<PAGE>   1

                              AMENDED AND RESTATED

                                  B Y - L A W S

                                       OF

                             NETWORK SOLUTIONS, INC.

                            (a Delaware corporation)

                        Effective as of February 9, 1998


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                           Page
                                                                           ----
<S>                                                                        <C>
ARTICLE 1    Offices........................................................1
     1.1     Principal Office...............................................1
     1.2     Additional Offices.............................................1

ARTICLE 2    Meeting of Stockholders........................................1
     2.1     Place of Meeting...............................................1
     2.2     Annual Meeting.................................................1
     2.3     Special Meetings...............................................2
     2.4     Notice of Meetings.............................................2
     2.5     Business Matter of a Special Meeting...........................3
     2.6     List of Stockholders...........................................3
     2.7     Organization and Conduct of Business...........................3
     2.8     Quorum and Adjournments........................................3
     2.9     Voting Rights..................................................4
     2.10    Majority Vote..................................................4
     2.11    Record Date for Stockholder Notice and Voting..................4
     2.12    Proxies........................................................4
     2.13    Inspectors of Election.........................................5
     2.14    Action Without Meeting.........................................5

ARTICLE 3    Directors......................................................5
     3.1     Number; Qualifications.........................................5
     3.2     Resignation and Vacancies......................................5
     3.3     Removal of Directors...........................................6
     3.4     Powers.........................................................6
     3.5     Place of Meetings..............................................7
     3.6     Annual Meetings................................................7
     3.7     Regular Meetings...............................................7
     3.8     Special Meetings...............................................7
     3.9     Quorum and Adjournments........................................7
     3.10    Action Without Meeting.........................................8
     3.11    Telephone Meetings.............................................8
     3.12    Waiver of Notice...............................................8
     3.13    Fees and Compensation of Directors.............................8
     3.14    Rights of Inspection...........................................9
     3.15    Nominating Procedures..........................................9

ARTICLE 4    Committees of Directors........................................9
     4.1     Selection..................................................... 9
     4.2     Power.........................................................10
     4.3     Committee Minutes.............................................10

ARTICLE 5    Officers..................................................... 10
     5.1     Officers Designated.......................................... 10
     5.2     Appointment of Officers...................................... 11
     5.3     Subordinate Officers......................................... 11
     5.4     Removal and Resignation of Officers.......................... 11
     5.5     Vacancies in Offices......................................... 11
     5.6     Compensation................................................. 11
     5.7     The Chairman of the Board.................................... 11
     5.8     The President................................................ 11
     5.9     The Vice President........................................... 12
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                        <C>
     5.10    The Secretary................................................ 12
     5.11    The Assistant Secretary...................................... 12
     5.12    The Treasurer................................................ 12
     5.13    The Assistant Treasurer...................................... 13

ARTICLE 6    Stock Certificates........................................... 13
     6.1     Certificates for Shares...................................... 13
     6.2     Signatures on Certificates................................... 13
     6.3     Transfer of Stock............................................ 14
     6.4     Registered Stockholders...................................... 14
     6.5     Record Date.................................................. 14
     6.6     Lost, Stolen or Destroyed Certificates....................... 14

ARTICLE 7    Notices...................................................... 15
     7.1     Notice....................................................... 15
     7.2     Waiver....................................................... 15

ARTICLE 8    General Provisions........................................... 15
     8.1     Dividends.................................................... 15
     8.2     Dividend Reserve............................................. 15
     8.3     Checks....................................................... 15
     8.4     Fiscal Year.................................................. 15
     8.5     Corporate Seal............................................... 16
     8.6     Execution of Corporate Contracts and Instruments............. 16

ARTICLE 9    Amendments................................................... 16

ARTICLE 10   Idemnification............................................... 16
    10.1     Actions, Etc., Other than By or In The Right of the
              Corporation................................................. 16
    10.2     Actions, Etc., By or In The Right of the Corporation......... 17
    10.3     Determination of Right of Indemnification.................... 17
    10.4     Idemnification Against Expenses of Successful Party.......... 18
    10.5     Advances of Expenses......................................... 18
    10.6     Right to Indemenification Upon Application; Procedure
              Upon Application............................................ 18
    10.7     Idemnification of Employees and Agents of the Corporation.... 19
    10.8     Other Rights and Remedies.................................... 19
    10.9     Insurance.................................................... 19
    10.10    Constituent Corporation...................................... 19
    10.11    Other Enterprises, Fines and Serving at Corporation's
              Request..................................................... 20
    10.12    Savings Clause............................................... 20
</TABLE>


                                      -ii-
<PAGE>   4


                                  B Y - L A W S

                                       OF

                             NETWORK SOLUTIONS, INC.

                            (a Delaware corporation)

                                    ARTICLE I

                                     Offices

       1.1  Principal Office. The principal executive office of the Corporation
shall be 9 East Loockerman Square, City of Dover, County of Kent, Dover,
Delaware 19901, and the name of the registered agent in charge thereof is
National Corporate Research, Ltd.

       1.2  Additional Offices. The Corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors (the "Board") may from time to time designate or the business of the
Corporation may require.

                                    ARTICLE 2

                             Meeting of Stockholders

       2.1  Place of Meeting. All meetings of the stockholders for the election
of directors shall be held at the principal office of the Corporation, at such
place as may be fixed from time to time by the Board or at such other place
either within or without the State of Delaware as shall be designated from
time to time by the Board and stated in the notice of the meeting. Meetings of
stockholders for any purpose may be held at such time and place within or
without the State of Delaware as the Board may fix from time to time and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

       2.2  Annual Meeting. Annual meetings of stockholders shall be held each
year at such date and time as shall be designated from time to time by the
Board and stated in the notice of the meeting. At such annual meetings, the
stockholders shall elect a Board and transact such other business as may
properly be brought before the meetings.

       At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
otherwise properly brought before the meeting by or at the direction of the
Board, or otherwise properly brought before the meeting by a stockholder. In
addition to any other appli-


                                      -1-
<PAGE>   5

cable requirements, for business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation, not less than fifty (50) days nor more than
seventy-five (75) days prior to the meeting; provided, however, that in the
event that less than sixty-five (65) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 15th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and record
address of the stockholder proposing such business, (iii) the class and number
of shares of the Corporation which are beneficially owned by the stockholder,
(iv) any material interest of the stockholder in such business.

            Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.2 by any stockholder of any business
properly brought before the annual meeting in accordance with said procedure.

            The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

       2.3  Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
Certificate of Incorporation, be called only by the Chairman of the Board, the
President, or the Board.

       2.4  Notice of Meetings. Written notice of stockholders' meetings,
stating the place, date and time of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days prior to
the meeting.

       When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or


                                      -2-
<PAGE>   6

if a new record date is fixed for the adjourned meeting, written notice of the
place, date and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which might
have been transacted at the original meeting.

       2.5  Business Matter of a Special Meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

       2.6  List of Stockholders. The officer in charge of the stock ledger of
the Corporation or the transfer agent shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city where the meeting is to be held, which place, if other than the place of
the meeting, shall be specified in the notice of the meeting. The list shall
also be produced and kept at the place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present in person
thereat.

       2.7  Organization and Conduct of Business. The Chairman of the Board or,
in his or her absence, the President of the Corporation or, in their absence,
such person as the Board may have designated or, in the absence of such a
person, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.

       The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.

       2.8  Quorum and Adjournments. Except where otherwise provided by law or
the Certificate of Incorporation or these By-Laws, the holders of a majority
of the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If, however, a
quorum


                                      -3-
<PAGE>   7

shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat who are 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.

       2.9  Voting Rights. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

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

       2.11 Record Date for Stockholder Notice and Voting. For purposes of
determining the stockholders entitled to notice of any meeting or to vote, or
entitled to receive payment of any dividend or other distribution, or entitled
to exercise any right in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty (60) days nor less than ten (10)
days before the date of any such meeting nor more than sixty (60) days before
any other action.

       If the Board does not so fix a 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 business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held.

       2.12 Proxies. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the Corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the Corporation stating that the proxy is revoked or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the


                                      -4-
<PAGE>   8

maker of that proxy is received by the Corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration of eleven months from the date of the proxy, unless otherwise
provided in the proxy.

       2.13 Inspectors of Election. Before any meeting of stockholders the
Board may appoint any person other than nominees for office to act as inspectors
of election at the meeting or its adjournment. If no inspectors of election are
so appointed, the chairman of the meeting may, and on the request of any
stockholder or a stockholder's proxy shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more stockholders
or proxies, the holders of a majority of shares or their proxies present at the
meeting shall determine whether one (1) or three (3) inspectors are to be
appointed. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

       2.14 Action Without Meeting. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                    ARTICLE 3

                                    Directors

       3.1  Number; Qualifications. The Board shall consist of one or more
members, the number thereof to be determined from time to time by resolution of
the Board. The directors shall be elected at the annual meeting of the
stockholders or at any special meeting of stockholders, except as provided in
Section 3.2, and each director so elected shall hold office until his successor
is elected and qualified or until his earlier resignation or removal. Directors
need not be stockholders.

       3.2  Resignation and Vacancies. A vacancy or vacancies in the Board
shall be deemed to exist in the case of the death, resignation or removal of any
director, or if the authorized number of directors be increased. Vacancies may
be filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, unless otherwise provided in the Certificate of
Incorporation. The stockholders may elect a


                                      -5-
<PAGE>   9

director or directors at any time to fill any vacancy or vacancies not filled by
the directors. If the Board accepts the resignation of a director tendered to
take effect at a future time, the Board shall have power to elect a successor to
take office when the resignation is to become effective. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

       3.3  Removal of Directors. Unless otherwise restricted by statute, the
Certificate of Incorporation or these By-Laws, any director or the entire
Board may be removed, with or without cause, by the holders of at least a
majority of the shares entitled to vote at an election of directors.

       3.4  Powers. The business of the Corporation shall be managed by or under
the direction of the Board which may exercise all such powers of the Corporation
and do all such lawful acts and things which 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.

       Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

                 (a) Select and remove all officers, agents, and employees
       of the Corporation; prescribe any powers and duties for them that are
       consistent with law, with the Certificate of Incorporation, and with
       these By-Laws; fix their compensation; and require from them security
       for faithful service;

                 (b) Confer upon any office the power to appoint, remove and
       suspend subordinate officers, employees and agents;

                 (c) Change the principal executive office or the principal
       business office in the Commonwealth of Virginia or any other state from
       one location to another; cause the Corporation to be qualified to do
       business in any other state, territory, dependency or country and conduct
       business within or without the Commonwealth of Virginia; and designate
       any place within or without the Commonwealth of Virginia for the holding
       of any stockholders meeting, or meetings, including annual meetings;

                 (d) Adopt, make, and use a corporate seal; prescribe the forms
       of certificates of stock; and alter the form of the seal and
       certificates;

                 (e) Authorize the issuance of shares of stock of the
       Corporation on any lawful terms, in consideration of money paid, labor
       done, services actually rendered, debts or securities cancelled, tangible
       or intangible property actually received;


                                      -6-
<PAGE>   10

                  (f) Borrow money and incur indebtedness on behalf of the
       Corporation, and cause to be executed and delivered for the Corporation's
       purposes, in the corporate name, promissory notes, bonds, debentures,
       deeds of trust, mortgages, pledges, hypothecations and other evidences of
       debt and securities;

                  (g) Declare dividends from time to time in accordance with
       law;

                  (h) Adopt from time to time such stock option, stock purchase,
       bonus or other compensation plans for directors, officers, employees and
       agents of the Corporation and its subsidiaries as it may determine; and

                  (i) Adopt from time to time regulations not inconsistent with
       these By-Laws for the management of the Corporation's business and
       affairs.

       3.5  Place of Meetings.  The Board may hold meetings, both regular and
special, either within or without the State of Delaware.

       3.6  Annual Meetings. The annual meetings of the Board shall be held
immediately following the annual meeting of stockholders, and no notice of such
meeting shall be necessary to the Board, provided a quorum shall be present. The
annual meetings shall be for the purposes of organization, and an election of
officers and the transaction of other business.

       3.7  Regular Meetings.  Regular meetings of the Board may be held without
notice at such time and place as may be determined from time to time by the
Board.

       3.8  Special Meetings. Special meetings of the Board may be called by
the Chairman of the Board, the President, a Vice President or a majority of the
Board. Four (4) hours' notice to each director, either personally or by
telegram, cable, facsimile, commercial delivery service, telex or similar means
sent to such director's business or home address, or two (2) day's notice by
written notice deposited in the mail or delivered by a nationally recognized
courier service, shall be given to each director by the Secretary or by the
person calling the meeting.

       3.9  Quorum and Adjournments. At all meetings of the Board, a
majority of the directors then in office shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may otherwise be specifically provided by law or the Certificate of
Incorporation. If a quorum is not present at any meeting of the Board, the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting at which the adjournment is taken, until
a quorum shall be


                                      -7-
<PAGE>   11


present. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved of by at least a majority of the required quorum for that
meeting.

       3.10 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

       3.11 Telephone Meetings. Unless otherwise restricted by the Certificate
of Incorporation or these By-Laws, any member of the Board or any committee may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

       3.12 Waiver of Notice. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

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

       3.14 Rights of Inspection. Every director shall have the absolute right
at any reasonable time to inspect and copy all books, records and documents of
every kind and to inspect the physical properties of the Corporation and also of
its subsidiary corporations, domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy and
obtain extracts.

       3.15 Nominating Procedures. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for election to the Board of
Directors of the Corporation at a meeting of stockholders may be made on behalf
of the board by the nominating committee appointed by the Board,


                                      -8-
<PAGE>   12

or by any stockholder of the Corporation entitled to vote for the election of
directors at such meeting. Such nominations, other than those made by the
nominating committee on behalf of the board, shall be made by notice in writing
delivered or mailed by first-class United States mail or a nationally recognized
courier service, postage prepaid, to the Secretary or Assistant Secretary of the
Corporation, and received by him not less than one hundred twenty (120) days
prior to any meeting of stockholders called for the election of directors;
provided, however, that if less than one hundred (100) days' notice of the
meeting is given to stockholders, such nomination shall have been mailed or
delivered to the Secretary or the Assistant Secretary of the Corporation not
later than the close of business on the seventh (7th) day following the day on
which the notice of meeting was mailed. Such notice shall set forth as to each
proposed nominee who is not an incumbent director (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the Corporation which are beneficially owned by
each such nominee and by the nominating stockholder, and (iv) any other
information concerning the nominee that must be disclosed of nominees in proxy
solicitations regulated by Regulation 14A of the Securities Exchange Act of
1934. The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if the chairman should so determine, the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

                                    ARTICLE 4

                             Committees of Directors

       4.1 Selection. The Board may, by resolution passed by a majority of the
entire Board, designate one or more committees, each committee to consist of
one or more of the directors of the Corporation. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee.

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

       4.2 Power. Any such committee, to the extent provided in the resolution
of the Board, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation (except that a committee may, to
the extent authorized in


                                      -9-
<PAGE>   13

the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board as provided in Section 151(a) of the General Corporation
Law of Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation), adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending the By-Laws of the
Corporation; and, unless the resolution or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board.

       4.3  Committee Minutes.  Each committee shall keep regular minutes of its
meetings and report the same to the Board when required.

                                    ARTICLE 5

                                    Officers

       5.1  Officers Designated. The officers of the Corporation shall be
chosen by the Board and shall be a President, a Secretary and a Treasurer. The
Board may also choose a Chairman of the Board, one or more Vice Presidents, and
one or more assistant Secretaries and assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-Laws otherwise provide.

       5.2  Appointment of Officers. The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section
5.3 or 5.5 of this Article 5, shall be appointed by the Board, and each shall
serve at the pleasure of the Board, subject to the rights, if any, of an officer
under any contract of employment.

       5.3  Subordinate Officers. The Board may appoint, and may empower the
President to appoint, such other officers and agents as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in the By-Laws or as the
Board may from time to time determine.

       5.4  Removal and Resignation of Officers. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by an affirmative vote of the majority of the
Board, at any regular or


                                      -10-
<PAGE>   14

special meeting of the Board, or, except in case of an officer chosen by the
Board, by any officer upon whom such power of removal may be conferred by the
Board.

       Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.

       5.5  Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for regular appointment to that office.

       5.6  Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board and no officer shall be prevented
from receiving a salary because he is also a director of the Corporation.

       5.7  The Chairman of the Board. The Chairman of the Board, if such an
officer be elected, shall, if present, perform such powers and duties as may be
assigned to him from time to time by the Board. He or she shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors. If
there is no President, the Chairman of the Board, if such an officer be elected,
shall also be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 5.8 of this Article 5.

       5.8  The President. Subject to such supervisory powers, if any, as
may be given by the Board or these By-Laws to the Chairman of the Board, if
there be such an officer, the President shall be the Chief Executive Officer of
the Corporation and shall, in the absence of the Chairman of the Board or if
there be none, preside at all meetings of the stockholders and at all meetings
of the Board, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board are
carried into effect. He or she 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 signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board to some other officer or agent of the Corporation.

       5.9  The Vice President. The Vice President (or in the event there be
more than one, the Vice Presidents in the order designated by the directors, or
in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his disability or refusal to
act, perform the duties of the President, and when so acting, shall have the
powers of and subject to all the restrictions


                                      -11-
<PAGE>   15

upon the President. The Vice President(s) shall perform such other duties and
have such other powers as may from time to time be prescribed for them by the
Board, the President, the Chairman of the Board or these By-Laws.

       5.10 The Secretary. The Secretary shall attend all meetings of the
Board and the stockholders and record all votes and the proceedings of the
meetings in a book to be kept 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 stockholders and special meetings of the Board,
and shall perform such other duties as may from time to time be prescribed by
the Board, the Chairman of the Board or the President, under whose supervision
he or she shall act. The Secretary shall have custody of the 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, the seal
may be attested by his or her signature or by the signature of such Assistant
Secretary. The Board may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing thereof by his or her
signature. The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the Corporation's transfer agent or
registrar, as determined by resolution of the Board, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same and the number and date of cancellation of
every certificate surrendered for cancellation.

       5.11 The Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order designated by the Board
(or in the absence of any designation, in the order of their election) shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as may from time to time be
prescribed by the Board.

       5.12 The Treasurer. The Treasurer shall have the custody of the
Corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and the Board, at its regular meetings, or when the Board so requires,
an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.

       5.13 The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order designated by the
Board (or in the absence of any designa-


                                      -12-
<PAGE>   16

tion, in the order of their election) shall, in the absence of the Treasurer or
in the event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as may from time to time be prescribed by the Board.

                                    ARTICLE 6

                               Stock Certificates

       6.1 Certificates for Shares. The shares of the Corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

       Within a reasonable time after the issuance or transfer of uncertified
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required by the General Corporation Law of the
State of Delaware or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

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

       6.3  Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated share, such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation.

       6.4  Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a percent registered on its books as the owner of
shares, and


                                      -13-
<PAGE>   17

shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

       6.5  Record Date. In order that the Corporation may determine the
stockholders of record who are entitled to receive notice of, or to vote at, any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any lawful action, the Board may fix, in advance, a record
date which shall not be more than sixty (60) nor less than ten (10) days prior
to the date of such meeting, nor more than sixty (60) days prior to the date of
any other action. A determination of stockholders of record entitled to notice
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

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

                                    ARTICLE 7

                                     Notices

       7.1  Notice. Whenever, under the provisions of the statutes 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, by mail, addressed to such
director or stockholder, at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram or telephone.

       7.2  Waiver. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed


                                      -14-
<PAGE>   18

equivalent thereto.

                                    ARTICLE 8

                               General Provisions

       8.1  Dividends. Dividends upon the capital stock of the Corporation,
subject to any restrictions contained in the General Corporation Laws of
Delaware or the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

       8.2  Dividend Reserve. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

       8.3  Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board may from time to time designate.

       8.4  Fiscal Year.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

       8.5  Corporate Seal. The Board may provide a suitable seal, containing
the name of the Corporation, which seal shall be in charge of the Secretary. If
and when so directed by the Board or a committee thereof, duplicates of the seal
may be kept and used by the Treasurer or by an Assistant Secretary or Assistant
Treasurer.

       8.6  Execution of Corporate Contracts and Instruments. The Board, except
as otherwise provided in these By-Laws, may authorize any officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation; such authority may be general or
confined to specific instances. Unless so authorized or ratified by the Board or
within the agency power of an officer, 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 for any purpose or for any amount.


                                      -15-
<PAGE>   19

                                    ARTICLE 9

                                   Amendments

       The Board of Directors is expressly empowered to adopt, amend or repeal
By-Laws of the Corporation, provided, however, that any adoption, amendment or
repeal of By-Laws of the Corporation by the board of directors shall require the
approval of at least sixty-six and two-thirds percent of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the board). The stockholders shall also have
power to adopt, amend or repeal By-Laws of the Corporation, provided, however,
that in addition to any vote of the holders of any class or series of stock of
this Corporation required by law or by the Certificate of Incorporation of the
Corporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent of the voting power of all of the then outstanding shares
of the stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required for such
adoption, amendment or repeal by the stockholders of any provisions of the
By-Laws of the Corporation.

                                   ARTICLE 10

                                 Indemnification

       10.1  Actions, Etc., Other Than By or In The Right of the Corporation.
The Corporation shall indemnify and hold harmless to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, any person who was or is a
party or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise (hereinafter an "indemnitee"), against expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement and all other
charges against which such person may be indemnified and held harmless that are
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with


                                      -16-
<PAGE>   20

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

       10.2  Actions, Etc., By or In The Right of the Corporation.  The
Corporation shall indemnify and hold harmless to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, any person who was or is a
party or is threatened to be made a party to or is involved in any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) and all other charges against which such person may be
indemnified and held harmless that are actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless such indemnification is authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, the Certificate of
Incorporation of the Corporation or these By-Laws, or unless and only to the
extent that the Court of Chancery or the court in which such action  or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the  case, such person is
fairly and reasonably entitled to indemnification  for such expenses which the
Court of Chancery or other such court shall  deem proper.

       10.3  Determination of Right of Indemnification. Any indemnification
under Section 1 or Section 2 (unless ordered by a court) shall be made by the
Corporation unless a determination is reasonably and promptly made (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal


                                      -17-
<PAGE>   21

counsel in written opinion, or (c) by the stockholders, that such person  acted
in bad faith and in a manner that such person did not believe to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal proceeding, that such person believed or had reasonable cause to
believe that his conduct was unlawful.

      10.4  Indemnification Against Expenses of Successful Party.
Notwithstanding the other provisions of this Article, to the extent that  an
indemnitee has been successful on the merits or otherwise, including  the
dismissal of an action without prejudice, in defense of any  proceeding or in
defense of any claim, issue or matter therein, such  person shall be
indemnified against all expenses incurred in connection  therewith.

      10.5.  Advances of Expenses. Except as limited by Section 6 of this
Article expenses incurred in any proceeding shall be paid by the
Corporation in advance of the final disposition of such proceeding, if  the
indemnitee shall undertake to repay such amount in the event that it  is
ultimately determined, as provided herein, that such person is not  entitled to
indemnification. Notwithstanding the foregoing, no advance  shall be made by
the Corporation if a determination is reasonably and  promptly made by the
Board by a majority vote of a quorum of disinterested directors or, if such a
quorum is not obtainable or, even  if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that,
based upon the  facts known to the Board or independent legal counsel at the
time such determination is made, such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best  interests
of the Corporation, or, with respect to any criminal  proceeding, that such
person believed or had reasonable cause to believe  his conduct was unlawful.
In no event shall any advance be made in  instances where the Board or
independent legal counsel reasonably  determine that such person deliberately
breached his duty to the  Corporation or its shareholders.

      10.6  Right to Indemnification Upon Application; Procedure Upon
Application. Any indemnification under Sections 1, 2, 3 and 4, or advance
under Section 5 of this Article, shall be made promptly, and in any event
within ninety days, upon the written request of the indemnified person, unless
with respect to applications under Sections 1, 2, 3, or 5, a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors that such person acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance.
In the event a quorum of disinterested directors is not obtainable, the Board
shall promptly direct that independent legal counsel shall decide whether the
person acted in the manner set forth in such Sections as to


                                      -18-
<PAGE>   22

justify the Corporation's not indemnifying or making an advance. The right to
indemnification or advance as granted by this Article shall be enforceable by
the indemnitee in any court of competent jurisdiction if the Board or
independent legal counsel denies the claim, in whole or in part, or if
disposition of such claim is not made within ninety days. The indemnitee's
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.

      10.7  Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board, grant
rights to indemnification, and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
with respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

      10.8  Other Rights and Remedies. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. All rights to indemnification
under this Article shall be deemed to be provided by a contract between the
Corporation and the director, officer, employee or agent who serves in such
capacity at any time while these By-Laws and other relevant provisions of the
Delaware General Corporation Law and other applicable law, if any, are in
effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.

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

      10.10 Constituent Corporation. For the purposes of this Article,
references to "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation, so that any person who is or was a director, officer,


                                      -19-
<PAGE>   23

employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same capacity.

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

      10.12  Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then
the Corporation nevertheless shall indemnify each director and officer of the
Corporation and may indemnify each employee and agent as to expenses (including
attorneys' fees), judgments, fines, amounts paid in settlement and any and all
other charges against which such person may be indemnified and held harmless as
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, other applicable law, if any, the Certificate of
Incorporation of the Corporation, or these By-Laws, with respect to any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
and an action by or in the name of the Corporation, to the fullest extent
permitted by any applicable portion of this Article that shall not have been
invalidated or by any other applicable law.



                                      -20-