BYLAWS

                                       OF

                                 PRIME RVC, INC.

                             a Delaware corporation

                                 (the "Company")

                        (Adopted as of January 31, 2000)


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                                     BYLAWS

                                       OF

                                 PRIME RVC, INC.

Article I

                                     OFFICES

Section 1.1 Registered  Office.  The registered office of the Company within the
State of Delaware shall be located at either (i) the principal place of business
of the Company in the State of Delaware or (ii) the office of the corporation or
individual acting as the Company's registered agent in Delaware.

Section 1.2 Additional  Offices.  The Company may, in addition to its registered
office in the State of Delaware, have such other offices and places of business,
both within and without the State of Delaware,  as the Board of Directors of the
Company  (the  "Board")  may from time to time  determine or as the business and
affairs of the Company may require.

Article II

                              STOCKHOLDERS MEETINGS

Section 2.1 Annual Meetings.  Annual meetings of stockholders shall be held at a
place and time on any  weekday  that is not a holiday  and that is not more than
120 days after the end of the fiscal year of the Company as shall be  designated
by the Board and stated in the notice of the meeting,  at which the stockholders
shall elect the directors of the Company and transact such other business as may
properly be brought before the meeting.

Section 2.2 Special  Meetings.  Special  meetings of the  stockholders,  for any
purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation,  (i) may be called by the chairman of the board or the  president
and (ii) shall be called by the president or secretary at the request in writing
of a majority of the Board or  stockholders  owning capital stock of the Company
representing  a  majority  of the  votes of all  capital  stock  of the  Company
entitled to vote thereat.  Such request of the Board or the  stockholders  shall
state the purpose or purposes of the proposed meeting.

Section 2.3 Notices.  Written notice of each  stockholders  meeting  stating the
place, date and hour of the meeting shall be given to each stockholder  entitled
to vote thereat by or at the  direction of the officer  calling such meeting not
less than ten nor more than sixty days before the date of the  meeting.  If said
notice is for a stockholders  meeting other than an annual meeting,  it shall in
addition state the purpose or purposes for which said meeting is called, and the
business transacted at such meeting shall be limited to the matters so stated in
said notice and any matters reasonably related thereto.

Section  2.4 Quorum.  The  presence at a  stockholders  meeting of the  holders,
present  in person or  represented  by proxy,  of capital  stock of the  Company
representing  a  majority  of the  votes of all  capital  stock  of the  Company
entitled  to vote  thereat  shall  constitute  a quorum at such  meeting for the
transaction of business except as otherwise  provided by law, the certificate of
incorporation  or these Bylaws.  If a quorum shall not be present or represented
at any meeting of the stockholders,  a majority of the stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  At such reconvened
meeting at which a quorum shall be present or  represented,  any business may be
transacted  that  might  have  been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment a new record date is fixed for the reconvened  meeting,  a notice of
said  meeting  shall  be  given  to each  stockholder  entitled  to vote at said
meeting.  The  stockholders  present at a duly convened  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

Section 2.5       Voting of Shares.
                  ----------------

Section  2.5.1  Voting  Lists.  The officer or agent who has charge of the stock
ledger of the Company  shall  prepare,  at least ten days and no more than sixty
days before every meeting of  stockholders,  a complete list of the stockholders
entitled to vote thereat arranged in alphabetical  order and showing the address
and the number of shares registered in the name of each  stockholder.  Such list
shall  be open to the  examination  of any  such  stockholder,  for any  purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.  The original  stock transfer books shall be prima facie evidence as to
who are the  stockholders  entitled to examine such list or transfer books or to
vote at any meeting of stockholders.  Failure to comply with the requirements of
this section shall not affect the validity of any action taken at said meeting.

Section 2.5.2 Votes Per Share.  Unless otherwise  provided in the certificate of
incorporation,  each  stockholder  shall be entitled to one vote in person or by
proxy at every stockholders meeting for each share of capital stock held by such
stockholder.

Section 2.5.3  Proxies.  Every  stockholder  entitled to vote at a meeting or to
express consent or dissent without a meeting or a stockholder's  duly authorized
attorney-in-fact  may  authorize  another  person or  persons  to act for him by
proxy.  Each proxy shall be in writing,  executed by the stockholder  giving the
proxy or by his duly  authorized  attorney.  No proxy shall be voted on or after
three years from its date, unless the proxy provides for a longer period. Unless
and until  voted,  every proxy shall be  revocable at the pleasure of the person
who executed it, or his legal representatives or assigns,  except in those cases
where an irrevocable proxy permitted by statute has been given.

Section 2.5.4 Required Vote.  When a quorum is present at any meeting,  the vote
of the holders,  present in person or represented by proxy,  of capital stock of
the Company  representing  a majority  of the votes of all capital  stock of the
Company  entitled to vote thereat shall decide any question  brought before such
meeting,  unless the question is one upon which, by express  provision of law or
the certificate of  incorporation or these Bylaws, a different vote is required,
in which case such  express  provision  shall govern and control the decision of
such question.

Section 2.5.5 Consents in Lieu of Meeting. Any action required to be or that may
be taken at any 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.  Prompt,  written  notice of the action taken by means of any
such consent which is other than unanimous shall be given to those  stockholders
who have not consented in writing.

Article III

                                    DIRECTORS

Section 3.1 Powers. The business of the Company shall be managed by or under the
direction of the Board, which may exercise all such powers of the Company and do
all  such  lawful  acts  and  things  as are  not by  law,  the  certificate  of
incorporation  or these  Bylaws  directed or required to be exercised or done by
the  stockholders.  Directors need not be stockholders or residents of the State
of Delaware.

Section 3.2 Number.  The number of directors  constituting the Board shall never
be less than one and shall be determined by resolution of the Board.

Section  3.3  Election.  Directors  shall  be  elected  by the  stockholders  by
plurality vote at an annual stockholders  meeting as provided in the certificate
of incorporation,  except as hereinafter provided,  and each director shall hold
office until such  director's  successor  has been duly elected and qualified or
until such director's earlier resignation or removal.

Section 3.4 Vacancies.  Vacancies and newly-created directorships resulting from
any increase in the  authorized  number of directors may be filled by a majority
of the  directors  then in  office,  though  less  than a  quorum,  or by a sole
remaining  director,  and the  directors so chosen shall hold office until their
successors are duly elected and qualified.  If there are no directors in office,
then an election of directors may be held in the manner  provided by law. If, at
the time of filling any vacancy or any newly-created directorship, the directors
then in office  shall  constitute  less than a majority  of the whole  Board (as
constituted immediately prior to any such increase),  the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total  number of the shares at the time  outstanding  having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly-created directorships,  or to replace the directors chosen by
the directors  then in office.  No decrease in the size of the Board shall serve
to shorten the term of an incumbent director.

Section 3.5 Removal.  Unless  otherwise  restricted by law, the  certificate  of
incorporation or these Bylaws,  any director or the entire Board may be removed,
with or without cause,  by a majority vote of the shares  entitled to vote at an
election of directors,  if notice of the intention to act upon such matter shall
have been given in the notice calling such meeting.

Section 3.6  Compensation.  Unless  otherwise  restricted by the  certificate of
incorporation  or these  Bylaws,  the Board shall have the  authority to fix the
compensation of directors.  The directors may be reimbursed  their expenses,  if
any, of  attendance  at each meeting of the Board and may be paid either 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 Company in any
other capacity and receiving compensation therefor. Members of committees of the
Board may be allowed like compensation for attending committee meetings.

Article IV

                                 BOARD MEETINGS

Section 4.1 Annual Meetings.  The Board shall meet as soon as practicable  after
the  adjournment  of  each  annual  stockholders  meeting  at the  place  of the
stockholders  meeting.  No notice to the directors shall be necessary to legally
convene this meeting, provided a quorum is present.

Section 4.2 Regular  Meetings.  Regularly  scheduled,  periodic  meetings of the
Board may be held without  notice at such times and places as shall from time to
time be determined by resolution of the Board and communicated to all directors.

Section 4.3 Special Meetings. Special meetings of the Board (i) may be called by
the chairman of the board or president and (ii) shall be called by the president
or secretary on the written  request of two directors or the sole  director,  as
the case may be.  Notice of each  special  meeting of the Board  shall be given,
either personally or as hereinafter provided, to each director at least 24 hours
before  the  meeting  if such  notice  is  delivered  personally  or by means of
telephone,  telegram,  telex or facsimile  transmission  and delivery;  two days
before the meeting if such notice is delivered by a recognized  express delivery
service;  and three days before the meeting if such notice is delivered  through
the United States mail. Any and all business that may be transacted at a regular
meeting of the Board may be  transacted at a special  meeting.  Except as may be
otherwise  expressly  provided by law, the certificate of incorporation or these
Bylaws,  neither  the  business  to be  transacted  at, nor the  purpose of, any
special  meeting  need be  specified  in the  notice or waiver of notice of such
meeting.

Section 4.4 Quorum;  Required Vote. A majority of the directors shall constitute
a quorum for the  transaction  of business at any meeting of the Board,  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 be  otherwise  specifically
provided by law, the certificate of incorporation  or these Bylaws.  If a quorum
shall not be present at any  meeting,  a majority of the  directors  present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

Section 4.5  Consent In Lieu of  Meeting.  Unless  otherwise  restricted  by the
certificate of incorporation  or these Bylaws,  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  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the Board or committee.

Article V

                             COMMITTEES OF DIRECTORS

Section 5.1  Establishment;  Standing  Committees.  The Board may by  resolution
establish, name or dissolve one or more committees, each committee to consist of
one or more of the directors.  Each committee  shall keep regular minutes of its
meetings  and report the same to the Board  when  required.  There may exist the
following  standing  committees,  which committees may have the following powers
and authority:

Section 5.1.1 Finance Committee.  The Finance Committee, if any, shall from time
to time  meet to review  the  Company's  consolidated  operating  and  financial
affairs,  both with respect to the Company and all of its  subsidiaries,  and to
report its  findings  and  recommendations  to the Board for final  action.  The
Finance  Committee  shall not be  empowered to approve any  corporate  action of
whatever kind or nature, and the  recommendations of the Finance Committee shall
not be binding on the Board,  except when, pursuant to the provisions of Section
5.2 hereof,  such power and authority have been  specifically  delegated to such
committee by the Board by resolution. In addition to the foregoing, the specific
duties of the Finance Committee shall be determined by the Board by resolution.

Section 5.1.2 Audit Committee.  The Audit Committee,  if any, shall from time to
time,  but no less  than two times per year,  meet to  review  and  monitor  the
financial and cost accounting practices and procedures of the Company and all of
its subsidiaries and to report its findings and recommendations to the Board for
final  action.  The  Audit  Committee  shall not be  empowered  to  approve  any
corporate  action of whatever  kind or nature,  and the  recommendations  of the
Audit Committee shall not be binding on the Board,  except when, pursuant to the
provisions  of  Section  5.2  hereof,   such  power  and  authority   have  been
specifically delegated to such committee by the Board by resolution. In addition
to the foregoing, the specific duties of the Audit Committee shall be determined
by the Board by resolution.

Section 5.1.3 Compensation Committee.  The Compensation Committee, if any, shall
from time to time meet to review the various  compensation  plans,  policies and
practices of the Company and all of its  subsidiaries and to report its findings
and  recommendations to the Board for final action.  The Compensation  Committee
shall not be  empowered  to approve any  corporate  action of  whatever  kind or
nature,  and the  recommendations  of the  Compensation  Committee  shall not be
binding on the Board,  except when,  pursuant to the  provisions  of Section 5.2
hereof,  such  power and  authority  have been  specifically  delegated  to such
committee by the Board by resolution. In addition to the foregoing, the specific
duties  of the  Compensation  Committee  shall  be  determined  by the  Board by
resolution.

Section 5.2 Available Powers. Any committee  established pursuant to Section 5.1
hereof,   including  the  Finance   Committee,   the  Audit  Committee  and  the
Compensation Committee, but only to the extent provided in the resolution of the
Board  establishing  such committee or otherwise  delegating  specific power and
authority  to  such  committee  and  as  limited  by  law,  the  certificate  of
incorporation  and these  Bylaws,  shall have and may exercise all of the powers
and authority of the Board in the  management of the business and affairs of the
Company,  and may  authorize the seal of the Company to be affixed to all papers
that may require it.  Without  limiting the  foregoing,  such committee may, but
only to the extent authorized in 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  the  State  of  Delaware,  fix  any of the
preferences  or  rights  of  such  shares  relating  to  dividends,  redemption,
dissolution,  any  distribution of assets of the Company 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 Company.

Section 5.3 Unavailable  Powers.  No committee of the Board shall have the power
or authority to (1) approve or adopt,  or  recommend  to the  stockholders,  any
action or matter expressly required by the General  Corporation Law of the State
of Delaware to be submitted to stockholders for approval or (2) adopt,  amend or
repeal any provision in these Bylaws.

Section 5.4 Alternate Members.  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 such 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 the member or members 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.

Section  5.5  Procedures.  Time,  place and  notice,  if any,  of  meetings of a
committee shall be determined by such committee.  At meetings of a committee,  a
majority of the number of members  designated  by the Board shall  constitute  a
quorum for the  transaction  of  business.  The act of a majority of the members
present  at any  meeting  at which a quorum is  present  shall be the act of the
committee,  except as otherwise specifically provided by law, the certificate of
incorporation  or these  Bylaws.  If a quorum is not  present  at a meeting of a
committee,  the members  present  may  adjourn  the  meeting  from time to time,
without  notice other than an  announcement  at the  meeting,  until a quorum is
present.

Article VI

                                    OFFICERS

Section 6.1 Elected  Officers.  The Board shall elect a chairman of the Board, a
president, a treasurer and a secretary  (collectively,  the "Required Officers")
having the respective  duties enumerated below and may elect such other officers
having  the titles and  duties  set forth  below that are not  reserved  for the
Required Officers or such other titles and duties as the Board may by resolution
from time to time establish:

Section 6.1.1 Chairman of the Board. The chairman of the board, or in his or her
absence,  the  president,  shall  preside  when  present at all  meetings of the
stockholders  and the Board.  The chairman of the board shall advise and counsel
the president and other officers and shall exercise such powers and perform such
duties as shall be assigned to or required of the chairman  from time to time by
the  Board or these  Bylaws.  The  chairman  of the  board  may  execute  bonds,
mortgages  and other  contracts  requiring a seal under the seal of the Company,
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 Company.  The chairman of the
board may delegate  all or any of his or her powers or duties to the  president,
if and to the extent  deemed by the  chairman  of the board to be  desirable  or
appropriate.

Section 6.1.2 President.  The president shall be the chief executive  officer of
the  Company,  shall have general and active  management  of the business of the
Company and shall see that all orders and  resolutions  of the Board are carried
into effect.  In the absence of the chairman of the board or in the event of his
or her inability or refusal to act, the  president  shall perform the duties and
exercise the powers of the chairman of the board.

Section 6.1.3 Vice  Presidents.  In the absence of the president or in the event
of the  president's  inability or refusal to act, the vice  president (or in the
event there be more than one vice  president,  the vice  presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election or appointment) shall perform the duties of the president, and
when  so  acting,  shall  have  all  the  powers  of and be  subject  to all the
restrictions  upon the president.  The vice presidents  shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

Section  6.1.4  Secretary.  The  secretary  shall  attend  all  meetings  of the
stockholders,  the Board  and (as  required)  committees  of the Board and shall
record  all the  proceedings  of such  meetings  in  books  to be kept  for that
purpose.  The secretary shall give, or cause to be given, notice of all meetings
of the  stockholders  and special  meetings of the Board and shall  perform such
other duties as may be prescribed by the Board or the  president.  The secretary
shall have custody of the corporate seal of the Company and the secretary, or an
assistant  secretary,  shall have  authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his 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  Company and to attest
the affixing thereof by his or her signature.

Section 6.1.5 Assistant  Secretaries.  The assistant  secretary,  or if there be
more than one, the assistant  secretaries  in the order  determined by the Board
(or if there be no such  determination,  then in the order of their  election or
appointment)  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
the Board may from time to time prescribe.

Section 6.1.6 Treasurer.  Unless the Board by resolution otherwise provides, the
treasurer  shall be the chief  accounting and financial  officer of the Company.
The  treasurer  shall have the custody of the  corporate  funds and  securities,
shall keep full and  accurate  accounts of receipts and  disbursements  in books
belonging to the Company and shall deposit all moneys and other valuable effects
in the name and to the  credit of the  Company  in such  depositories  as may be
designated by the Board.  The treasurer  shall disburse the funds of the Company
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 Company.

Section 6.1.7 Assistant Treasurers.  The assistant treasurer,  or if there shall
be more than one, the assistant  treasurers in the order determined by the Board
(or if there be no such  determination,  then in the order of their  election or
appointment)  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
the Board may from time to time prescribe.

Section 6.1.8  Divisional  Officers.  Each division of the Company,  if any, may
have a  president,  secretary,  treasurer  or  controller  and one or more  vice
presidents,  assistant  secretaries,  assistant  treasurers and other  assistant
officers.  Any  number  of such  offices  may be held by the same  person.  Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board and such other  officers  that the Board may place in  authority  over
them.  The officers of each division  shall have such  authority with respect to
the business and affairs of that division as may be granted from time to time by
the Board,  and in the  regular  course of business  of such  division  may sign
contracts and other  documents in the name of the division  where so authorized;
provided  that in no case and under no  circumstances  shall an  officer  of one
division  have  authority  to bind any other  division of the Company  except as
necessary  in the pursuit of the normal and usual  business  of the  division of
which he or she is an officer.

Section 6.2 Election.  All elected  officers shall serve until their  successors
are duly elected and  qualified or until their  earlier  death,  resignation  or
removal from office.

Section 6.3 Appointed Officers. The Board may also appoint or delegate the power
to appoint such other  officers,  assistant  officers  and agents,  and may also
remove such  officers  and agents or delegate  the power to remove  same,  as it
shall  from time to time  deem  necessary,  and the  titles  and  duties of such
appointed  officers  may be as  described  in Section  6.1  hereof  for  elected
officers;  provided that the officers and any officer possessing  authority over
or responsibility for any functions of the Board shall be elected officers.

Section 6.4  Multiple  Officeholders;  Stockholder  and Director  Officers.  Any
number of offices  may be held by the same  person,  unless the  certificate  of
incorporation  or  these  Bylaws  otherwise   provide.   Officers  need  not  be
stockholders  or  residents  of the  State of  Delaware.  Officers,  such as the
chairman  of the board,  possessing  authority  over or  responsibility  for any
function of the Board must be directors.

Section 6.5 Compensation;  Vacancies. The compensation of elected officers shall
be set by the Board. The Board shall also fill any vacancy in an elected office.
The compensation of appointed officers and the filling of vacancies in appointed
offices may be  delegated  by the Board to the same extent as permitted by these
Bylaws for the initial filling of such offices.

Section  6.6  Additional  Powers  and  Duties.  In  addition  to  the  foregoing
especially  enumerated  powers and  duties,  the several  elected and  appointed
officers  of the Company  shall  perform  such other  duties and  exercise  such
further powers as may be provided by law, the  certificate of  incorporation  or
these  Bylaws  or as the  Board  may from  time to time  determine  or as may be
assigned to them by any competent committee or superior officer.

Section 6.7 Removal.  Any officer may be removed,  either with or without cause,
by a majority of the directors at the time in office,  at any regular or special
meeting of the Board.

Article VII

                               SHARE CERTIFICATES

Section 7.1  Entitlement to  Certificates.  Every holder of the capital stock of
the Company,  unless and to the extent the Board by resolution provides that any
or all classes or series of stock shall be uncertificated,  shall be entitled to
have a  certificate,  in such form as is approved by the Board and conforms with
applicable law, certifying the number of shares owned by such holder.

Section 7.2 Multiple  Classes of Stock.  If the Company  shall be  authorized to
issue more than one class of capital stock or more than one series of any class,
a   statement   of  the  powers,   designations,   preferences   and   relative,
participating, optional or other special rights of each class of stock or series
thereof and the  qualification,  limitations or restrictions of such preferences
and/or  rights  shall,  unless the Board shall by  resolution  provide that such
class or  series  of  stock  shall be  uncertificated,  be set  forth in full or
summarized on the face or back of the  certificate  that the Company shall issue
to represent such class or series of stock; provided that, to the extent allowed
by law,  in lieu of such  statement,  the face or back of such  certificate  may
state that the Company will furnish a copy of such  statement  without charge to
each requesting stockholder.

Section 7.3  Signatures.  Each  certificate  representing  capital  stock of the
Company  shall be signed by or in the name of the Company by (1) the chairman of
the  board,  the  president  or a vice  president;  and  (2) the  treasurer,  an
assistant treasurer, the secretary or an assistant secretary of the Company. The
signatures of the officers of the Company may be facsimiles. In case any officer
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to hold such office before such certificate is issued,  it may
be issued by the  Company  with the same effect as if he or she held such office
on the date of issue.

Section  7.4  Issuance  and  Payment.  Subject  to the  provisions  of law,  the
certificate  of  incorporation  or these  Bylaws,  shares may be issued for such
consideration  and to such persons as the Board may determine from time to time.
Shares may not be issued  until the full  amount of the  consideration  has been
paid,  unless upon the face or back of each certificate  issued to represent any
partly  paid  shares of capital  stock there shall have been set forth the total
amount of the  consideration  to be paid therefor and the amount paid thereon up
to and including the time said certificate is issued.

Section  7.5 Lost  Certificates.  The  Board  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore issued by the Company alleged to have been lost, stolen or destroyed
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate  of stock to be lost,  stolen or destroyed.  When  authorizing  such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition  precedent  to the  issuance  thereof,  require the owner of such
lost,  stolen or destroyed  certificate or  certificates,  or such owner's legal
representative,  to advertise the same in such manner as it shall require and/or
to give the Company a bond in such sum as it may direct as indemnity against any
claim that may be made  against  the  Company  with  respect to the  certificate
alleged to have been lost, stolen or destroyed.

Section 7.6  Transfer of Stock.  Upon  surrender  to the Company or its transfer
agent,  if any, of a  certificate  for shares duly  endorsed or  accompanied  by
proper  evidence of succession,  assignation or authority to transfer and of the
payment of all taxes  applicable  to the  transfer of said  shares,  the Company
shall be obligated to issue a new  certificate to the person  entitled  thereto,
cancel the old certificate and record the transaction upon its books;  provided,
however,  that the Company  shall not be so obligated  unless such  transfer was
made in compliance with applicable state and federal securities laws.

Section 7.7 Registered Stockholders.  The Company shall be entitled to recognize
the exclusive  right of a person  registered on its books as the owner of shares
to receive  dividends,  vote and be held  liable for calls and  assessments  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such share or shares on the part of any person other than such registered owner,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by law.

Article VIII

                                 INDEMNIFICATION

Section 8.1  General.  The Company  shall  indemnify  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than an  action by or in the  right of the  Company),  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
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 the person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding,  have reasonable cause to believe that his or her
conduct was unlawful.

Section  8.2  Actions  by or in the  Right of the  Company.  The  Company  shall
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that the person
is or was a director,  officer,  employee or agent of the Company,  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation, partnership, joint venture or trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best  interests of the Company and except that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such person  shall have been  adjudged to be liable to the Company  unless
and only to the  extent  that the Court of  Chancery  or the court in which such
action or suit was brought shall determine upon  application  that,  despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

Section 8.3  Indemnification  Against Expenses.  To the extent that a present or
former  director or officer of the Company has been  successful on the merits or
otherwise in defense of any action,  suit or proceeding  referred to in Sections
8.1 and 8.2 hereof,  or in defense of any claim,  issue or matter therein,  such
person  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by such person in connection therewith.

Section 8.4 Board Determinations. Any indemnification under Sections 8.1 and 8.2
hereof  (unless  ordered  by a  court)  shall  be  made by the  Company  only as
authorized in the specific case upon a determination that indemnification of the
present  or  former  director,  officer,  employee  or  agent is  proper  in the
circumstances  because the person has met the applicable standard of conduct set
forth in Sections 8.1 and 8.2 hereof.  Such  determination  shall be made,  with
respect  to a  person  who  is a  director  or  officer  at  the  time  of  such
determination,  (1) by a majority  vote of the directors who were not parties to
such action,  suit or  proceeding,  even though less than a quorum,  or (2) by a
committee of such directors designated by majority vote of such directors,  even
though less than a quorum, or (3) if there are no such  disinterested  directors
or if such  directors  so  direct,  by  independent  legal  counsel in a written
opinion, or (4) by the stockholders.

Section 8.5 Advancement of Expenses. Expenses including attorneys' fees incurred
by an officer or director  in  defending  a civil or  criminal  action,  suit or
proceeding  may be paid by the  Company in advance of the final  disposition  of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined  that such person is not entitled to be indemnified by the Company as
authorized by law or in this section. Such expenses incurred by former directors
and  officers or other  employees  and agents may be so paid upon such terms and
conditions, if any, as the Company deems appropriate.

Section  8.6  Nonexclusive.  The  indemnification  and  advancement  of expenses
provided by, or granted  pursuant to, this section shall not be deemed exclusive
of any other  rights to which any  director,  officer,  employee or agent of the
Company seeking indemnification or advancement of expenses may be entitled under
any other bylaw,  agreement,  vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another  capacity  while  holding such office,  and shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director,  officer, employee or agent of the Company and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Section 8.7 Insurance. The Company may purchase and maintain insurance on behalf
of any  person  who is or was a  director,  officer,  employee  or  agent of the
Company,  or is or was  serving  at the  request of the  Company 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  Company  would have the power to  indemnify
such person against such liability under the provisions of applicable  statutes,
the certificate of incorporation or this section.

Section 8.8 Certain Definitions.  For purposes of this Section 8, (a) references
to "the Company" shall include,  in addition to the resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger that, if its separate  existence had continued,  would
have had power and authority to indemnify its directors,  officers and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  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  section  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;
(b)  references to "fines"  shall include any excise taxes  assessed on a person
with respect to an employee  benefit plan; and (c) references to "serving at the
request of the  Company"  shall  include  any  service as a  director,  officer,
employee or agent of the Company  that 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 an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best  interests of the Company" as
referred to in this section.

Section 8.9 Change in Governing  Law. In the event of any  amendment or addition
to Section  145 of the General  Corporation  Law of the State of Delaware or the
addition  of any other  section to such law that limits  indemnification  rights
thereunder,   the  Company  shall,  to  the  extent  permitted  by  the  General
Corporation  Law of the  State of  Delaware,  indemnify  to the  fullest  extent
authorized  or  permitted  hereunder,  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 an action by or in the right of the  Company),  by reason of the fact
that he or she is or was a director,  officer, employee or agent of the Company,
or is or was  serving at the  request of the  Company  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding.

Article IX

                 INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS

Section 9.1 Validity.  Any contract or other transaction between the Company and
any of its directors,  officers or  stockholders  (or any corporation or firm in
which any of them are directly or indirectly  interested) shall be valid for all
purposes  notwithstanding the presence of such director,  officer or stockholder
at  the  meeting  authorizing  such  contract  or  transaction,  or  his  or her
participation or vote in such meeting or authorization.

Section 9.2 Disclosure;  Approval.  The foregoing shall, however,  apply only if
the material facts of the  relationship  or the interests of each such director,
officer or stockholder are known or disclosed:

(A)      to the Board and it nevertheless  in good faith  authorizes or ratifies
         the contract or  transaction  by a majority of the  directors  present,
         each such  interested  director to be counted in determining  whether a
         quorum is present but not in  calculating  the  majority  necessary  to
         carry the vote; or

(B)      to the  stockholders  and they  nevertheless in good faith authorize or
         ratify the contract or transaction by a majority of the shares present,
         each such  interested  person  to be  counted  for  quorum  and  voting
         purposes.

Section 9.3  Nonexclusive.  This provision  shall not be construed to invalidate
any  contract  or  transaction  that  would  be  valid  in the  absence  of this
provision.

Article X

                                  MISCELLANEOUS

Section  10.1 Place of  Meetings.  All  stockholders,  directors  and  committee
meetings  shall be held at such place or places,  within or without the State of
Delaware,  as  shall  be  designated  from  time to time  by the  Board  or such
committee and stated in the notices thereof.  If no such place is so designated,
said meetings shall be held at the principal business office of the Company.

Section 10.2      Fixing Record Dates.
                  -------------------

(a)  In order that the Company may determine the stockholders entitled to notice
     of or to vote at any meeting of stockholders  or any  adjournment  thereof,
     the Board may fix, in advance,  a record date,  which shall not precede the
     date upon which the  resolution  fixing  the record  date is adopted by the
     Board, and which record date shall not be more than sixty nor less than ten
     days prior to any such action. If no record date is fixed by the Board, the
     record date for determining  stockholders  entitled to notice of or to vote
     at a meeting of  stockholders  shall be at the close of business on the day
     next  preceding  the day  notice is given or, if notice is  waived,  at the
     close of business on the day next preceding the day on which the meeting is
     held. A determination of stockholders of record entitled to notice of or to
     vote at a meeting of  stockholders  shall apply to any  adjournment  of the
     meeting;  provided,  however,  that the Board may fix a new record date for
     the adjourned meeting.

(b)  In order that the  Company  may  determine  the  stockholders  entitled  to
     consent to corporate action in writing without a meeting, the Board may fix
     a record date,  which record date shall not precede the date upon which the
     resolution  fixing the record date is adopted by the Board,  and which date
     shall not be more than ten days  after the date upon  which the  resolution
     fixing the record date is adopted by the Board.  If no record date has been
     fixed by the Board, the record date for determining  stockholders  entitled
     to consent to corporate action in writing without a meeting,  when no prior
     action by the Board is otherwise required, shall be the first date on which
     a signed written  consent  setting forth the action taken or proposed to be
     taken is delivered to the Company by delivery to its  registered  office in
     the State of Delaware,  its principal  place of business,  or an officer or
     agent of the Company  having  custody of the book in which  proceedings  of
     meetings of  stockholders  are  recorded.  Delivery  made to the  Company's
     registered  office  shall be by hand or by certified  or  registered  mail,
     return receipt requested. If no record date has been fixed by the Board and
     prior  action by the Board is  required,  the record  date for  determining
     stockholders  entitled to consent to corporate  action in writing without a
     meeting  shall be at the  close of  business  on the day on which the Board
     adopts the resolution taking such prior action.

(c)  In order that the  Company  may  determine  the  stockholders  entitled  to
     receive  payment of any dividend or other  distribution or allotment of any
     rights or the  stockholders  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 a record  date,  which record date
     shall not precede the date upon which the resolution fixing the record date
     is adopted,  and which  record date shall be not more than sixty days prior
     to such action. If no record date is fixed, the record date for determining
     stockholders  for any such purpose shall be at the close of business on the
     day on which the Board adopts the resolution relating thereto.

Section  10.3  Means of  Giving  Notice.  Whenever  under  applicable  law,  the
certificate of incorporation or these Bylaws,  notice is required to be given to
any director or  stockholder,  such notice may be given in writing and delivered
personally,  through the United  States mail, by a recognized  express  delivery
service  (such as Federal  Express) or by means of telegram,  telex or facsimile
transmission, addressed to such director or stockholder at his or her address or
telex or facsimile  transmission  number,  as the case may be,  appearing on the
records of the Company, with postage and fees thereon prepaid. Such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail or with an express delivery service or when transmitted, as the case
may be.  Notice  of any  meeting  of the  Board  may be given to a  director  by
telephone  and  shall  be  deemed  to be given  when  actually  received  by the
director.

Section 10.4 Waiver of Notice. Whenever any notice is required to be given under
applicable  law, the  certificate of  incorporation  or these Bylaws,  a written
waiver of such  notice,  signed  before or after the date of such meeting by the
person or persons  entitled to said notice,  shall be deemed  equivalent to such
required  notice.  All such waivers shall be filed with the  corporate  records.
Attendance  at a meeting  shall  constitute a waiver of notice of such  meeting,
except  where a person  attends  for the  express  purpose of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

Section  10.5  Attendance  via   Communications   Equipment.   Unless  otherwise
restricted by applicable law, the certificate of  incorporation or these Bylaws,
members of the Board,  any  committee  thereof  or the  stockholders  may hold a
meeting by means of conference  telephone or other  communications  equipment by
means  of  which  all  persons  participating  in the  meeting  can  effectively
communicate  with each other.  Such  participation in a meeting shall constitute
presence in person at the  meeting,  except where a person  participates  in the
meeting for the express  purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

Section 10.6 Dividends.  Dividends on the capital stock of the Company,  paid in
cash,  property or securities of the Company and as may be limited by applicable
law and applicable  provisions of the certificate of incorporation (if any), may
be declared by the Board at any regular or special meeting.

Section 10.7 Reserves.  Before  payment of any dividend,  there may be set aside
out of any funds of the Company  available for dividends such sum or sums as the
Board from time to time,  in its  absolute  discretion,  determines  proper as a
reserve  or  reserves  to meet  contingencies,  for  equalizing  dividends,  for
repairing or  maintaining  any property of the Company or for such other purpose
as the Board shall determine to be in the best interest of the Company;  and the
Board may  modify or  abolish  any such  reserve  in the  manner in which it was
created.

Section 10.8  Reports to  Stockholders.  The Board shall  present at each annual
meeting of stockholders,  and at any special meeting of stockholders when called
for by vote of the  stockholders,  a statement of the business and  condition of
the Company.

Section 10.9 Contracts and Negotiable Instruments.  Except as otherwise provided
by applicable law or these Bylaws, any contract or other instrument  relative to
the  business of the Company may be executed  and  delivered  in the name of the
Company and on its behalf by the chairman of the board or the president; and the
Board may  authorize any other officer or agent of the Company to enter into any
contract or execute  and  deliver any  contract in the name and on behalf of the
Company,  and such authority may be general or confined to specific instances as
the  Board  may by  resolution  determine.  All  bills,  notes,  checks or other
instruments  for the payment of money shall be signed or  countersigned  by such
officer,  officers, agent or agents and in such manner as are permitted by these
Bylaws and/or as, from time to time,  may be  prescribed by resolution  (whether
general or special) of the Board.  Unless authorized so to do by these Bylaws or
by the Board, no officer, agent or employee shall have any power or authority to
bind the Company by any contract or engagement,  or to pledge its credit,  or to
render it liable pecuniarily for any purpose or to any amount.

Section  10.10  Fiscal  Year.  The fiscal year of the Company  shall be fixed by
resolution of the Board.

Section 10.11 Seal.  The seal of the Company shall be in such form as shall from
time to time be adopted  by the  Board.  The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.

Section  10.12 Books and  Records.  The Company  shall keep correct and complete
books and records of account and shall keep  minutes of the  proceedings  of its
stockholders,  Board and committees  and shall keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its stockholders,  giving the names and addresses of all
stockholders and the number and class of the shares held by each.

Section 10.13 Resignation.  Any director, committee member, officer or agent may
resign by giving written  notice to the chairman of the board,  the president or
the secretary.  The resignation shall take effect at the time specified therein,
or immediately if no time is specified.  Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

Section 10.14 Surety Bonds.  Such officers and agents of the Company (if any) as
the  president or the Board may direct,  from time to time,  shall be bonded for
the faithful performance of their duties and for the restoration to the Company,
in case of their death,  resignation,  retirement,  disqualification  or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever  kind in their  possession  or under  their  control  belonging  to the
Company,  in such amounts and by such surety  companies as the  president or the
Board may determine. The premiums on such bonds shall be paid by the Company and
the bonds so furnished shall be in the custody of the Secretary.

Section  10.15  Proxies in  Respect of  Securities  of Other  Corporations.  The
chairman of the board,  the  president,  any vice president or the secretary may
from time to time appoint an attorney or attorneys or an agent or agents for the
Company to exercise,  in the name and on behalf of the  Company,  the powers and
rights that the Company may have as the holder of stock or other  securities  in
any other  corporation  to vote or  consent  in  respect  of such stock or other
securities,  and the chairman of the board, the president, any vice president or
the  secretary  may instruct the person or persons so appointed as to the manner
of  exercising  such  powers and  rights;  and the  chairman  of the board,  the
president,  any vice  president  or the  secretary  may  execute  or cause to be
executed,  in the name and on behalf of the Company and under its corporate seal
or otherwise,  all such written  proxies or other  instruments  as he or she may
deem  necessary or proper in order that the Company may exercise such powers and
rights.

Section  10.16  Amendments.  These Bylaws may be altered,  amended,  repealed or
replaced by the stockholders,  or by the Board when such power is conferred upon
the  Board by the  certificate  of  incorporation,  at any  annual  stockholders
meeting or annual or regular  meeting of the Board, or at any special meeting of
the stockholders or of the Board if notice of such alteration, amendment, repeal
or replacement is contained in the notice of such special meeting.  If the power
to adopt,  amend,  repeal or replace these Bylaws is conferred upon the Board by
the  certificate of  incorporation,  the power of the  stockholders to so adopt,
amend, repeal or replace these Bylaws shall not be divested or limited thereby.


<PAGE>


                                   CERTIFICATE

         I certify that I am a duly elected and acting Vice  President - Finance
and Chief  Financial  Officer of Prime RVC, Inc. and that the  foregoing  Bylaws
constitute  the Bylaws of the  Corporation.  These  Bylaws were duly  adopted by
Unanimous  Written  Consent of the Board of  Directors  in Lieu of  Organization
Meeting dated as of January 31, 2000.

DATED AS OF:  January 31, 2000.


                                     By:  ______________________________________
                                          Cheryl L. Williams
                                          Vice President - Finance and
                                          Chief Financial Officer