As Amended June 2, 1997
                                     BY-LAWS

                                       OF

                       PALOMAR MEDICAL TECHNOLOGIES, INC.


                                    ARTICLE I

                                     Offices

        SECTION 1. Registered  Office.  The registered office of Palomar Medical
Technologies,  Inc. (the  "Corporation")  in the State of Delaware,  shall be 32
Loockerman  Square,  Suite  L-100,  Dover,  Kent  County,  Delaware  19901.  The
registered agent at such address is The Prentice Hall Corporation System, Inc.

        SECTION 2. Other 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 determine.

                                   ARTICLE II

                            Meetings of Stockholders

        SECTION 1. Annual  Meetings.  The annual meeting of the  stockholders of
the  Corporation  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
hour and place as the Board may  determine  on the third  Tuesday in May in each
year.  If for any reason the annual  meeting shall not be held on the date fixed
herein,  a special  meeting in lieu of the annual meeting may be held,  with all
the force and  effect of an annual  meeting,  on such date and at such place and
hour as shall be  designated by the Board in the notice  thereof.  At the annual
meeting any business may be transacted whether or not the notice of such meeting
shall have  contained  a reference  thereto,  except  where such a reference  is
required by law, the Certificate of Incorporation or these By-Laws.

        SECTION 2. Special  Meetings.  A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Board, by the President
or by the holders of at least forty (40)  percent of the  outstanding  shares of
the Corporation's capital stock entitled to vote thereat, and such meeting shall
be held on such date and at such  place and hour as shall be  designated  in the
notice thereof.

        SECTION 3. Notice of Meetings. Except as otherwise expressly required by
these  By-laws or by law,  notice of each meeting of the  stockholders  shall be
given not less than ten (10) nor more than  sixty  (60) days  before the date of
the meeting to each  stockholder of record entitled to notice of, or to vote at,
such  meeting by  delivering a  typewritten  or printed  notice  thereof to such
stockholder  personally or by depositing  such notice in the United States mail,
directed to such stockholder at such stockholder's  address as it appears on the
stock records of the Corporation.  Every such notice shall state the place, date
and hour of the meeting  and, in the case of a special  meeting,  the purpose or
purposes for which the meeting is called. Notice of any adjourned meeting of the
stockholders shall not be required to be given if the time and place thereof are
announced at the meeting at which the adjournment is taken and a new record date
for the adjourned meeting is not thereafter fixed.

        SECTION 4. Quorum and Manner of Acting.  Except as  otherwise  expressly
required by law, if  stockholders  holding of record a majority of the shares of
stock of the  Corporation  issued,  outstanding  and entitled to be voted at the
particular  meeting  shall be  present  in person or by proxy,  a quorum for the
transaction of business at any meeting of the  stockholders  shall exist. In the
absence  of a quorum at any such  meeting  or any  adjournment  or  adjournments
thereof,  a majority in voting  interest of those  present in person or by proxy
and  entitled to vote  thereat may adjourn  such meeting from time to time until
stockholder  holding the amount of stock requisite for a quorum shall be present
in  person  or by  proxy.  At any such  adjourned  meeting  at which a quorum is
present any business may be transacted  which might have been  transacted at the
meeting as originally called.

        SECTION  5.   Organization   of   Meetings.   At  each  meeting  of  the
stockholders,  one of the  following  shall act as  chairman  of the meeting and
preside thereat, in the following order of precedence:

                               (a)  the President;

                               (b) any other office or a stockholder  of record
                        designated  by a  majority  in  voting  interest  of the
                        stockholders  present in person or by proxy and entitled
                        to vote thereat.

The Secretary of the Corporation (the "Secretary") or, if the Secretary shall be
absent from or presiding  over the meeting in accordance  with the provisions of
this Section,  the person whom the chairman of the meeting shall appoint,  shall
act as secretary of the meeting and keep the minutes thereof.

        SECTION 6. Order of  Business.  The order of business at each meeting of
the  stockholders  shall be determined by the chairman of the meeting,  but such
order of  business  may be  changed by a majority  in voting  interest  of those
present in person or by proxy at such meeting and entitled to vote thereat.

        SECTION 7. Voting.  Except as otherwise  provided in the  Certificate of
Incorporation,  each stockholder shall, at each meeting of the stockholders,  be
entitled  to one  vote in  person  or by proxy  for  each  share of stock of the
Corporation  which  has  voting  power on the  matter in  question  held by such
stockholder and registered in such stockholder's name on the stock record of the
Corporation:

                (a) on the date fixed pursuant to the provisions of Section 6 of
        Article VII of these By-laws as the record date for the determination of
        stockholders  who shall be entitled to receive  notice of and to vote at
        such meeting; or

                (b) if no record  date  shall  have  been so fixed,  then at the
        close of business on the day next  preceding  the day on which notice of
        the meeting shall be given or, if notice of the meeting shall be waived,
        at the close of business on the day next  preceding the day on which the
        meeting shall be held.

Any  vote  of  stock  of the  Corporation  may be  held  at any  meeting  of the
stockholders  by the person  entitled to vote the same in person or by proxy. At
all meetings of the  stockholders all matters,  except as otherwise  provided in
the Certificate of  Incorporation,  in these By-laws or by law, shall be decided
by the vote of a majority  in voting  interest  of the  stockholders  present in
person or by proxy and entitled to vote thereat, a quorum being present.

        SECTION 8. Consent in Lieu of Meeting.  Any action  required to be taken
or any other  action  which may be taken at any  annual or  special  meeting  of
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,  provided that
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.

        SECTON  9.  Inspectors.  Either  the  board  or,  in  the  absence  of a
designation of inspectors by the Board,  the chairman of the meeting may, in the
discretion of the Board or the  chairman,  appoint one or more  inspectors,  who
need not be  stockholders,  who shall  receive  and take  charge of ballots  and
proxies  and  decide  all  questions  relating  to the  qualification  of  those
asserting  the right to vote and the  validity  of ballots and  proxies.  In the
event of the  failure  or refusal to serve of any  inspector  designated  by the
Board, the chairman of the meeting shall appoint an inspector to act in place of
each such inspector designated by the Board.

        SECTION  10.  Notice  of  Stockholder  Business  at  a  Meeting  of  the
Stockholders.  The  following  provisions  of this Section 10 shall apply to the
conduct of business at any meeting of the stockholders. (As used in this Section
10, the term annual meeting shall include a special meeting in lieu of an annual
meeting.)

                (a) At any meeting of the stockholders, only such business shall
        be conducted as shall have been brought  before the meeting (i) pursuant
        to the Corporation's  notice of meeting,  (ii) by or at the direction of
        the board of directors or (iii) by any  stockholder  of the  Corporation
        who is a  stockholder  of record  at the time of  giving  of the  notice
        provided for in paragraph  (b) of this Section 10, who shall be entitled
        to vote at such meeting and who complies with the notice  procedures set
        forth in paragraph (b) of this Section 10.

                (b) For  business to be properly  brought  before any meeting of
        the stockholders by a stockholder  pursuant to clause (iii) of paragraph
        (a) of this Section 10, the stockholder  must give 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  (i) in the case of an
        annual meeting (or a special meeting in lieu of the annual meeting), not
        less than ninety  (90) days prior to the date for such  annual  meeting,
        regardless  of any  postponements,  deferrals  or  adjournments  of that
        meeting to a later date; PROVIDED,  HOWEVER,  that if the annual meeting
        of  stockholders or a special meeting in lieu thereof is to be held on a
        date prior to the  Specified  Date,  and if less than one hundred  (100)
        days'  notice or prior public  disclosure  of the date of such annual or
        special meeting is given or made, notice by the stockholder to be timely
        must be so  delivered or mailed and received not later than the close of
        business on the tenth  (10th) day  following  the earlier of the date on
        which notice of the date of such annual or special meeting was mailed or
        the day on which public  disclosure  was made of the date of such annual
        or special  meeting;  and (ii) in the case of a special  meeting  (other
        than a special meeting in lieu of an annual meeting), not later than the
        tenth (10th) day following the earlier of the day on which notice of the
        date of the  scheduled  meeting  was  mailed or the day on which  public
        disclosure   was  made  of  the  date  of  the  scheduled   meeting.   A
        stockholder's  notice to the secretary shall set forth as to each matter
        the  stockholder  proposes  to  bring  before  the  meeting  (i) a brief
        description of the business desired to be brought before the meeting and
        the reasons for conducting  such business at the meeting,  (ii) the name
        and  address,  as  they  appear  on  the  Corporation's  books,  of  the
        stockholder  proposing  such  business,  the  name  and  address  of the
        beneficial  owner, if any, on whose behalf the proposal is made, and the
        name and address of any other  stockholder or beneficial owners known by
        such  stockholder to be supporting  such  proposal,  (iii) the class and
        number of shares of the Corporation which are owned  beneficially and of
        record by such stockholder of record,  by the beneficial  owner, if any,
        on whose  behalf the proposal is made and by any other  stockholders  or
        beneficial  owners  known  by such  stockholder  to be  supporting  such
        proposal,  and (iv) any material  interest of such stockholder of record
        and/or of the beneficial  owner, if any, on whose behalf the proposal is
        made, in such proposed  business and any material  interest of any other
        stockholders  or  beneficial  owners  known  by such  stockholder  to be
        supporting such proposal in such proposed business,  to the extent known
        by such stockholder.

                (c)  Notwithstanding  anything in these by-laws to the contrary,
        no business  shall be conducted at a meeting  except in accordance  with
        the procedures set forth in this Section 10. The person presiding at the
        meeting  shall,  if the facts  warrant,  determine that business was not
        properly  brought  before the meeting in accordance  with the procedures
        prescribed  by these  by-laws,  and if the  person  presiding  should so
        determine,  he or she  shall  so  declare  at the  meeting  and any such
        business  not  properly   brought   before  the  meeting  shall  not  be
        transacted. Notwithstanding the foregoing provisions of this Section 10,
        a stockholder shall also comply with all applicable  requirements of the
        Securities   Exchange  Act  of  1934,   as  amended  (or  any  successor
        provisions),  and the rules and  regulations  thereunder with respect to
        the matters set forth in this Section 10.

                (d) This  provisions  shall not  prevent the  consideration  and
        approval or disapproval at the meeting of reports of officers, directors
        and committees of the board of directors,  but, in connection  with such
        reports,  no new  business  shall be acted upon at such  meeting  unless
        properly brought before the meeting as herein provided.


                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 1. General Powers. The property,  business, affairs and policies
of the Corporation shall be managed by or under the direction of the Board.

        SECTION  2.  Number and Term of Office.  The number of  directors  which
shall  constitute  the initial Board shall be one (1) and  thereafter  the Board
shall consist of not less than one (1) person, the number, within said limits to
be fixed from time to time by a vote of the  stockholders  at the annual meeting
or at a  special  meeting  called  for the  purpose  by the  Board.  Each of the
directors of the  Corporation  shall hold office until the annual  meeting after
such director's  election and until such  director's  successor shall be elected
and shall  qualify or until such  director's  earlier  death or  resignation  or
removal in the manner  hereinafter  provided.  Subject to the first  sentence of
this  Section 2, the  Directors in office at any time may increase the number of
directors between stockholders' meetings, and the additional  directorships thus
created  may be filled by a majority of the  directors  in office at the time of
the  increase  or,  if  not so  filled  prior  to the  next  annual  meeting  of
stockholders,  by the stockholders.  Vacancies in the Board may be filled by the
remaining  Directors,  although less than a quorum,  for the  unexpired  term or
terms.

        SECTION 3. Election.  Unless  otherwise  provided by the  Certificate of
Incorporation,  at each annual meeting of the  stockholders  for the election of
directors  at which a quorum is present,  the  persons  receiving  the  greatest
number of votes,  up to the  number of  directors  to be  elected,  shall be the
directors. Directors need not be stockholders of the Corporation.

        SECTION 4. Meetings.

        (A) Annual Meetings. The annual meeting of the Board, for the purpose of
organization,  the elections of officers and the  transaction of other business,
shall be held at the place of and immediately following final adjournment of the
annual meeting of stockholders or the special meeting in lieu thereof.

        (B) Regular  Meetings.  Regular  meetings of the Board or any  committee
thereof  shall be held as the board or such  committee  shall  from time to time
determine.

        (C)  Special  Meetings.  Special  meetings of the Board may be called by
order o the President or by any two of the directors then in office.

        (D) Notice of Meetings. No notice of regular meetings of the Board or of
any committee  thereof or of any adjourned  meeting  thereof need be given.  The
Secretary shall give prior notice to each director of the time and place of each
special meeting of the Board or adjournment thereof.  Such notice shall be given
to each director in person or by telephone, telegraph or ordinary mail, not less
than two days before the meeting if given in person or by telephone or telegraph
and,  if give by mail,  post  marked at least four (4) days prior to the special
meeting if given by mail, and sent to such director at the director's  residence
or usual  business  address.  Notice of any special  meeting of the Board or any
committee  thereof  shall not be required to be given to any  director who shall
attend such meeting.  Any meeting of the Board or any committee thereof shall be
a legal  meeting  without  any  notice  thereof  having  been  given  if all the
directors then in office shall be present thereat.  The purposes of a meeting of
the Board or any committee thereof need not be specified in the notice thereof.

        (E) Time and  Place of  Meeting.  Regular  meetings  of the Board or any
committee  thereof  shall be held at such times and place or places as the Board
or such committee may from time to time determine. Special meetings of the Board
or any  committee  thereof shall be held at such times and places as the callers
thereof may determine.

        (F) Quorum and Manner of Acting.  Except as otherwise expressly required
by these  By-laws or by law, a majority  of the  directors  then in office and a
majority  of the  members  of any  committee  shall be  present in person at any
meeting  thereof in order to constitute a quorum for the transaction of business
at such meeting, and the vote of a majority of the directors present at any such
meeting at which a quorum is present  shall be necessary  for the passage of any
resolution  or for an act to be the act of the Board or such  committee.  In the
absence of a quorum,  a majority of the  directors  present  thereat may adjourn
such meeting either finally or from time to time to another time and place until
a quorum shall be present  thereat.  In the latter case notice of the  adjourned
time and place shall be given as aforesaid to all Directors.

        (G)  Organization of Meetings.  At each meeting of the Board, one of the
following  shall act as chairman of the  meeting  and  preside  thereat,  in the
following order of precedence:

                (a) the President;

                (b) any director  chosen by a majority of the directors  present
        thereat.

The  Secretary  or, in case of the  Secretary's  absence,  the  person  whom the
chairman of the meeting  shall  appoint,  shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the Board
shall be determined by the chairman of such meeting.

        (H) Consent in Lieu of Meeting.  Any action  required or permitted to be
taken at any meeting of the Board or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in a writing or writings and such writing or writings are filed with the
minutes or the  proceedings  of the Board or committee.  Such consents  shall be
treated for all purposes as a vote at a meeting.

        (I) Action by Communications Equipment. The directors may participate in
a meeting of the Board or any committee thereof 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  shall  constitute
presence in person at such meeting.

        SECTION 5. Compensation.  Each director,  in consideration of serving as
such, may receive from the  Corporation  such amount per annum and such fees and
expenses  incurred for  attendance at meetings of the Board or of any committee,
or both, as the Board may from time to time determine. Nothing contained in this
Section shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

        SECTION 6. Resignation,  Removal and Vacancies.  Any director may resign
at any time by giving written notice of such resignation to the President or the
Secretary.

        Any such resignation shall take effect at the time specified therein or,
if not  specified  therein,  upon  receipt.  Unless  otherwise  specified in the
resignation, its acceptances shall not be necessary to make it effective. Any or
all of the  directors may be removed at any time for cause or without cause at a
meeting of stockholders by vote of a majority of shares then entitled to vote at
an election of directors.  Any director also may be removed as a director at any
time for cause by vote of a majority of the directors then in office.

        If the office of any  director  becomes  vacant at any time by reason of
death,  resignation,  retirement,  disqualification,   removal  from  office  or
otherwise,  or if  any  new  directorship  is  created  by any  increase  in the
authorized  number of  directors,  a majority of the  directors  then in office,
though  less  than a  quorum,  or the  sole  remaining  director,  may  choose a
successor  or fill the newly  created  directorship  and the  director so chosen
shall hold office,  subject to the provisions of these  By-laws,  until the next
annual  election of directors and until his successor  shall be duly elected and
shall qualify.  In the event that a vacancy  arising as aforesaid shall not have
been filled by the Board,  such vacancy may be filled by the stockholders at any
meeting thereof after such office becomes vacant. If one or more directors shall
resign from the Board,  effective at a future date, a majority of the  directors
then in office,  including those who have so prospectively resigned,  shall have
the power to fill such  vacancy or  vacancies,  the vote  thereon to take effect
when such resignation or resignations shall become effective,  and each director
so  chosen  shall  hold  office  as  herein  provided  in the  filling  of other
vacancies.

        SECTION 7.  Committees.  The directors may, by vote of a majority of the
directors  then I office,  appoint from their number one or more  committees and
delegate to such committees some or all of their powers to the extent  permitted
by law, the Certificate of Incorporation  or these By-laws.  Except as the Board
of Directors may otherwise  determine,  any such committee may, by majority vote
of the  entire  committee,  make  rules for the  conduct  of its  business.  The
directors  shall  have  the  power  at any  time to fill  vacancies  in any such
committee, to change its membership or to discharge the committee.

        SECTION 8. Advisory Council. The directors may, by vote of a majority of
the  directors  then in office,  establish  an advisory  council to the Board of
Directors.  The advisory council shall have no duties, but may provide the Board
with advice  relating to the  business of the  Corporation.  The members of this
council, in their capacity as advisory council members, shall not be entitled to
vote at any annual,  regular,  or special meetings of the Board and shall attend
such  meetings only at the  discretion of the Board of Directors.  The directors
shall  have the  power at any time to fill  vacancies  in any such  council,  to
change its  membership  or to discharge  the council.  No member of the advisory
council  as a result of such  capacity  shall be deemed  to be an  officer  or a
member of the Board of Directors.

                                   ARTICLE IV

                                    Officers


        SECTION 1. Election and Appointment and Term of Office.  The officers of
the corporation  shall be a President,  such number,  if any, of Vice Presidents
(including  any Executive or Senior Vice  Presidents) as the Board may from time
to time  determine,  a Secretary  and a Treasurer.  Each such  officer  shall be
elected by the Board at its annual  meeting and hold office for such term as may
be prescribed by the Board.  Two or more offices may be held by the same person.
The President may, but need not, be chosen from among the Directors.

        The Board may elect or  appoint  (and may  authorize  the  President  to
appoint) such other officers  (including one or more Assistant  Secretaries  and
Assistant  Treasurers)  as it deems  necessary who shall have such authority and
shall  perform such duties as the Board or the  President  may from time to time
prescribe.

        If additional  officers are elected or appointed  during the year,  each
shall hold office until the next annual  meeting of the Board at which  officers
are regularly elected or appointed and until such officer's successor is elected
or appointed and qualified or until such officer's  earlier death or resignation
or removal in the manner hereinafter provided.

        SECTION 2. Duties and Functions.

        (A) President. The President shall be the chief executive officer of the
Corporation and shall have general  direction and supervision  over the business
and  affairs of the  Corporation,  subject  to the  directions  and  limitations
imposed  by the Board  and these  By-laws,  and  shall see that all  orders  and
resolutions  of the Board are carried  into  effect.  The  President  shall,  if
present, preside at all meetings of stockholders and of the Board and shall also
perform such other duties and have such other powers as are  prescribed by these
By-laws  or as may be from  time to  time  prescribed  by the  Board,  or  these
By-laws.

        (B) Vice  Presidents.  Each Vice  President  shall have such  powers and
duties as shall be prescribed by the Board.

        (C)  Secretary.  The Secretary  shall attend and keep the records of all
meetings of the Stockholders, the Board and all other committees, if any, in one
or more books kept for that  purpose.  The  Secretary  shall give or cause to be
given due  notice of all  meetings  in  accordance  with  these  By-laws  and as
required  by law.  The  Secretary  shall  notify  the  several  officers  of the
Corporation  of all action  taken by the Board  concerning  matters  relating to
their  duties  and shall  transmit  to the  appropriate  officers  copies of all
contracts  and  resolutions  approved  by the  Board.  The  Secretary  shall  be
custodian of the seal of the Corporation and of all contracts,  deeds, documents
and other corporate papers,  records (except  financial and accounting  records)
and  indicia of title to  properties  owned by the  Corporation  as shall not be
committed  to the custody of another  officer by the Board or by the  President.
The Secretary  shall affix or cause to be affixed the seal of the Corporation to
instruments  requiring  the same when the same have been signed on behalf of the
Corporation by a duly authorized officer. The Secretary shall perform all duties
and have all powers  incident to the office of Secretary  and shall perform such
other duties as shall be assigned by the Board or the  President.  The Secretary
may be assisted by one or more Assistant Secretaries,  who shall, in the absence
or  disability of the  Secretary,  perform the duties and exercise the powers of
the Secretary.

        (D)  Treasurer.  The  Treasurer  shall have  charge  and  custody of the
corporate funds and other valuable effects,  including securities. The Treasurer
shall keep true and full  accounts  of all  assets,  liabilities,  receipts  and
disbursements and other  transactions of the Corporation and shall cause regular
audits of the books and records of the  Corporation  to be made.  The  Treasurer
shall perform all duties and have all powers incident to the office of Treasurer
and shall  perform  such other  duties as shall be  assigned by the Board or the
President.  The Treasurer may be assisted by one or more  Assistant  Treasurers,
who shall, in the absence or disability of the Treasurer,  perform the duties or
exercise the powers of the Treasurer.

        SECTION 4. Resignation, Removal and Vacancies. Any officer may resign at
any time by giving  written  notice of such  resignation to the President or the
Secretary of the Corporation. Any such resignation shall take effect at the time
specified therein or, if not specified  therein,  when accepted by action of the
Board.

        Any officer, agent or employee may be removed, with or without cause, at
any time by the Board or by the officer who made such appointment.

        A vacancy in any office may be filled for the  unexpired  portion of the
term in the same manner as provided in these By-laws for election or appointment
to such office.

                                    ARTICLE V

                      Waiver of Notices; Place of Meetings

        SECTION 1. Waiver of Notices. Whenever notice is required to be given by
the Certificate of  Incorporation,  by these By-laws or by law, a waiver thereof
in  writing,  signed by the  person  entitled  to such  notice,  or by  attorney
thereunto authorized, shall be deemed equivalent to notice, whether given before
or after the time specified  therein.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting,  except where the person  attends
the  meeting for the  express  purpose of  objecting,  at the  beginning  of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

        SECTION 2. Place of Meetings. Any meeting of the Stockholders, the Board
or any  committee  of the  Board  may be held  within  or  outside  the State of
Delaware.

                                   ARTICLE VI

                      Execution and Delivery of Documents;
                      Deposits; Proxies, Books and Records

        SECTION 1.  Execution and Delivery of Documents;  Delegation.  The Board
shall designate the officers,  employees and agents of the Corporation who shall
have  power  to  execute  and  deliver  deeds,  contracts,   mortgages,   bonds,
debentures,  checks,  drafts and other orders for the payment of money and other
documents  for  and in the  name  of the  Corporation  and  may  authorize  such
officers,  employees and agents to delegate such power  (including  authority to
redelegate) by written instrument to other officers,  employees or agents of the
Corporation.

        SECTION 2. Deposits. All funds of the corporation not otherwise employed
shall  be  deposited  from  time to time to the  credit  of the  Corporation  or
otherwise as the Board or the President or any other officer,  employee or agent
of the  Corporation  to whom power in that respect shall have been  delegated by
the Board or these By-laws shall select.

        SECTION 3.  Proxies in  Respect  of Stock or Other  Securities  of Other
Corporations.  The President or any officer of the Corporation designated by the
Board  shall have the  authority  from time to time to appoint  and  instruct an
agent or agents of the  Corporation to exercise in the name and on behalf of the
Corporation  the powers and rights which the  Corporation may have as the holder
of stock or other  securities  in any other  corporation,  to vote or consent in
respect of such stock or  securities  and to execute or cause to be  executed in
the name and on  behalf of the  Corporation  and  under  its  corporate  seal or
otherwise,  such written proxies, powers of attorney or other instruments as the
President  or such  officer  may deem  necessary  or  proper  in order  that the
Corporation may exercise such powers and rights.

        SECTION 4. Books and Records.  The books and records of the  Corporation
may be kept at such places  within or without the State of Delaware as the Board
may from time to time determine.

                                   ARTICLE VII

                    Certificates; Stock Record; Transfer and
                Registration; New Certificates; Record Date; etc.


        SECTION  1.  Certificates  for  Stock.  Every  owner  of  stock  of  the
Corporation  shall be entitled to have a  certificate  certifying  the number of
shares owned by such stockholder in the Corporation and designating the class of
stock to which such shares belong,  which shall otherwise be in such form as the
Board shall prescribe. Each such certificate shall be signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation.  Any of or all such signatures may
be facsimiles.  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 nevertheless be issued by the Corporation with the same effect
as if such person were such officer,  transfer agent or registrar at the date of
issue. Every certificate surrendered to the Corporation for exchange or transfer
shall be canceled and a new certificate or  certificates  shall not be issued in
exchange for any existing certificate until such existing certificate shall have
been so canceled, except in cases provided for in Section 4 of this Article.

        SECTION  2. Stock  Record.  A stock  record in one or more  counterparts
shall be kept of the name of the person,  firm or  corporation  owning the stock
represented by each certificate for stock of the Corporation  issued, the number
of shares  represented  by each such  certificate,  the date thereof and, in the
case of cancellation, the date of cancellation.

        SECTION 3. Transfer and Registration of Stock.

        (A)  Transfer.  The  transfer of stock and  certificates  of stock which
represent  the stock of the  Corporation  shall be  governed by Article 8 of the
Uniform  Commercial Code, as adopted I the State of Delaware and as amended from
time to time.

        (B) Registration.  Registration of transfer of shares of the Corporation
shall be made  only on the books of the  Corporation  by the  registered  holder
thereof, or by such holder's attorney thereunto  authorized by power of attorney
duly  executed  and  filed  with  the  Secretary,  and on the  surrender  of the
certificate or certificates for such shares properly  endorsed or accompanied by
a stock power duly executed, with any necessary transfer stamps affixed and with
such proof of authenticity of signatures and such proof of authority to make the
transfer as may be required by the Corporation or its transfer agent.

        SECTION 4. New Certificates.

        (A) Lost, Stolen or Destroyed  Certificates.  The Board may direct a new
share  certificate  or  certificates  to be  issued by the  Corporation  for any
certificate  or  certificates  alleged to have been lost,  stolen,  mutilated or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate to be lost,  stolen,  mutilated or destroyed.  When  authorizing
such  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 such lost, stolen,  mutilated or destroyed certificate or certificates,
or such owner's legal representative, to give the Corporation a bond in such sum
and in such form as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect tot he  certificate  alleged to have
been lost, stolen, mutilated or destroyed.

        SECTION 5. Regulations. The Board may make such rules and regulations as
it may deem  expedient,  not  inconsistent  with these  By-laws,  concerning the
issue, transfer and registration of certificates for stock of the Corporation.

        SECTION 6. Fixing Date for  Determination of Stockholders of Record.  In
order that the Corporation may determine the stockholders  entitled to notice of
or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or to
express consent to corporate action in writing without a meeting, or entitled to
receive  payment of any  dividend  or other  distribution  or  allotment  of any
rights, or entitled to exercise any rights in respect of any change,  conversion
or exchange of stock or for the purpose of any other  lawful  action,  the Board
may fix, in advance, a record date, which shall not be more than 60 or less than
10 days  before  the date of such  meeting,  nor more than 60 days  prior to any
other action. A determination  of stockholders  entitled to notice of or to vote
at a meeting of the stockholders  shall apply to any adjournment of the meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

                                  ARTICLE VIII

                                      Seal

        The Board shall provide a corporate  seal which shall bear the full name
of the Corporation and the year and state of its incorporation.

                                   ARTICLE IX

                                 Indemnification

        SECTION  1.  Actions,  Etc.  Other  Than  by  or in  the  Right  of  the
Corporation.  The  Corporation  shall,  to the full extent legally  permissible,
indemnify  any person who was or is a party or is  threatened to be made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil,  criminal,  administrative  or  investigative,  including  a  grand  jury
proceeding,  and all appeals (but excluding any such action,  suit or proceeding
by or in the right of the  Corporation),  by reason of the fact that such person
is or was a director,  executive  officer (as  hereinafter  defined) or advisory
council  member of the  Corporation,  or is or was serving at the request of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe the  conduct in  question  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 such person did not act in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  that such person had reasonable cause to believe
that the  conduct in  question  was  unlawful.  As used in this  Article  IX, an
"executive  officer" of the  Corporation  is the  president,  treasurer,  a vice
president given the title of executive vice president, or any officer designated
as such pursuant to vote of the Board of Directors.

        SECTION 2.  Actions,  Etc., by or in the Right of the  Corporation.  The
Corporation shall, to the full extent legally permissible,  indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action or suit,  including  appeals,  by or in the right of
the  Corporation to procure a judgment in its favor,  by reason of the fact that
such  person is or was a director or  executive  officer of the  Corporation  as
defined in Section 1 of this Article, or is or was serving at the request of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection  with the defense or settlement of such action or suit
if such  person  acted in good  faith  and in a manner  such  person  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation,
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which  such  person  shall have been  adjudged  to be liable tot he
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Court of Chancery or such other court shall deem proper.

        SECTION   3.   Determination   of   Right   of   Indemnification.    Any
indemnification  of a director or officer  (unless  ordered by a court) shall be
made  by the  Corporation  only  as  authorized  in  the  specific  case  upon a
determination that such  indemnification is proper in the circumstances  because
the director or executive officer has met the applicable  standard of conduct as
set forth in Section s 1 and 2 hereof.  Such a determination shall be reasonably
and promptly  made (i) 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 (ii) (if such a quorum is not obtainable,  or, even if obtainable if a quorum
of disinterested directors so directs) by independent legal counsel in a written
opinion, or (iii) by the stockholders.

        SECTION  4.  Indemnification   Against  Expenses  of  Successful  Party.
Notwithstanding  any other  provision  of this  Article,  to the  extent  that a
director or officer of the  Corporation  has been successful in whole or in part
on the  merits or  otherwise,  including  the  dismissal  of an  action  without
prejudice,  in defense of any action,  suit or  proceeding  or in defense of any
claim,  issue or matter  therein,  such person shall be indemnified  against all
expenses incurred in connection therewith.

        SECTION 5.  Advances  of  Expenses.  Expenses  incurred by a director or
officer in any action,  suit or proceeding  shall be paid by the  Corporation in
advance of the final disposition  thereof, if such person shall undertake to pay
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 (i) by the Board of Directors by a majority vote of
a quorum of disinterested directors, or (ii) (if such a quorum is not obtainable
or, even if obtainable,  if a quorum of  disinterested  directors so directs) by
independent legal counsel in a written opinion, that, based upon the facts known
to the Board of  Directors  or such  counsel at the time such  determination  is
made,   such  person  has  not  met  the  relevant   standards   set  forth  for
indemnification in Section 1 or 2, as the case may be.

        SECTION 6. Right to  Indemnification  Upon  Application;  Procedure Upon
Application.  Any indemnification or advance under Sections 1, 2, 4 or 5 of this
Article shall be made  promptly,  and in any event within ninety days,  upon the
written request of the person seeking to be indemnified,  unless a determination
is reasonably and promptly made by the Board of Directors that such person acted
in a manner set forth in such  Sections so as to justify the  Corporation's  not
indemnifying  such person or making  such an advance.  In the event no quorum of
disinterested  directors is  obtainable,  the Board of Directors  shall promptly
appoint  independent  legal  counsel to decide  whether the person  acted in the
manner  set  forth in such  Sections  so as to  justify  the  Corporation's  not
indemnifying such person or making such an advance. The right to indemnification
or advances as granted by this Article  shall be  enforceable  by such person in
any court of  competent  jurisdiction,  if the Board of Director or  independent
legal  counsel  denies  the  claim  therefor,  in  whole  or in  part,  or if no
disposition of such claim is made within ninety days.

        SECTION  7.  Other  Right and  Remedies;  Continuation  of  Rights.  The
indemnification  and advancement of expenses  provided by this Article shall not
be  deemed   exclusive  of  any  other  rights  to  which  any  person   seeking
indemnification  or  advancement  of expenses may be entitled  under any By-law,
agreement,   vote  of  stockholders  or  disinterested  directors,  the  General
Corporation Law of the State of Delaware or otherwise, both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.  All rights to  indemnification  or advancement  under this Article
shall be deemed to be in the  nature of  contractual  rights  bargained  for and
enforceable  by each director and  executive  officer as defined in Section 1 of
this  Article  who serves in such  capacity  at any time while this  Article and
other  relevant  provisions  of the  General  Corporation  Law of the  State  of
Delaware  and other  applicable  laws,  if any,  are in  effect.  All  rights to
indemnification  under this Article or advancement of expenses shall continue as
to a person who has  ceased to be a director  or  executive  officer,  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.  No repeal or modification  of this Article shall  adversely  affect any
such rights or obligations then existing with respect to any state of facts then
or  theretofore  existing  or any  action,  suit or  proceeding  theretofore  or
thereafter  brought based in whole or in part upon any such state of facts.  The
Corporation  shall also indemnify any person for  attorneys'  fees,  costs,  and
expenses in connection  with the successful  enforcement of such person's rights
under this Article.

        SECTION 8. Other  Indemnitees.  The Board of  Directors  may, be general
vote or by vote pertaining to a specific  officer,  employee or agent,  advisory
council member or class thereof, authorized indemnification of the Corporation's
employees and agents,  in addition to those  executive  officers and to whatever
extent it may determine,  which may be in the same manner and to the same extent
provided above.

        SECTION 9. Insurance.  Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain  insurance on behalf of any person who
is or was a director, officer, employee, advisory council member 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 such
person and incurred by such person in any such capacity,  or arising out of such
person's status as such,  whether or not the Corporation would have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

        SECTION 10. Constituent Corporations.  For the purposes of this Article,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporations  (including  any  constituent  of a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors and officers so that any person who is or was a director or officer of
such a  constituent  corporation  or is or was  serving  at the  request of such
constituent  corporation  as a  director  or  officer  of  another  corporation,
partnership,  joint venture,  trust or other  enterprise shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

        SECTION 11. Savings Clause.  If this Article or any portion hereof shall
be  invalidated on any ground by any court of competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each director,  executive  officer,
advisory  council  member,  and those  employees  and agents of the  Corporation
granted  indemnification  pursuant to Section 3 hereof as to expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  including  a grand jury  proceeding,  and all  appeals,  and any
action  by the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this  Article  that shall not have been  invalidated  or by any other
applicable law.

        SECTION 12.  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  any  employee  benefit  plan,  its  participants,   or
beneficiaries;  and a person who acted in good faith and in a manner such person
reasonably  believed to be in the interest of the participants and beneficiaries
of any  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.

                                    ARTICLE X

                                    Dividends

        Subject to the applicable provision of the Certificate of Incorporation,
if any, dividends upon the outstanding shares of the Corporation may be declared
by the Board of Directors at any regular or special meeting  pursuant to law and
may be paid in cash, in property, or in shares of the Corporation.

                                   ARTICLE XI

                                   Fiscal Year

        The fiscal year of the Corporation  shall be determined by resolution of
the Board of Directors.

                                   ARTICLE XII

                                   Amendments

        These  By-laws  may be  amended,  altered or  repealed  by the vote of a
majority of the entire Board,  subject to the power of the holders of a majority
of the outstanding stock of the corporation entitled to vote in respect thereof,
to amend or repeal any By-law made by the Board.