
provided, however, that in the event that less than fifty (50) days' notice or
prior public disclosure of the date of the special meeting of the stockholders
is given or made to the stockholders, such stockholder's notice and other
aforesaid items to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of date of the
meeting was mailed or such public disclosure was made. Within thirty (30) days
(or such shorter period that may exist prior to the date of the meeting) after
such stockholder shall have submitted the aforesaid items, the Secretary and the
Board of Directors of the Corporation shall respectively determine whether the
items to be ruled upon by them are reasonably satisfactory and shall notify such
stockholder in writing of their respective determinations. If such stockholder
fails to submit a required item in the form or within the time indicated, or if
the Secretary of the Board of Directors of the Corporation determines that the
items to be ruled upon by them are not reasonably satisfactory, then such
proposal by such stockholder may not be voted upon by the stockholders of the
Corporation at such meeting of stockholders. The chairman at each meeting of
stockholders shall, if the facts warrant, determine and declare to the meeting
that a proposal was not made in accordance with the procedure prescribed by
these By-laws, and if he should so determine, he shall so declare to the meeting
and the defective proposal shall be disregarded. The requirements of this
Section 3.9 shall be in addition to or superceded by, as the case may be, any
other requirement imposed by these By-laws, by the Corporation's Certificate of
Incorporation or the law.

          3.10 Nomination of Directors. Only persons who are nominated in
accordance with the procedure set forth in this Section 3.10 shall be eligible
for election as Directors. Nominations for the election of Directors may be made
by the Board of Directors or by any stockholder of the Corporation (a
"Nominator") entitled to vote in the election of Directors who complies with the
notice and other procedures set forth in this Section 3.10. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be
made in writing pursuant to timely notice delivered to or mailed and received by
the Secretary of the Corporation as set forth in this Section. To be timely in
connection with an annual meeting of stockholders, a Nominator's notice, setting
forth the name and address of the person to be nominated, shall be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than on hundred eighty (180) days prior to
the earlier of the date

                                       10
<PAGE>

of the meeting or the corresponding date on which the immediately preceding
year's annual meeting of stockholders was held. To be timely in connection with
any election of a Director at a special meeting of the stockholders, a
Nominator's notice, setting forth the name and address of the person to be
nominated, shall be delivered to or mailed and received at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the day on which such notice of date of the meeting was
mailed or such public disclosure was made, whichever first occurs. At such time,
the Nominator shall also submit written evidence, reasonably satisfactory to the
Secretary of the Corporation, that the Nominator is a stockholder of the
Corporation and shall identify in writing (i) the name and address of the
Nominator, (ii) the number of shares of each class of capital stock of the
Corporation of which the Nominator is the beneficial owner, (iii) the name and
address of each of the persons with whom the Nominator is acting in concert,
(iv) the number of shares of capital stock of which each such person with whom
the Nominator is acting in concert is the beneficial owner pursuant to which the
nomination or nominations are to be made, and (v) a description of all
arrangements or understandings between the stockholder and each proposed nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder. At such
time, the Nominator shall also submit in writing (i) the name, age, business
address and residence address of such proposed nominee, (ii) the principal
occupation or employment of such proposed nominee, (iii) the class and number of
shares of the Corporation beneficially owned by such proposed nominee, (iv) such
other information with respect to each such proposed nominee that would be
required to be provided in a proxy statement prepared in accordance with
Regulation 14A under the Securities Exchange Act of 1934, as amended, and (v) a
notarized affidavit executed by each such proposed nominee to the effect that,
if elected as a member of the Board of Directors, he will serve and that he is
eligible for election as a member of the Board of Directors. Within thirty (30)
days (or such shorter time period that may exist prior to the date of the
meeting) after the Nominator has submitted the aforesaid items to the Secretary
of the Corporation, the Secretary of the Corporation shall determine whether the
evidence of the Nominator's status as a stockholder submitted by the Nominator
is reasonably satisfactory and shall notify the Nominator in writing of his
determination. If the Secretary of the Corporation finds that such evidence is
not reasonably satisfactory, or if the Nominator fails to submit the requisite
information in the form or within the time indicated, such nomination shall be
ineffective for the election at the meeting at which such person is proposed to
be nominated. The chairman at each meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the By-laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. The requirements of this Section 3.10 shall be in addition to or
superceded by, as the case may be, any other requirements imposed by these
By-laws, by the Certificate of Incorporation or by law.

          3.11 Requisite Vote. With respect to any action to be taken by the
stockholders as to any matter other than the election of Directors, the
affirmative vote of the holders of a majority of the shares of capital stock
entitled to vote on that matter and represented in person or by proxy at a
meeting of stockholders at which a quorum is present shall be the act of the
stockholders.

          3.12 Voting at Meeting. Voting at meetings of stockholders shall be
conducted and exercised subject to the following procedures and regulations:

                                       11
<PAGE>

                  (a) Voting Power. In the exercise of voting power with
respect to each matter properly submitted to a vote at any meeting of
stockholders, each stockholder of the capital stock of the Corporation having
voting power shall be entitled to one (1) vote for each such share held in his
name on the books of the Corporation, except to the extent otherwise specified
by the Certificate of Incorporation or Certificate of Designations pertaining to
a series of preferred stock.

                  (b) Exercise of Voting Power; Proxies. Each stockholder
entitled to vote at a meeting or to express consent or dissent to corporate
action in writing without a meeting may vote either in person or authorize
another person or persons to act for him by proxy duly appointed by instrument
in writing subscribed by such stockholder or by his duly authorized
attorney-in-fact; provided, however, no such appointment of proxy shall be
valid, voted or acted upon after the expiration of three (3) years from the date
of execution of such written instrument of appointment, unless otherwise stated
therein. All proxies must indicate the number of shares subject to the proxy and
must bear the date on which the proxy was executed by the stockholder. A
telegram, telex, cablegram, or similar transmission by a stockholder, or a
photographic, photostatic, facsimile, or similar reproduction of a writing
executed by a stockholder, shall be treated as an execution in writing. A proxy
shall be revocable unless expressly designated therein as irrevocable and
coupled with an interest. Proxies coupled with an interest include the
appointment as proxy of: (a) a pledgee; (b) a person who purchased or agreed to
purchase or owns or holds an option to purchase the shares voted; (c) a creditor
of the Corporation who extended its credit under terms requiring the
appointment; (d) an employee of the Corporation whose employment contract
requires the appointment; or (e) a party to a voting agreement created under
Section 218 of the General Corporation Law of Delaware, as amended. Each proxy
shall be filed with the Secretary of the Corporation prior to or at the time of
the meeting. Any vote may be taken by voice vote or by show of hands unless
someone entitled to vote at the meeting objects, in which case written ballots
shall be used.

                  (c) Election of  Directors.  In all  elections of Directors
cumulative  voting shall be prohibited.

          3.13 Conduct of Meetings. The Board of Directors of the Corporation
may adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless to the extent determined by the Board of Directors or the chairman of the
meetings, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

                                       12
<PAGE>

          3.14    Inspectors of Elections.

                  (a) Appointment of Inspectors. In advance of any meeting
of stockholders, the Board of Directors may appoint any persons, other than
nominees for office, as inspectors of election to act at that meeting or any
adjournment of that meeting. If inspectors of election are not appointed, the
chairman of any meeting may, and on the request of any stockholder or
stockholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one or three. If appointed at a meeting on
the request of one or more stockholders or proxies, the majority of shares
present shall determine whether one or three inspectors are to be appointed. In
case any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the Board of Directors in
advance of the meeting, or at the meeting by the person acting as chairman.

                  (b) Duties of Inspectors. The inspectors of election
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies. The inspectors shall also receive
votes, ballots, or consents, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes or consents, determine the result, and do such acts as may be proper to
conduct the election or vote with fairness to all stockholders. The inspectors
of election shall perform their duties impartially, in good faith, to the best
of their ability, and as expeditiously as is practical.

                  (c) Vote of Inspectors. If there are three inspectors of
election the decision, act, or certificate of a majority is effective in all
respects as the decision, act, or certificate of all.

                  (d) Report of Inspectors. On request of the chairman of
the meeting or of any stockholder or the stockholder's proxy, the inspectors
shall make a report in writing of any challenge or question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them is prima facie evidence of the facts stated therein.

          3.15 Action Without Meetings. Any action permitted or required to be
taken at a meeting of the stockholders of the Corporation may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of the outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, and such
written consent shall have the same force and effect as the requisite vote of
the stockholders thereon. Any such executed written consent, or an executed
counterpart thereof, shall be placed in the minute book of the Corporation.
Every written consent shall bear the date of signature of each stockholder who
signs the consent. No written consent shall be effective to take the action that
is the subject of the consent unless, within sixty (60) days after the date of
the earliest dated consent delivered to the Corporation in the manner required
under Section 3.16 hereof, a consent or consents signed by the holders of the
minimum number of shares of the capital stock issued and outstanding and
entitled to vote on and approve the action that is the subject of the consent
are delivered to the Corporation. Prompt notice of the taking of any action by
stockholders without a meeting by less than unanimous written consent shall be
given to those stockholders who did not consent in writing to the action.

                                       13
<PAGE>

          3.16 Record Date For Action Without Meetings. Unless a record date
shall have previously been fixed or determined by the Board of Directors as
provided in Section 3.4 hereof, whenever action by stockholders is proposed to
be taken by consent in writing without a meeting of stockholders, the Board of
Directors may fix a record date for the purpose of determining stockholders
entitled to consent to that action, which record date shall not precede, and
shall not be more than ten (10) days after, the date upon which the resolution
fixing the record date is adopted by the Board of Directors. If no record date
has been fixed by the Board of Directors and the prior action of the Board of
Directors is not required by statute or the Certificate of Incorporation, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation having custody of the books
in which proceedings of meetings of stockholders are recorded. Delivery shall be
by hand or by certified or registered mail, return receipt requested. Delivery
to the Corporation's principal place of business shall be addressed to the
President or principal executive officer of the Corporation. If no record date
shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by statute, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts a
resolution taking such prior action.

          3.17 Preemptive Rights. No holder of shares of capital stock of the
Corporation shall, as such holder, have any right to purchase or subscribe for
any capital stock of any class which the Corporation may issue or sell, whether
or not exchangeable for any capital stock of the Corporation of any class or
classes, whether issued out of unissued shares authorized by the Certificate of
Incorporation, as amended, or out of shares of capital stock of the Corporation
acquired by it after the issue thereof; nor shall any holder of shares of
capital stock of the Corporation, as such holder, have any right to purchase,
acquire or subscribe for any securities which the Corporation may issue or sell
whether or not convertible into or exchangeable for shares of capital stock of
the Corporation of any class or classes, and whether or not any such securities
have attached or appurtenant thereto warrants, options or other instruments
which entitle the holders thereof to purchase, acquire or subscribe for shares
of capital stock of any class or classes.

                                    ARTICLE 4

                               OFFICERS AND AGENTS

         4.1 Designation. The officers of the Corporation shall be chosen by the
Board of Directors and shall consist of the offices of:

                  (a) President and Secretary; and

                  (b) Such other offices and officers (including a Chairman
of the Board, Vice Chairman, Chief Executive Officer, Chief Operating Officer,
one or more additional Vice Presidents and a Treasurer) and assistant officers
and agents as the Board of Directors shall deem necessary.

                                       14
<PAGE>

          4.2 Election of Officers. Each officer designated in Section 4.1(a)
hereof shall be elected by the Board of Directors on the expiration of the term
of office of such officer, as herein provided, or whenever a vacancy exists in
such office. Each officer or agent designated in Section 4.1(b) above may be
elected by the Board of Directors at any meeting.

          4.3 Qualifications. No officer or agent need be a stockholder of the
Corporation or a resident of Delaware. No officer or agent is required to be a
Director, except the Chairman of the Board. Any two or more offices may be held
by the same person.

          4.4 Term of Office. Unless otherwise specified by the Board of
Directors at the time of election or appointment, or by the express provisions
of an employment contract approved by the Board, the term of office of each
officer and each agent shall expire on the date of the first meeting of the
Board of Directors next following the annual meeting of stockholders each year.
Each such officer or agent, unless elected or appointed to an additional term,
shall serve until the expiration of the term of his office or, if earlier, his
death, resignation or removal.

          4.5 Authority. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as are provided in
these By-laws or as may be determined by resolution of the Board of Directors
not inconsistent with these By-laws.

          4.6 Removal And Resignation. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors with or
without cause by a majority of the Directors at any annual, regular or special
meeting of the Board of Directors. Such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights. Any officer
may resign at any time by submitting a resignation in writing to the Board of
Directors or to the Chief Executive Officer of the Corporation. Any such
resignation shall take effect upon receipt of such resignation if no date is
specified in the resignation, or, if a later date is specified in the
resignation, upon such later date. Unless otherwise specified in the
resignation, the acceptance of such resignation shall not be necessary to make
it effective.

          4.7 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise) shall be filled by the Board of
Directors. The new officer elected to fill the vacancy shall serve in such
capacity until the unexpired term of the predecessor in office.

          4.8 Compensation. The compensation of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors.

          4.9 Chairman of the Board. If a Chairman of the Board is elected, he
shall be chosen from among the Directors. The Chairman of the Board shall have
the power to call special meetings of the stockholders and of the Directors for
any purpose or purposes, and he shall preside at all meetings of the Board of
Directors, unless he shall be absent or unless he shall, at his election,
designate the Vice Chairman, if one is elected, to preside in his stead. The
Chairman of the Board shall submit a report as to the operations of the
Corporation for the preceding fiscal year to the Board of Directors as soon as
practicable in each year and, with the Chief Executive Officer, to the
stockholders at or prior to each annual meeting of the stockholders, and the

                                       15
<PAGE>

Chairman of the Board shall from time to time report to the Board of Directors
matters within his knowledge which the interest of the Corporation may require
to be so reported. The Chairman of the Board shall be an ex-officio member of
all committees of the Board of Directors of which the Chairman is not an actual
member. The Chairman of the Board shall advise and counsel the Chief Executive
Officer and other officers of the Corporation and shall exercise such powers and
perform such duties as shall be assigned to or required by him from time to time
by the Board of Directors.

          4.10 Vice Chairman. The Vice Chairman, if one is elected, shall have
the power to call special meetings of the stockholders and of the Directors for
any purpose or purposes, and, in the absence of the Chairman of the Board, the
Vice Chairman shall preside at all meetings of the Board of Directors unless he
shall be absent. The Vice Chairman shall advise and counsel the other officers
of the Corporation and shall exercise such powers and perform such duties as
shall be assigned to or required of him from time to time by the Board of
Directors.

          4.11 Chief Executive Officer. Subject to the supervision of the Board
of Directors, the Chief Executive Officer, if one is elected, shall have general
supervision, management, direction and control of the business and affairs of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise executed
and except where the execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the Corporation. The Chief
Executive Officer shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board and the Vice Chairman, at all meetings of
the Board of Directors. The Chief Executive Officer shall be ex officio a member
of the Executive Committee, if any, of the Board of Directors. The Chief
Executive Officer shall have the general powers and duties of management usually
vested in the office of chief executive officer of a corporation and shall
perform such other duties and possess such other authority and powers as the
Board of Directors may from time to time prescribe. The Chief Executive Officer
shall have general supervision and direction of all other officers, agents and
employees of the Corporation to see that their respective duties are properly
performed. In the event no individual is elected to the office of Chief
Operating Officer, the Chief Executive Officer shall have the powers and perform
the duties of the Chief Operating Officer.

          4.12 Chief Operating Officer. Subject to the supervision of the Board
of Directors, the Chief Operating Officer, if one is elected, shall have general
supervision of the day to day operations of the Corporation. The Chief Operating
Officer shall be ex officio a member of the Executive Committee, if any, of the
Board of Directors. The Chief Operating Officer shall have the general powers
and duties of management usually vested in the office of chief operating officer
of a corporation and shall perform such other duties and possess such other
authority and powers as the Board of Directors may from time to time prescribe.

          4.13 President. In the absence or disability of the Chief Executive
Officer, the President shall perform all of the duties of the Chief Executive
Officer and when so acting shall have all the powers and be subject to all the
restrictions upon the Chief Executive Officer, including the power to sign all
instruments and to take all actions which the Chief Executive Officer is
authorized to perform by the Board of Directors or the By-laws. The President
shall

                                       16
<PAGE>

have the general powers and duties usually vested in the office of
president of a corporation and shall perform such other duties and possess such
other authority and powers as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate.

          4.14 Vice Presidents. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the majority vote of
the Board of Directors, shall, in the prolonged absence or disability of the
President, perform the duties and exercise the powers of the President and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the Chief Executive Officer may from time
to time delegate.

          4.15 Secretary. The Secretary shall be the custodian of and shall
maintain the corporate books and records and shall record or see to the proper
recording of all proceedings of the meetings of the stockholders and the Board
of Directors of the Corporation in a book to be maintained for that purpose and
shall perform like duties for the standing committees when required. The
Secretary 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, the Chairman
of the Board, the Chief Executive Officer, or the President. The Secretary shall
have custody of the corporate seal of the Corporation, and the Secretary, 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 shall have the authority to
sign stock certificates and shall perform all duties usually vested in the
office of secretary of a corporation and shall perform such other duties and
possess such other powers as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate.

          4.16 Assistant Secretaries. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, 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 may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

          4.17 Treasurer. The Treasurer shall be the chief accounting and
financial officer of the Corporation and shall have active control of and shall
be responsible for all matters pertaining to the accounts and finances of the
Corporation. The Treasurer shall audit all payrolls and vouchers of the
Corporation and shall direct the manner of certifying the same; shall supervise
the manner of keeping all vouchers for payments by the Corporation and all other
documents relating to such payments; shall receive, audit and consolidate all
operating and financial statements of the Corporation and its various
departments; shall have supervision of the books of account of the corporation,
their arrangement and classification; shall supervise the accounting and
auditing practices of the Corporation and shall have charge of all matters
relating to taxation. The Treasurer shall have the care and custody of all
monies, funds and securities of the Corporation; shall deposit or cause to be
deposited all such funds in and with such depositories as the Board of Directors
shall from time to time direct or as shall be selected in accordance with
procedures

                                       17
<PAGE>

established by the Board of Directors; shall advise upon all terms of
credit granted by the Corporation; shall be responsible for the collection of
all its accounts and shall cause to be kept full and accurate accounts of all
receipts and disbursements of the Corporation. The Treasurer shall have the
power to endorse for deposit or collection or otherwise all checks, drafts,
notes, bills of exchange and other commercial paper payable to the Corporation
and to give proper receipts or discharges for all payments to the Corporation.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer (and Chairman of the Board, if one is
elected) 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 owned by the Corporation. The
Treasurer shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe or as the Chief
Executive Officer may from time to time delegate.

          4.18 Assistant Treasurers. The Assistant Treasurer, or, if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors, 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 may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

          4.19 Bonds. Any officer or employee of the Corporation shall, if
required by the Board of Directors, furnish a bond for the faithful discharge of
the duties held by such officer or employee in such form and amount and with
such surety or sureties as is satisfactory to the Board of Directors.

                                    ARTICLE 5

                                     NOTICES

          5.1 Method of Notice. Whenever under the provisions of the General
Corporation Law of Delaware or of the Certificate of Incorporation or of these
By-laws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing and delivered personally, through the United States mail, by a
recognized delivery service (such as Federal Express) or by means of telegram,
telex, facsimile transmission or electronic transmission (e-mail), addressed to
such Director or stockholder, at his address, telex or facsimile transmission
number, or e-mail address, as the case may be, as it appears on the records of
the Corporation, with postage and fees thereon prepaid. Such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States Mail or with an express delivery service or when transmitted by telegram,
telex or facsimile transmission, e-mail, or personally delivered, as the case
may be. The Secretary of the Corporation or the secretary of any committee of
the Board of Directors responsible for the giving of notice to any Director
shall give notice of the time and place of each meeting by United

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<PAGE>

States mail or recognized delivery service at least three days before such
meeting, or if by telegram, telex or facsimile transmission or e-mail, at least
twenty-four hours before the meeting.

          5.2 Waiver. Whenever any notice is required to be given under the
provisions of the General Corporation Law of Delaware or under the provisions of
the Certificate of Incorporation or these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance by such person or persons, whether in person or by proxy, at
any meeting requiring notice shall constitute a waiver of notice of such
meeting, except where such person attends the meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

          5.3 Exception to Requirement of Notice. Any notice required to be
given to any stockholder under any provision of the General Corporation Law of
the State of Delaware, the Certificate of Incorporation or these By-laws need
not be given to the stockholder if: (1) notice of two consecutive annual
meetings and all notices of meetings held during the period between those annual
meetings, if any, or (2) all (but in no event less than two) payments (if sent
by first class mail) of dividends or interest on securities during a
twelve-month period have been mailed to that person, addressed at his address as
shown on the records of the Corporation, and have been returned undeliverable.
Any action or meeting taken or held without notice to such a person shall have
the same force and effect as if the notice had been duly given and, if the
action taken by the Corporation is reflected in any certificate filed with the
Secretary of State, that certificate need not state that notice was not given to
persons to whom notice was not required to be given pursuant to this Section. If
such a person delivers to the Corporation a written notice setting forth his
then current address, the requirement that notice be given to that person shall
be reinstated.

                                    ARTICLE 6

                                 INDEMNIFICATION

          6.1 Mandatory Indemnification. Each person who was or is made a party
or is threatened to be made a party, or who was or is a witness without being
named a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, any appeal in such an action, suit or proceeding, and any inquiry
or investigation that could lead to such an action, suit or proceeding (a
"Proceeding"), by reason of the fact that such individual is or was a Director
or officer of the Corporation, or while a Director or officer of the Corporation
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another corporation, partnership, trust, employee benefit plan or other
enterprise, shall be indemnified and held harmless by the Corporation from and
against any judgments, penalties (including excise taxes), fines, amounts paid
in settlement and reasonable expenses (including court costs and attorneys'
fees) actually incurred by such person in connection with such Proceeding if it
is determined that he acted in good faith and reasonably believed (i) in the
case of conduct in his official capacity on behalf of the Corporation that his
conduct was in the Corporation's best interests, (ii) in all other cases, that
his conduct was not opposed to the best interests of the Corporation, and (iii)
with respect to any Proceeding which is a criminal action, that he had no
reasonable cause to believe his conduct was unlawful; provided,

                                       19
<PAGE>

however, that in the event a determination is made that such person is liable to
the Corporation or is found liable on the basis that personal benefit was
improperly received by such person, the indemnification is limited to reasonable
expenses actually incurred by such person in connection with the Proceeding and
shall not be made in respect of any Proceeding in which such person shall have
been found liable for willful or intentional misconduct in the performance of
his duty to the Corporation. The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself be determinative of whether 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
Proceeding which is a criminal action, had reasonable cause to believe that his
conduct was unlawful. A person shall be deemed to have been found liable in
respect of any claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
there from.

          6.2 Determination of Indemnification. Any indemnification under the
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only upon a determination that indemnification
of such person is proper in the circumstances by virtue of the fact that it
shall have been determined that such person has met the applicable standard of
conduct. Such determination shall be made (1) by a majority vote of a quorum
consisting of Directors who at the time of the vote are not named defendants or
respondents in the Proceeding; (2) if such quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors, designated to act in the
matter by a majority of all Directors, consisting of two or more Directors who
at the time of the vote are not named defendants or respondents in the
Proceeding; (3) by special legal counsel (in a written opinion) selected by the
Board of Directors or a committee of the Board by a vote as set forth in
Subsection (1) or (2) of this Section, or, if such quorum cannot be established,
by a majority vote of all Directors (in which Directors who are named defendants
or respondents in the Proceeding may participate); or (4) by the stockholders of
the Corporation in a vote that excludes the shares held by Directors who are
named defendants or respondents in the Proceeding.

          6.3 Advancement of Expenses. Reasonable expenses, including court
costs and attorneys' fees, incurred by a person who was or is a witness or who
was or is named as a defendant or respondent in a Proceeding, by reason of the
fact that such individual is or was a Director or officer of the Corporation, or
while a Director or officer of the Corporation is or was serving at the request
of the Corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another corporation,
partnership, trust, employee benefit plan or other enterprise, shall be paid by
the Corporation at reasonable intervals in advance of the final disposition of
such Proceeding, and without the determination set forth in Section 6.2, upon
receipt by the Corporation of a written affirmation by such person of his good
faith belief that he has met the standard of conduct necessary for
indemnification under this Article 6, and a written undertaking by or on behalf
of such person to repay the amount paid or reimbursed by the Corporation if it
is ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article 6. Such written undertaking shall be
an unlimited obligation of such person and it may be accepted without reference
to financial ability to make repayment.

                                       20
<PAGE>

          6.4 Permissive Indemnification. The Board of Directors of the
Corporation may authorize the Corporation to indemnify employees or agents of
the Corporation, and to advance the reasonable expenses of such persons, to the
same extent, following the same determinations and upon the same conditions as
are required for the indemnification of and advancement of expenses to Directors
and officers of the Corporation.

          6.5 Nature of Indemnification. The indemnification and advancement of
expenses provided hereunder shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Certificate of
Incorporation, these By-laws, any agreement, vote of stockholders or
disinterested Directors or otherwise, both as to actions taken in an official
capacity and as to actions taken in any other capacity while holding such
office, shall continue as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.

          6.6 Insurance. The Corporation shall have the power and authority to
purchase and maintain insurance or another arrangement on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against any
liability, claim, damage, loss or risk asserted against such person and incurred
by such person in any such capacity or arising out of the status of such person
as such, irrespective of whether the Corporation would have the power to
indemnify and hold such person harmless against such liability under the
provisions hereof. If the insurance or other arrangement is with a person or
entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnify the
person only if including coverage for the additional liability has been approved
by the stockholders of the Corporation. Without limiting the power of the
Corporation to procure or maintain any kind of insurance or other arrangement,
the Corporation may, for the benefit of persons indemnified by the Corporation,
(1) create a trust fund; (2) establish any form of self-insurance; (3) secure
its indemnity obligation by grant of a security interest or other lien on the
assets of the Corporation; or (4) establish a letter of credit, guaranty, or
surety arrangement. The insurance or other arrangement may be procured,
maintained, or established within the Corporation or with any insurer or other
person deemed appropriate by the Board of Directors regardless of whether all or
part of the stock or other securities of the insurer or other person are owned
in whole or part by the Corporation. In the absence of fraud, the judgment of
the Board of Directors as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in the
arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the Directors approving the insurance or
arrangement to liability, on any ground, regardless of whether the Directors
participating in the approval is a beneficiary of the insurance or arrangement.

                                       21
<PAGE>

                                    ARTICLE 7

                   STOCK CERTIFICATES AND TRANSFER REGULATIONS

          7.1 Description of Certificates. The shares of the capital stock of
the Corporation shall be represented by certificates in the form approved by the
Board of Directors and signed in the name of the Corporation by the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer, the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation, and sealed with the seal of the Corporation or a facsimile thereof.
Each certificate shall state on the face thereof the name of the Corporation and
that it is organized under the laws of the Statue of Delaware, the name of the
holder, the number and class of shares, the par value of shares covered thereby
or a statement that such shares are without par value, and such other matters as
are required by law. At such time as the Corporation may be authorized to issue
shares of more than one class, every certificate shall set forth upon the face
or back of such certificate a statement of the designations, preferences,
limitations and relative rights of the shares of each class authorized to be
issued, as required by the laws of the State of Delaware, or may state that the
Corporation will furnish a copy of such statement without charge to the holder
of such certificate upon receipt of a written request therefore from such
holder.

          7.2 Entitlement to Certificates. Every holder of the capital stock in
the Corporation shall be entitled to have a certificate signed in the name of
the Corporation by the Chairman of the Board, the Chief Executive Officer, the
Chief Operating Officer, the President or a Vice President and the Secretary or
an Assistant Secretary of the Corporation, certifying the class of capital stock
and the number of shares represented thereby as owned or held by such
stockholder in the Corporation.

          7.3 Signatures. The signatures of the Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer, the President, the Vice
President, the Secretary or the Assistant Secretary upon a certificate may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been placed upon any such certificate or
certificates, shall cease to serve as such officer or officers of the
Corporation, whether because of death, resignation, removal or otherwise, before
such certificate or certificates are issued and delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered with the same effect as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to serve as such officer or
officers of the Corporation.

          7.4 Issuance of Certificates. Certificates evidencing shares of its
capital stock (both treasury and authorized but unissued) may be issued for such
consideration (not less than par value, except for treasury shares which may be
issued for such consideration) and to such persons as the Board of Directors may
determine from time to time. Shares shall not be issued until the full amount of
the consideration, fixed as provided by law, has been paid.

         7.5 Payment For Shares. Consideration for the issuance of shares shall
be paid, valued and allocated as follows:

                                       22
<PAGE>

                  (a) Consideration. The consideration for the issuance of
shares shall consist of any tangible or intangible benefit to the Corporation or
other property of any kind or nature, including cash, promissory notes, services
performed, contracts for services to be performed, or other securities of the
Corporation.

                  (b) Valuation. In the absence of fraud in the
transaction, the determination of the Board of Directors as to the value of
consideration received shall be conclusive.

                  (c) Effect. When consideration, fixed as provided by law,
has been paid, the shares shall be deemed to have been issued and shall be
considered fully paid and nonassessable.

                  (d) Allocation of Consideration. The consideration
received for shares shall be allocated by the Board of Directors, in accordance
with law, between the stated capital and capital surplus accounts.

                  (e) Subscriptions. Unless otherwise provided in the
subscription agreement, subscriptions of shares, whether made before or after
organization of the Corporation, shall be paid in full in such installments and
at such times as shall be determined by the Board of Directors. Any call made by
the Board of Directors for payment on subscriptions shall be uniform as to all
shares of the same class and series. In case of default in the payment of any
installment or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due to the Corporation.

          7.6 Record Date. For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or any adjournment
thereof, or entitled to receive a distribution by the Corporation (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may fix a
record date for any such determination of stockholders, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
(60) days, and in the case of a meeting of stockholders, not less than ten (10)
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the date before the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such distribution or share dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section, such determination shall be applied
to any adjournment thereof.

          7.7 Registered Owners. Prior to due presentment for registration of
transfer of a certificate evidencing shares of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognize the person registered as the owner of such shares
on its books (or the books of its duly appointed transfer agent, as the case may
be) as the person exclusively entitled to vote, to receive notices and dividends
with respect

                                       23
<PAGE>

to, and otherwise exercise all rights and powers relative to such shares; and
the Corporation shall not be bound or otherwise obligated to recognize any
claim, direct or indirect, legal or equitable, to such shares by any other
person, whether or not it shall have actual, express or other notice thereof,
except as otherwise provided by the laws of Delaware.

          7.8 Lost, Stolen or Destroyed Certificates. The Corporation shall
issue a new certificate in place of any certificate for shares previously issued
if the registered owner of the certificate satisfies the following conditions:

                  (a) Proof of Loss. Submits proof in affidavit form
satisfactory to the Corporation that such certificate has been lost, destroyed
or wrongfully taken;

                  (b) Timely Request. Requests the issuance of a new
certificate before the Corporation has notice that the certificate has been
acquired by a purchaser for value in good faith and without notice of an adverse
claim;

                  (c) Bond. Gives a bond in such form, and with such surety
or sureties, with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation (and its transfer agent and registrar, if any) against
any claim that may be made or otherwise asserted by virtue of the alleged loss,
destruction, or theft of such certificate or certificates; and

                  (d) Other Requirements. Satisfies any other reasonable
requirements imposed by the Corporation.

         In the event a certificate has been lost, apparently destroyed or
wrongfully taken, and the registered owner of record fails to notify the
Corporation within a reasonable time after he has notice of such loss,
destruction, or wrongful taking, and the Corporation registers a transfer (in
the manner herein below set forth) of the shares represented by the certificate
before receiving such notification, such prior registered owner of record shall
be precluded from making any claim against the Corporation for the transfer
required hereunder or for a new certificate.

          7.9 Registration of Transfers. Subject to the provisions hereof, the
Corporation shall register the transfer of a certificate evidencing shares of
its capital stock presented to it for transfer if:

                  (a) Endorsement. Upon surrender of the certificate to the
Corporation (or its transfer agent, as the case may be) for transfer, the
certificate (or an appended stock power) is properly endorsed by the registered
owner, or by his duly authorized legal representative or attorney-in-fact, with
proper written evidence of the authority and appointment of such representative,
if any, accompanying the certificate;

                  (b) Guaranty and Effectiveness of Signature. The
signature of such registered owner or his legal representative or
attorney-in-fact, as the case may be, has been guaranteed by a national banking
association or member of the New York Stock Exchange, and reasonable assurance
in a form satisfactory to the Corporation is given that such endorsements are
genuine and effective;

                                       24
<PAGE>

                  (c) Adverse Claims. The Corporation has no notice of an
adverse claim or has otherwise discharged any duty to inquire into such a claim;

                  (d) Collection of Taxes. Any applicable law (local, state
or federal) relating to the collection of taxes relative to the transaction has
been complied with; and

                  (e) Additional Requirements Satisfied. Such additional
conditions and documentation as the Corporation (or its transfer agent, as the
case may be) shall reasonably require, including without limitation thereto, the
delivery with the surrender of such stock certificate or certificates of proper
evidence of succession, assignment or other authority to obtain transfer
thereof, as the circumstances may require, and such legal opinions with
reference to the requested transfer as shall be required by the Corporation (or
its transfer agent) pursuant to the provisions of these By-laws and applicable
law, shall have been satisfied.

          7.10 Restrictions on Transfer and Legends on Certificates. (a) Shares
in Classes or Series. If the Corporation is authorized to issue shares of more
than one class, the certificate shall set forth, either on the face or back of
the certificate, a full or summary statement of all of the designations,
preferences, limitations, and relative rights of the shares of each such class
and, if the Corporation is authorized to issue any preferred or special class in
series, the variations in the relative rights and preferences of the shares of
each such series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series. In lieu of providing such a statement in full
on the certificate, a statement on the face or back of the certificate may
provide that the Corporation will furnish such information to any stockholder
without charge upon written request to the Corporation at its principal place of
business or registered office and that copies of the information are on file in
the office of the Secretary of State.

                  (b) Restriction on Transfer. Any restrictions imposed by
the Corporation on the sale or other disposition of its shares and on the
transfer thereof must be copied at length or in summary form on the face, or so
copied on the back and referred to on the face, of each certificate representing
shares to which the restriction applies. The certificate may however state on
the face or back that such a restriction exists pursuant to a specified document
and that the Corporation will furnish a copy of the document to the holder of
the certificate without charge upon written request to the Corporation at its
principal place of business.

                  (c) Unregistered Securities. Any security of the
Corporation, including, among others, any certificate evidencing shares of the
capital stock of the Corporation or warrants to purchase shares of capital stock
of the Corporation, which is issued to any person without registration under the
Securities Act of 1933, as amended, or the Blue Sky laws of any state, shall not
be transferable until the Corporation has been furnished with a legal opinion of
counsel with reference thereto, satisfactory in form and content to the
Corporation and its counsel, to the effect that such sale, transfer or pledge
does not involve a violation of the Securities Act of 1933, as amended, or the
Blue Sky laws of any state having jurisdiction. The certificate representing the
security shall bear substantially the following legend:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY

                                       25
<PAGE>

          APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE
          INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR
          TRANSFERRED UNTIL EITHER (i) A REGISTRATION STATEMENT UNDER SUCH
          SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
          BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) THE CORPORATION SHALL
          HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION AND
          ITS COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH
          APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
          SUCH PROPOSED OFFER, SALE OR TRANSFER.

                                    ARTICLE 8

                               GENERAL PROVISIONS

         8.1 Dividends. Subject to the provisions of the General Corporation Law
of Delaware, as amended, and the Certificate of Incorporation, dividends of the
Corporation shall be declared and paid pursuant to the following regulations:

                  (a) Declaration and Payment. Dividends on the issued and
outstanding shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting and may be paid in cash, in
property, or in shares of capital stock. Such declaration and payment shall be
at the discretion of the Board of Directors.

                  (b) Record Date. The Board of Directors may fix in
advance a record date for the purpose of determining stockholders entitled to
receive payment of any dividend, such record date to be not more than sixty (60)
days prior to the payment date of such dividend, or the Board of Directors may
close the stock transfer books for such purpose for a period of not more than
sixty (60) days prior to the payment date of such dividend. In the absence of
action by the Board of Directors, the date upon which the Board of Directors
adopt the resolution declaring such dividend shall be the record date.

          8.2 Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Board of Directors from time to time, in its discretion, think proper to provide
for contingencies, or to repair or maintain any property of the Corporation, or
for such other purposes as the Board of Directors shall think beneficial to the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

          8.3 Books and Records. The Corporation shall maintain correct and
complete books and records of account and shall prepare and maintain minutes of
the proceedings of its stockholders, its Board of Directors and each committee
of its Board of Directors. The Corporation shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of original issuance of shares issued by the Corporation and
a record of each transfer of those shares that have been presented to the
Corporation for registration or transfer. Such records shall contain the names
and addresses of all past and

                                       26
<PAGE>

present stockholders and the number and class of the shares issued by the
Corporation held by each.

          8.4 Annual Statement. The Board of Directors shall present at or
before each annual meeting of stockholders a full and clear statement of the
business and financial condition of the Corporation, including a reasonably
detailed balance sheet and income statement under current date.

          8.5 Contracts and Negotiable Instruments. Except as otherwise
provided by law or these By-laws, any contract or other instrument relative to
the business of the Corporation may be executed and delivered in the name of the
Corporation and on its behalf by the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer or the President of the Corporation. The
Board of Directors may authorize any other officer or agent of the Corporation
to enter into any contract or execute and deliver any contract in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may determine by resolution. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these By-laws and/or as, from time to time, may be
prescribed by resolution of the Board of Directors. Unless authorized to do so
by these By-laws or by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement, or to pledge its credit, or to render it liable peculiarly for any
purpose or to any amount.

          8.6 Fiscal Year. The fiscal year of the Corporation shall be
established by resolution of the Board of Directors.

          8.7 Corporate Seal. The Corporation seal shall be in such form as
may be determined by the Board of Directors. The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

          8.8 Amendment of By-laws. These By-laws may be altered, amended,
or repealed and new By-laws adopted at any meeting of the Board of Directors or
stockholders at which a quorum is present, by the affirmative vote of a majority
of the Directors or stockholders, as the case may be, present at such meeting,
provided notice of the proposed alteration, amendment, or repeal be contained in
the notice of such meeting.

          8.9 Construction. Whenever the context so requires herein, the
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely. If any portion or provision of these By-laws shall
be held invalid or inoperative, then, so far as is reasonable and possible: (1)
the remainder of these By-laws shall be considered valid and operative, and (2)
effect shall be given to the intent manifested by the portion or provision held
invalid or inoperative.

          8.10 Telephone Meetings. Stockholders, Directors or members of any
committee may hold any meeting of such stockholders, Directors or committee by
means of conference telephone or similar communications equipment which permits
all persons participating in the meeting to hear each other and actions taken at
such meetings shall have the same force and

                                       27
<PAGE>

effect as if taken at a meeting at which persons were present and voting in
person. The Secretary of the Corporation shall prepare a memorandum of the
action taken at any such telephonic meeting.

         8.11 Table of Contents; Captions. The table of contents and captions
used in these By-laws have been inserted for administrative convenience only and
do not constitute matter to be construed in interpretation.

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