<PAGE>












                          SECOND AMENDED AND RESTATED BYLAWS



                                          OF



                               ENVIROTEST SYSTEMS CORP.


                                a Delaware corporation




                                   (the "Company")


                           (As adopted on March 26, 1993, 
                      amended on November 22, 1994, and further
                              amended in September 1996)



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                               TABLE OF CONTENTS


I.             OFFICES. . . . . . . . . . . . . . . . . . . . . . .      1
               1.1   Registered Office. . . . . . . . . . . . . . .      1
               1.2.  Additional Offices . . . . . . . . . . . . . .      1

II.            STOCKHOLDERS MEETINGS. . . . . . . . . . . . . . . .      1
               2.1.  Annual Meetings. . . . . . . . . . . . . . . .      1
               2.2.  Special Meetings . . . . . . . . . . . . . . .      1
               2.3.  Notices. . . . . . . . . . . . . . . . . . . .      1
               2.4.  Quorum . . . . . . . . . . . . . . . . . . . .      2
               2.5.  Voting of Shares . . . . . . . . . . . . . . .      2
                     2.5.1.  Voting Lists. . . . . . . . . . . . . .     2
                     2.5.2.  Votes Per Share . . . . . . . . . . . .     2
                     2.5.3.  Proxies . . . . . . . . . . . . . . . .     3
                     2.5.4.  Required Vote . . . . . . . . . . . . .     3
               2.6.  Consents in Lieu of Meeting. . . . . . . . . .      3

III.           DIRECTORS. . . . . . . . . . . . . . . . . . . . . .      3
               3.1.  Purpose. . . . . . . . . . . . . . . . . . . .      3
               3.2.  Number . . . . . . . . . . . . . . . . . . . .      4
               3.3.  Election . . . . . . . . . . . . . . . . . . .      4
               3.4.  Vacancies. . . . . . . . . . . . . . . . . . .      4
               3.5.  Compensation . . . . . . . . . . . . . . . . .      4

IV.            BOARD MEETINGS . . . . . . . . . . . . . . . . . . .      4
               4.1.  Annual Meetings. . . . . . . . . . . . . . . .      4
               4.2.  Regular Meetings . . . . . . . . . . . . . . .      4
               4.3.  Special Meetings . . . . . . . . . . . . . . .      4
               4.4.  Quorum, Required Vote. . . . . . . . . . . . .      5
               4.5.  Consent In Lieu of Meeting . . . . . . . . . .      5

V.             COMMITTEES OF DIRECTORS. . . . . . . . . . . . . . .      5
               5.1.  Establishment; Standing Committees . . . . . .      5
                     5.1.1.  Audit Committee . . . . . . . . . . . .     5
                     5.1.2.  Compensation Committee. . . . . . . . .     6
               5.2.  Available Powers . . . . . . . . . . . . . . .      6
               5.3.  Unavailable Powers . . . . . . . . . . . . . .      6
               5.4.  Alternate Members. . . . . . . . . . . . . . .      6
               5.5.  Procedures . . . . . . . . . . . . . . . . . .      7

VI.            OFFICERS . . . . . . . . . . . . . . . . . . . . . .      7
               6.1.  Elected Officers . . . . . . . . . . . . . . .      7
                     6.1.1.  Chairman of the Board . . . . . . . . .     7
                     6.1.2.  President . . . . . . . . . . . . . . .     7
                     6.1.3.  Vice Presidents . . . . . . . . . . . .     8
                     6.1.4.  Secretary . . . . . . . . . . . . . . .     8
                     6.1.5.  Assistant Secretaries . . . . . . . . .     8
                     6.1.6.  Treasurer . . . . . . . . . . . . . . .     8
                     6.1.7.  Assistant Treasurers. . . . . . . . . .     9
               6.2.  Election . . . . . . . . . . . . . . . . . . .      9
               6.3.  Appointed Officers . . . . . . . . . . . . . .      9

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               6.4.  Multiple Officeholders, Stockholder and 
                     Director Officers. . . . . . . . . . . . . . .      9
               6.5.  Compensation, Vacancies. . . . . . . . . . . .      9
               6.6.  Additional Powers and Duties . . . . . . . . .      9
               6.7.  Removal. . . . . . . . . . . . . . . . . . . .     10

VII.           SHARE CERTIFICATES . . . . . . . . . . . . . . . . .     10
               7.1.  Entitlement to Certificates. . . . . . . . . .     10
               7.2.  Multiple Classes of Stock. . . . . . . . . . .     10
               7.3.  Signatures . . . . . . . . . . . . . . . . . .     10
               7.4.  Issuance and Payment . . . . . . . . . . . . .     10
               7.5.  Lost Certificates. . . . . . . . . . . . . . .     11
               7.6.  Transfer of Stock. . . . . . . . . . . . . . .     11
               7.7.  Registered Stockholders. . . . . . . . . . . .     11

VIII.          INDEMNIFICATION. . . . . . . . . . . . . . . . . . .     11
               8.1.  General. . . . . . . . . . . . . . . . . . . .     11
               8.2.  Actions by or in the Right of the Company. . .     12
               8.3.  Board Determinations . . . . . . . . . . . . .     12
               8.4.  Advancement of Expenses. . . . . . . . . . . .     13
               8.5.  Nonexclusive . . . . . . . . . . . . . . . . .     13
               8.6.  Insurance. . . . . . . . . . . . . . . . . . .     13
               8.7.  Certain Definitions. . . . . . . . . . . . . .     13
               8.8.  Change in Governing Law. . . . . . . . . . . .     14

IX.            INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS. . .     14
               9.1.  Validity . . . . . . . . . . . . . . . . . . .     14
               9.2.  Disclosure, Approval . . . . . . . . . . . . .     14
               9.3.  Nonexclusive . . . . . . . . . . . . . . . . .     15

X.             MISCELLANEOUS. . . . . . . . . . . . . . . . . . . .     15
               10.1.  Place of Meetings . . . . . . . . . . . . . .     15
               10.2.  Fixing Record Dates . . . . . . . . . . . . .     15
               10.3.  Means of Giving Notice. . . . . . . . . . . .     16
               10.4.  Waiver of Notice. . . . . . . . . . . . . . .     17
               10.5.  Attendance via Communications Equipment . . .     17
               10.6.  Dividends . . . . . . . . . . . . . . . . . .     17
               10.7.  Reserves. . . . . . . . . . . . . . . . . . .     17
               10.8.  Reports to Stockholders . . . . . . . . . . .     17
               10.9.  Contracts and Negotiable Instruments. . . . .     17
               10.10. Fiscal Year . . . . . . . . . . . . . . . . .     18
               10.11. Seal. . . . . . . . . . . . . . . . . . . . .     18
               10.12. Books and Records . . . . . . . . . . . . . .     18
               10.13. Resignation . . . . . . . . . . . . . . . . .     18
               10.14. Surety Bonds. . . . . . . . . . . . . . . . .     18
               10.15. Proxies in Respect of Securities of Other 
                      Corporations. . . . . . . . . . . . . . . . .     19
               10.16. Amendments. . . . . . . . . . . . . . . . . .     19 


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                                RESTATED BYLAWS


                                  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 which is not a holiday 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 forty percent 
(40%) 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 (10) nor more than sixty (60) 
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.


<PAGE>


          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 which might have 
been transacted at the meeting as originally notified.  If the adjournment is 
for more than thirty (30) days, or if after the adjournment a new record date 
is fixed for the reconvened meeting, a notice of said meeting shall be given 
to each stockholder entitled to vote at said meeting.  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 (10) 
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 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.  Each outstanding share of 
capital stock shall be entitled to vote in accordance with the provisions for 
voting included in the certificate of incorporation.  In determining the 
number of shares of stock required by law, by the certificate of 
incorporation or by these Bylaws to be represented for any purpose, or to 
determine the outcome of any matter submitted to stockholders for approval or 
consent, the


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number of shares represented or voted shall be weighted in accordance with 
the provisions of the certificate of incorporation regarding voting powers of 
each class of stock. Any reference in these Bylaws to a majority or a 
particular percentage of the voting stock or a majority or a particular 
percentage of the stock voting shall be deemed to refer to a majority or a 
particular percentage, respectively, of the voting power of such stock.  
Issues shall be determined by a class vote only when a class vote is required 
by law or the certificate of incorporation.

               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 (3) 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 2.6.   CONSENTS IN LIEU OF MEETING.  Any action required to 
be or which 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 representing 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.   PURPOSE.  The business of the Company shall be 
managed by or under the direction of the Board, which may exercise


                                     -3-

<PAGE>


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 
entire Board shall be nine.  The term "entire Board" as used in these Bylaws 
means the total number of directors that the Company would have if there were 
no vacancies.

          Section 3.3.   ELECTION.  Directors shall be elected in accordance 
with the provisions of the certificate of incorporation, and each director 
shall hold office until his successor has been duly elected and qualified.

          Section 3.4.   VACANCIES.  Vacancies and newly-created 
directorships resulting from any increase in the authorized number of 
directors shall be filled in accordance with the provisions of the 
certificate of incorporation. No decrease in the size of the Board shall 
serve to shorten the term of an incumbent director.

          Section 3.5.   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, or both.  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


                                     -4-

<PAGE>


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 may be transacted at a special meeting which may 
be transacted at a regular meeting of the Board. 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 shall exist the following standing committees, which 
committees shall have and may exercise the following powers and authority:

               Section 5.1.1.  AUDIT COMMITTEE.  The Audit Committee shall, 
from time to time, meet to review and monitor the financial


                                     -5-

<PAGE>


and cost accounting practices and procedures of the Company and 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 of these Bylaws, 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 5.1.2.  COMPENSATION COMMITTEE.  The Compensation 
Committee shall, from time to time, meet to review the various compensation 
plans, policies and practices of the Company and 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 of these Bylaws, 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 of Directors by 
resolution.

          Section 5.2.   AVAILABLE POWERS.  Any committee established 
pursuant to Section 5.1 of these Bylaws, including 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 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 which may require it.

          Section 5.3.   UNAVAILABLE POWERS.  No committee of the Board shall 
have the power or authority to amend the certificate of incorporation; adopt 
an agreement of merger or consolidation; recommend to the stockholders the 
sale, lease or exchange of all or substantially all of the Company's property 
and assets, a dissolution of the Company or a revocation of such a 
dissolution; amend the Bylaws of the Company; or, unless the resolution 
establishing such committee or the certificate of incorporation expressly so 
provides, declare a dividend, authorize the issuance of stock or adopt a 
certificate of ownership and merger.

          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

                                     -6-


<PAGE>


committee, the member or members thereof present at any meeting and not 
disqualified from voting, whether or not he or they constitute a quorum, may 
unanimously appoint another member of the Board 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 which 
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 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 him 
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 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.


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In the absence of the chairman of the board or in the event of his 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 his 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.  He 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. 
 He shall have custody of the corporate seal of the Company and he, or an 
assistant secretary, shall have authority to affix the same to any instrument 
requiring it, and when so affixed, it may be attested by his signature or by 
the signature of such assistant secretary.  The Board may give general 
authority to any other officer to affix the seal of the Company and to attest 
the affixing thereof by his 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 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.   He 
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


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Board so requires, an account of all his 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 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 6.2.   ELECTION.  All elected officers shall serve until 
their successors are duly elected and qualified or until their earlier death, 
disqualification, retirement, 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 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.


                                     -9-


<PAGE>


          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 him.

          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 which 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 held such office on the date of issue.

          Section 7.4.   ISSUANCE AND PAYMENT.  Subject to the provisions of 
the 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


                                    -10-


<PAGE>


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 his 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 he 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, trustee, employee or agent of or in any other 


                                    -11-


<PAGE>


capacity with another corporation, partnership, joint venture, trust or other 
enterprise, against expenses (including attorneys' fees), judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action, suit or proceeding if he acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the Company, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.  The 
termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not, 
of itself, create a presumption that the person did not act in good faith and 
in a manner which he reasonably believed to be in or not opposed to the best 
interests of the Company, and, with respect to any criminal action or 
proceeding, have reasonable cause to believe that his 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 he 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, trustee, employee or agent of or in any other capacity with another 
corporation, partnership, joint venture or trust or other enterprise, against 
expenses (including attorneys' fees) actually and reasonably incurred by him 
in connection with the defense or settlement of such action or suit if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the 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.   BOARD DETERMINATIONS.  Any indemnification under 
sections 8.1 and 8.2 (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 director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in sections 8.1 and 8.2.  Such determination shall be made (1) 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 (2) if such a quorum is 
not obtainable, or, even if obtainable a quorum of


                                    -12-

<PAGE>


disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

          Section 8.4.   ADVANCEMENT OF EXPENSES.  Expenses incurred by a 
director, officer, employee or agent of the Company in defending a civil or 
criminal action, suit or proceeding shall (in the case of any action, suit or 
proceeding against a director of the Corporation) or may (in the case of any 
pending or threatened action, suit or proceeding against an officer, employee 
or agent) 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, officer, employee or agent to repay such amount if it shall 
ultimately be determined that he is not entitled to be indemnified by the 
Company as authorized by law or in this section.  

          Section 8.5.   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 his 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 8.6.   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 him and incurred by him in any such capacity or arising out 
of his status as such, whether or not the Company would have the power to 
indemnify him against such liability under the provisions of the statutes, 
the Certificate of Incorporation or this section.

          Section 8.7.   CERTAIN DEFINITIONS.  For purposes of this section, 
(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 which, 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


                                    -13-


<PAGE>


enterprise, shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence
had continued; (b) references to "other enterprises" shall include employee
benefit plans; (c) references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and (d)
references to "serving at the request of the Company" shall include any service
as a director, officer, employee or agent of the Company 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 he reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this section.

          Section 8.8.   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 which 
shall limit 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 corporation), by reason of the fact that he 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, trustee 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 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 participation or vote in such meeting or 
authorization.


                                   -14-


<PAGE>


          Section 9.2.   DISCLOSURE, APPROVAL.  The foregoing shall, however, 
apply only if the material facts of the relationship or the interest of each 
such director, officer or stockholder is known or disclosed:

                       (1)  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

                       (2)  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 which 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 (60) nor less than ten (10) 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


                                    -15-


<PAGE>


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 (60) 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 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 
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


                                    -16-


<PAGE>


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 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 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, as limited by 
applicable law and applicable provisions of the certificate of incorporation, 
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, think 
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 law or these Bylaws, any contract or other


                                   -17-


<PAGE>


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 the twelve-month period ending on September 30.

             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


                                   -18-


<PAGE>


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 which 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 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 Board when such power is conferred upon 
the Board by the certificate of incorporation, at any regular meeting of the 
Board, or at any special meeting 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, except as provided in the certificate of 
incorporation.


                                   -19-