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                                                                     EXHIBIT 3.2

                     AMENDED AND RESTATED CORPORATE BY LAWS

                                       OF

                              MEDICALCONTROL, INC.
                            (a Delaware Corporation)

                                    ARTICLE 1

                                NAME AND OFFICES

         1.1 Name. The name of the Corporation is MEDICALCONTROL, INC.,
hereinafter referred to as the "Corporation."

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

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

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

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


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

                                    ARTICLE 2

                                  STOCKHOLDERS

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

         2.2 Annual Meetings. The annual meeting of the stockholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held within one hundred twenty (120)
days after the close of the fiscal year of the Corporation on a day during such
period to be selected by the Board of Directors; provided, however, that the
failure to hold the annual meeting within the designated period of time or on
the designated date shall not work a forfeiture or dissolution of the
Corporation.

         2.3 Special Meeting. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors, the Chairman of
the Board, the Chief Executive Officer or the President. The notice of a special


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meeting shall state the purpose or purposes of the proposed meeting and the
business to be transacted at any such special meeting of stockholders, and shall
be limited to the purposes stated in the notice therefore.

         2.4 Notice. Written or printed notice of the meeting stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President, or the
Secretary, to each stockholder of record entitled to vote at such meeting as
determined in accordance with the provisions of Section 2.10 hereof. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
Mail, with postage thereon prepaid, addressed to the stockholder entitled
thereto at his address as it appears on the stock transfer books of the
Corporation.

         2.5 Voting List. The officer or agent having charge and custody of the
stock transfer books of the Corporation, shall prepare, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares having voting privileges
registered in the name of each stockholder. Such list shall be open to the
examination of any


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stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of not less than ten (10) days prior to such meeting either
at the principal office of the Corporation or at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
entire time of the meeting. The original stock ledger or transfer book, or a
duplicate thereof, shall be prima facie evidence as to identity of the
stockholders entitled to examine such list or stock ledger or transfer book and
to vote at any such meeting of the stockholders. The failure to comply with the
requirements of this Section shall not effect the validity of any action taken
at said meeting.

         2.6 Quorum. The holders of a majority of the shares of the capital
stock issued and outstanding and entitled to vote thereat, represented in person
or by proxy, shall be requisite and shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation or by these Bylaws. If, however,
such quorum shall not be present or represented at any such meeting of the
stockholders, the stockholders entitled to vote thereat, present in person, or
represented by proxy, shall have the power to adjourn the meeting, from time to


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time, without notice other than announcement at the meeting, until 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 (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.

         2.7 Requisite Vote. If a quorum is present at any meeting, the vote of
the holders of a majority of the outstanding shares of capital stock having
voting power, present in person or represented by proxy, shall determine any
question brought before such meeting, unless the question is one upon which, by
express provision of the Certificate of Incorporation or of these Bylaws, a
different vote shall be required, in which case such express provision shall
govern and control the determination of such question.

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


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

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

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

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


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

         2.11 Action Without Meetings. Any action permitted or required to be
taken at a meeting of the stockholders of the Corporation may be taken without a
meeting, without prior notice, and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holder or
holders of the outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted, such written
consent shall have the same force and effect as the requisite vote of the
stockholders thereon. Any such executed written consent, or an executed
counterpart thereof,


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shall be placed in the minute book of the Corporation. Every written consent
shall bear the date of signature of each stockholder who signs the consent. No
written consent shall be effective to take the action that is the subject of the
consent unless, within sixty (60) days after the date of the earliest dated
consent delivered to the Corporation in the manner required under Section 2.12
hereof, a consent or consents signed by the holders of the minimum number of
shares of the capital stock issued and outstanding and entitled to vote on and
approve the action that is the subject of the consent are delivered to the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting by less than unanimous written consent shall be given to those
stockholders who did not consent in writing to the action.

         2.12 Record Date for Action Without Meeting. Unless a record date shall
have previously been fixed or determined by the Board of Directors as provided
in Section 2.10 hereof, whenever action by stockholders is proposed to be taken
by consent in writing without a meeting of stockholders, the Board of Directors
may fix a record date for the purpose of determining stockholders entitled to
consent to that action, which record date shall not precede, and shall not be
more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors and the prior action of the Board of Directors
is not required

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by statute or the Certificate of Incorporation, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office, its principal place of business, or an
officer or agent of the Corporation having custody of the books in which
proceedings of meetings of stockholders recorded. Delivery shall be by hand or
by certified or registered mail, return receipt requested. Delivery to the
Corporation's principal place of business shall be addressed to the President or
principal executive officer of the Corporation. If no record date shall have
been fixed by the Board of Directors and prior action of the Board of Directors
is required by statute, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the Board of Directors adopts a resolution
taking such prior action.

         2.13 Preemptive Rights. No holder of shares of capital stock of the
Corporation shall, as such holder, have any right to purchase or subscribe for
any capital stock of any class which the Corporation may issue or sell, whether
or not exchangeable for any capital stock of the Corporation of any class or
classes, whether issued out of unissued shares authorized by the Certificate of
Incorporation, as amended, or out of shares of capital stock of the Corporation


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acquired by it after the issue thereof; nor shall any holder of shares of
capital stock of the Corporation, as such holder, have right to purchase,
acquire or subscribe for any securities which the Corporation may issue or sell
whether or not convertible into or exchangeable for shares of capital stock of
the Corporation of any class or classes, and whether or not any such securities
have attached or appurtenant thereto warrants, options or other instruments
which entitle the holders thereof to purchase, acquire or subscribe for shares
of capital stock of any class or classes.

                                    ARTICLE 3

                                    DIRECTORS

         3.1 Management Powers. The powers of the Corporation shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, its Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

         3.2 Number and Qualification. The Board of Directors shall consist of
not less than one (1) member nor more than fifteen (15) members; provided,
however, the initial Board of Directors shall consist of two (2) members.
Directors


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need not be residents of the State of Delaware nor stockholders of the
Corporation. Each Director shall qualify as a Director following election as
such by agreeing to act or acting in such capacity. The number of Directors
shall be fixed, and may be increased or decreased, from time to time by
resolution of the Board of Directors without the necessity of a written
amendment to the Bylaws of the Corporation; provided, however, no decrease shall
have the effect of shortening the term of any incumbent Director.

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

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


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         3.5 Vacancies and New Directorships. Vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
elected by all the stockholders having the right to vote as a single class may
be filled by the affirmative vote of a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director, or by the
requisite vote of the stockholders called for that purpose, and the Directors so
elected shall hold office until their successors are elected and qualified. If
the holders of any class or classes of stock or series of stock of the
Corporation are entitled to elect one or more Directors by the Certificate of
Incorporation or Certificate of Designations applicable to such class or series,
vacancies and newly created directorships of such class or classes or series may
be filled by a majority of the Directors elected by such class or classes or
series thereof then in office, or by a sole remaining Director so elected, and
the Directors so elected shall hold office until the next election of the class
for which such Directors shall have been chosen, and until their successors
shall be elected and qualified. For purpose of these Bylaws, a "vacancy" shall
be defined as an unfilled directorship arising by virtue of the death,
resignation or removal of a Director theretofore duly elected to serve in such
capacity in accordance with the relevant provisions of these Bylaws.


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         3.6 Removal. Any Director may be removed either for or without cause at
any duly convened special or annual meeting of stockholders, by the affirmative
vote of a majority in number of shares of the stockholders present in person or
by proxy at any meeting and entitled to vote for the election of such director,
provided notice of intention to act upon such matter shall have been given in
the notice calling such meeting.

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

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

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

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

                  (d) Special Meetings. Special meetings of the Board of
         Directors may be called by the Chairman of the Board, the Chief
         Executive Officer or the President of the Corporation on notice of two
         (2) days to each Director either personally or by mail or by telegram,
         telex or facsimile


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         transmission and delivery. Special meetings of the Board of Directors
         shall be called by the Chairman of the Board or the President or
         Secretary in like manner and on like notice on the written request of
         two (2) Directors.

                  (e) Notice and Waiver of Notice. Attendance of a Director at
         any meeting shall constitute a waiver of notice of such meeting, except
         where a Director attends for the express purpose of objecting to the
         transaction of any business because the meeting is not lawfully called
         or convened. Neither the business to be transacted at, nor the purpose
         of, any regular meeting of the Board of Directors need be specified in
         the notice or waiver of notice of such meeting.

                  (f) Quorum. At all meetings of the Board of Directors, a
         majority of the number of Directors shall constitute a quorum for the
         transaction of business, unless a greater number is required by law or
         by the Certificate of Incorporation. If a quorum shall not be present
         at any meeting of Directors, the Directors present thereat may adjourn
         the meeting, from time to time, without notice other than announcement
         at the meeting, until a quorum shall be present.

                  (g) Requisite Vote. The act of a majority of the Directors
         present at any meeting at which a quorum is present shall be the act of
         the Board of Directors unless the act of a greater number is required
         by statute or by the Certificate of Incorporation or by these Bylaws.

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


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

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

                  (b) Member; Alternate Members; Terms. Each committee thus
         designated and appointed shall consist of two or more of the Directors
         of the Corporation, one of whom, in the case of the Executive
         committee, shall be the Chief Executive Officer of the Company. The
         Board of Directors may designate one or more of its members as
         alternate members of any committee, who may, subject to any limitations
         imposed by the entire Board, replace absent or disqualified members at
         any meeting of that committee. The members or alternate members of any
         such committee shall serve at the pleasure of and subject to the
         discretion of the Board of Directors.

                  (c) Authority. Each committee, to the extent provided in the
         resolution of the Board creating same, shall have and may exercise such
         of the powers and authority of the Board of Directors in the management
         of the business and affairs of the Corporation as the Board of
         Directors may direct and delegate, except, however, those matter which
         are required by statute to be reserved unto or acted upon by the entire
         Board of Directors.

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

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


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                  (f) Vacancies. Vacancies in the membership of any committee
         designated and appointed hereunder shall be filled by the Board of
         Directors, at a regular or special meeting of the Board of Directors,
         in a manner consistent with the provisions of this Section 3.9.

                  (g) Removal. Any member or alternate member of any committee
         appointed hereunder may be removed by the Board of Directors by the
         affirmative vote of a majority of the entire Board, whenever in its
         judgment the best interest of the Corporation will be served thereby.

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


                  (i) Quorum; Requisite Vote. At meetings of any committee
         appointed hereunder, a majority of the number of members designated by
         the Board of Directors shall constitute a quorum for the transaction of
         business. The act of a majority of the members and alternate members of
         the committee present at any meeting at which a quorum is present shall
         be the act of such committee, except as otherwise specifically provided
         by statute or by the Certificate of Incorporation or by these Bylaws.
         If a quorum is not present at a meeting of such committee, the members
         of such committee present may adjourn the meeting from time to time,
         without notice other than an announcement at the meeting, until a
         quorum is present.

                  (j) Compensation. Appropriate compensation for members and
         alternate members of any committee appointed pursuant to the authority
         hereof may be authorized by the action of majority of the entire Board
         of Directors pursuant to the provisions of Section 3.10 hereof.

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


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                  (l) Responsibility. Notwithstanding any provision to the
         contrary herein, the designation and appointment of a committee and the
         delegation of authority to it shall not operate to relieve the Board of
         Directors, or any member thereof, of any responsibility imposed upon it
         or him by law.

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

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

         3.12 Interested Directors and Officers. No contract or other
transaction between the Corporation and one or more of its Director or officers,
or between the Corporation and any firm of which one or more of its Directors or
officers are


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members or employees, or in which one or more of its Directors or officers are
stockholders, members, directors, officers, or employees, or in which they are
interested, shall be void or voidable solely for this reason, or solely because
of the presence of such Director or Directors or officer or officers at the
meeting of the Board of Directors of the Corporation, which acts upon, or in
reference to, such contract, or transaction, if (a) the material facts of such
relationship or interest shall be disclosed or known to the Board of Directors
and the Board of Directors shall, nevertheless in good faith, authorize, approve
and ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote; (b) the material facts of such
relationship or interest as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by the vote of the
stockholders; or (c) the contract or transaction is fair to the Corporation as
of the time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders. The provisions of this Section shall not
be construed to invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable thereto.


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                                   ARTICLE 4

                                     NOTICES

         4.1 Method of Notice. Whenever under the provisions of the General
Corporation Law of Delaware or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing and delivered personally, through the United States mail, by a
recognized delivery service (such as Federal Express) or by means of telegram,
telex or facsimile transmission, addressed to such Director or stockholder, at
his address or telex or facsimile transmission number, as the case may be, as it
appears on the records of the Corporation, with postage and fees thereon
prepaid. Such notice shall be deemed to be given at the time when the same shall
be deposited in the United States Mail or with an express delivery service or
when transmitted by telex or facsimile transmission or personally delivered, as
the case may be.

         4.2 Waiver. Whenever any notice whatever is required to be given under
the provisions of the General Corporation Law of Delaware or under the
provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such


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notice. Attendance by such person or persons, whether in person or by proxy, at
any meeting requiring notice shall constitute a waiver of notice of such
meeting, except where such person attends the meeting for the express purpose of
objecting to the transaction of business because the meeting is not lawfully
called or convened.

                                    ARTICLE 5

                               OFFICERS AND AGENTS

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

                  (a) Chief Executive Officer, Chief Operating Officer,
         President, Vice President, Treasurer and Secretary; and

                  (b) Such other officers and officers (including one or more
         additional Vice Presidents) and assistant officers and agents as the
         Board of Directors shall deem necessary.

         5.2 Election of Officers. Each officer designated in Section 5.1(a)
hereof shall be elected by the Board of Directors on the expiration of the term
of office of such officer, as herein provided, or whenever a vacancy exists in
such office. Each officer or agent designated in Section 5.1(b) above may be
elected by the Board of Directors at any meeting.

         5.3 Qualifications. No officer or agent need be a stockholder of the
Corporation or a resident of Delaware. No officer or agent is required to be a


Page 20
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Director, except the Chairman of the Board. Any two or more offices may be held
by the same person.

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

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

         5.6 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed with or without cause by the Board of Directors
whenever in its judgment the best interests of the Corporation will be served
thereby. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.


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<PAGE>

         5.7 Vacancies. Any vacancy occurring in any office of the Corporation
(by death, resignation removal or otherwise) shall be filled by the Board of
Directors.

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

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

         5.10 Vice Chairman. The Vice Chairman, if one is elected, shall have
the power to call special meetings of the stockholders and of he directors for
any purpose or purposes, and, in the absence of the Chairman of the Board, the
Vice Chairman shall preside at all meetings of the Board of Directors unless he
shall be absent. The Vice Chairman shall advise and counsel the other officers
of the

Page 22
<PAGE>

Corporation and shall exercise such powers and perform such duties as
shall be assigned to or required of him from time to time by the Board of
Directors.

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


AMENDED AND RESTATED BYLAWS - Page 23
<PAGE>

Operating Officer, the Chief Executive Officer shall have the powers and perform
the duties of the Chief Operating Officer.

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

         5.13 President. In the absence or disability of the Chief Executive
Officer, the President shall perform all of the duties of the Chief Executive
Officer and when so acting shall have all the powers and be subject to all the
restrictions upon the Chief Executive Officer, including the power to sign all
instruments and to take all instruments and to take all actions which the Chief
Executive Officer is authorized to perform by the Board of Directors or the
Bylaws. The President shall have the general powers and duties usually vested in
the office of president of a corporation and shall perform such other duties and
possess such other authority and powers as the Board of Directors may from time
to time prescribe or as the Chief Executive Officer may from time to time
delegate.


Page 24
<PAGE>

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

         5.15 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meeting of the stockholders of the Corporation and all
proceedings of the meetings of the Corporation and of the Board Directors in a
book to be maintained for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
or the President. The Secretary shall have custody of the corporate seal of the
Corporation, and 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 of


Page 25
<PAGE>

Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

         5.16 Assistant Secretaries. The Assistant Secretary, or if there be
more then one, Assistant Secretaries in the order determined by the Board of
Directors, shall in the absence or Disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

         5.17 Treasurer. The Treasurer shall be the chief financial officer of
the Corporation and shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Chief Executive
Officer (and Chairman of the Board, if one is elected) and the Board of
Directors, at it regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer shall
give the Corporation a


Page 26
<PAGE>

bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control owned by
the Corporation. The Treasurer shall perform such other duties and have such
other authority and powers as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate.

         5.18 Assistant Treasurers. The Assistant Treasurer, or, if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors, shall, in the absence of disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe or as the Chief Executive Officer may from time to time delegate.

                                    ARTICLE 6

                                 INDEMNIFICATION

         6.1 Mandatory Indemnification. Each person who was or is made a party
or is threatened to be made a party, or who was or is a witness without being
named a party, to any threatened, pending or completed action, claim, suit


Page 27
<PAGE>

or proceeding, whether civil, criminal, administrative or investigative, any
appeal in such an action, suit or proceeding, and any inquiry or investigation
that could lead to such an action, suit or proceeding (a "Proceeding"), by
reason of the fact that such individual is or was a Director or officer of the
Corporation, or while a Director or officer of the Corporation is or was serving
at the request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, trust, employee benefit plan or other enterprise,
shall be indemnified and held harmless by the Corporation from and against any
judgments, penalties (including excise taxes), fines, amounts paid in settlement
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by such person in connection with such Proceeding if it is determined
that he acted in good faith and reasonably believed (i) in the case of conduct
in his official capacity on behalf of the Corporation that his conduct was in
the Corporation's best interests, (ii) in all other cases, that his conduct was
not opposed to the best interests of the Corporation, and (iii) with respect to
any Proceeding which is a criminal action, that he had no reasonable cause to
believe his conduct was unlawful; provided, however, that in the event a
determination is made that such person is liable to the Corporation or is found
liable on the basis that personal benefit was improperly received by such
person, the indemnification is limited to


Page 28
<PAGE>

reasonable expenses actually incurred by such person in connection with the
Proceeding and shall not be made in respect of any Proceeding in which such
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Corporation. The termination of any Proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself be determinative of whether the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
Proceeding which is a criminal action, has reasonable cause to believe that his
conduct was unlawful. A person shall be deemed to have been found liable in
respect of any claim, issue or matter only after the person shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom.

         6.2 Determination of Indemnification. Any indemnification under the
foregoing Section 6.1 (unless ordered by a court of competent jurisdiction)
shall be made by the Corporation only upon a determination that indemnification
of such person is proper in the circumstances by virtue of the fact that it
shall have been determined that such person has met the applicable standard of
conduct. Such determination shall be made (1) by a majority vote of a quorum
consisting of Directors who at the time of the vote are not named defendants or
respondents


Page 29
<PAGE>

in the Proceeding; (2) if such quorum cannot be obtained, by a majority vote of
a committee of the Board of Directors, designated to act in the matter by a
majority of all Directors, consisting of two or more Directors who at the time
of the vote are not named defendants or respondents in the Proceeding; (3) by
special legal counsel (in written opinion) selected by the Board of Directors or
a committee of the Board by a vote as set fourth in Subsection (1) or (2) of
this Section, or, if such quorum cannot be established, by a majority vote of
all Directors (in which Directors who are named defendants or respondents in the
Proceeding may participate); or (4) by the stockholders of the Corporation in a
vote that excludes that shares held by Directors who are named defendants or
respondents in the Proceeding.

         6.3 Advance of Expenses. Reasonable expenses, including court cost and
attorneys' fees, incurred by a person who was or is a witness or who was or is
named as a defendant or respondent in a Proceeding, by reason of the fact that
such individual is or was a Director or officer of the Corporation, or while a
director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another corporation, partnership,
trust, employee benefit plan or other enterprise, shall be paid by the
Corporation at reasonable intervals in advance of the final disposition of such
Proceeding, and


Page 30
<PAGE>

without the determination set forth in Section 6.2, upon receipt by the
Corporation of a written affirmation by such person of his good faith belief
that he has met the standard of conduct necessary for indemnification under this
Article 6, and a written undertaking by or on behalf of such person to repay the
amount paid or reimbursed by the Corporation if it is ultimately determined that
he is not entitled to be indemnified by the Corporation as authorized in this
Article 6. Such written undertaking shall be an unlimited obligation of such
person and it may be accepted without references to financial ability to make
repayment.

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

         6.5 Nature of Indemnification. The indemnification and advancement of
expenses provided hereunder shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Certificate of
Incorporation, these Bylaws, any agreement, vote of stockholders or
disinterested Directors or otherwise, both as to actions taken in an official


Page 31
<PAGE>

capacity and as to actions taken in any other capacity while holding such
office, shall continue as to a person who has ceased to be a Director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person.

         6.6 Insurance. The Corporation shall have the power and authority to
purchase and maintain insurance or another arrangement on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other enterprise, against any
liability, claim, damage, loss or risk asserted against such person and incurred
by such person in any such capacity or arising out of the status of such person
as such, irrespective of whether the Corporation would have the power to
indemnify and hold such person harmless against such liability under the
provisions hereof. If the insurance or other arrangement is with a person or
entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnify the
person only if including coverage for the additional liability has been

Page 32
<PAGE>

approved by the stockholders of the Corporation. Without limiting the power of
the Corporation to procure or maintain any kind of insurance or other
arrangement, the Corporation may, for the benefit of persons indemnified by the
Corporation, (1) create a trust fund; (2) establish any form of self-insurance;
(3) secure its indemnity obligation by grant of a security interest or other
lien on the assets of the Corporation; or (4) establish a letter of credit,
guaranty, or surety arrangement. The insurance or other arrangement may be
procured, maintained, or established within the Corporation or with any insurer
or other person deemed appropriate by the Board of Directors regardless of
whether all or part of the stock or other securities of the insurer or other
person are owned in whole or part by the Corporation. In the absence of fraud,
the judgment of the Board of Directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person
participating in the arrangement shall be conclusive and the insurance or
arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the Directors approving the insurance or
arrangement to liability, on any ground, regardless of whether the Directors
participating in the approval is a beneficiary of the insurance or arrangement.

         6.7 Notice. Any indemnification or advance of expenses to a present or
former Director or officer of the Corporation in accordance with this Article 6


Page 33
<PAGE>

shall be reported in writing to the stockholders of the Corporation with or
before the notice or waiver of notice of the next stockholders' meeting or with
or before the next submission of a consent to action without a meeting and, in
any case, within the next twelve month period immediately following the
indemnification or advance.

                                    ARTICLE 7

                   STOCK CERTIFICATES AND TRANSFER REGULATIONS

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


                                    Page 34
<PAGE>

shares of each class authorized to be issued, as required by the laws of the
State of Delaware, or may state that the Corporation will furnish a copy of such
statement without charge to the holder of such certificate upon receipt of a
written request therefore from such holder.

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

         7.3 Signatures. The signatures of the Chairman of the Board, the Chief
executive Officer, the Chief Operating Officer, the President, the Vice
President, the Secretary or the Assistant Secretary upon a certificate may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been placed upon any such certificate or
certificates, shall cease to serve as such officer or officers of the
Corporation, whether because of death, resignation, removal or otherwise, before
such certificate or certificates are issued and delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered with


                                    Page 35
<PAGE>

the same effect as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to serve as such officer or officers of the Corporation.

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

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

                  (a) Consideration. The consideration for the issuance of
         shares shall consist of money paid, labor done (including services
         actually performed for the Corporation), or property (tangible or
         intangible) actually received. Neither Promissory notes nor the promise
         of future services shall constitute payment of consideration for
         shares.

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

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

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


                                    Page 36
<PAGE>

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

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


                                    Page 37
<PAGE>

the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders, or stockholders entitled to receive a distribution (other than
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the date before the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such distribution or share dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Section, such determination shall be applied
to any adjournment thereof.

         7.8 Registered Owners. Prior to due presentment for registration of
transfer of a certificate evidencing share of the capital stock of the
Corporation in the manner set forth in Section 7.10 hereof, the Corporation
shall be entitled to recognized the person registered as the owner of such
shares on its books (or the books of it duly appointed transfer agent, as the
case may be) as the person exclusively entitled to vote, to receive notices and
dividends with respect to, and otherwise all rights and powers relative to such
share; and the Corporation shall not be bound or otherwise obligated to
recognize any claim, direct or indirect, legal or equitable, to such shares by
any other person, whether or not it shall


                                    Page 38
<PAGE>

have actual, express or other notice thereof, except as otherwise provided by
the laws of Delaware.

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

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

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

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

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

                  In the event a certificate has been lost, apparently destroyed
         or wrongfully taken, and the registered owner of record fails to notify
         the Corporation within a reasonable time after he has notice of such
         loss, destruction, or wrongful taking, and the Corporation registers a
         transfer (in the manner hereinbelow set forth) of the shares
         represented by the certificate before receiving such notification, such
         prior registered owner

                                    Page 39
<PAGE>

         of record shall be precluded from making any claim against the
         Corporation for the transfer required hereunder or for a new
         certificate.

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

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

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

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

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

                  (e) Additional Requirements Satisfied. Such additional
         conditions and documentation as the Corporation (or its transfer agent,
         as the case may be) shall reasonably require, including without
         limitation thereto, the delivery with the surrender of such sock
         certificate or certificates of proper evidence of succession,
         assignment or other authority to obtain transfer thereof, as the
         circumstances any require, and such legal opinions with reference to
         the requested transfer as shall be


                                    Page 40
<PAGE>

         required by the Corporation (or its transfer agent) pursuant to the
         provisions of these Bylaws and applicable law, shall have been
         satisfied.

         7.11     Restrictions on Transfer and Legend's on Certificates.

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

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

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


                                    Page 41
<PAGE>

         The certificate representing the security shall bear substantially the
         following legend:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
                  ANY APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR
                  THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE
                  OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A REGISTRATION
                  STATEMENT UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE
                  SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
                  THERETO, OR (ii) THE CORPORATION SHALL HAVE RECEIVED AN
                  OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION AND ITS
                  COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH
                  APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
                  WITH SUCH OPPOSED OFFER, SALE OR TRANSFER.

                                    ARTICLE 8

                               GENERAL PROVISIONS

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


                                    Page 42
<PAGE>

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

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

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

         8.3 Books and Records. The Corporation shall maintain correct and
complete books and records of account and shall prepare and maintain minutes of
the proceedings of its stockholder, its Board of Directors and each committee of
its Board of Directors. The Corporation shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a

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<PAGE>

record of original issuance of shares issued by the Corporation and a record of
each transfer of those shares that have been presented to the Corporation for
registration or transfer. Such records shall contain the names and addresses of
all past and present stockholders and the number and class of the shares issued
by the Corporation held by each.

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

         8.5 Contract and Negotiable Instruments. Except as otherwise provided
by law or these Bylaws, any contract or other instrument relative to the
business of the Corporation may be executed and delivered in the name of the
Corporation and on its behalf by the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer or the President of the Corporation. The
Board of Directors may authorize any other officer or agent of the Corporation
to enter into any contract or execute and deliver any contract in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances as the Board of Directors may determine by resolution. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers agent or agents and in such


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<PAGE>

manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution of the Board of Directors. Unless authorized to do so
by these Bylaws or by the Board of Directors, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement, or to pledge its credit, or to render it liable pecuniarily for any
purpose or to any amount.

         8.6 Fiscal Year. The fiscal year of the corporation shall be the
calendar year.

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

         8.8 Resignations. Any Director, officer or agent may resign his office
or position with the Corporation by delivering written notice thereof to the
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the President or the Secretary. Such resignation shall be effective at the time
specified therein, or immediately upon delivery if no time is specified. Unless
otherwise specified therein, an acceptance of such resignation shall not be a
necessary prerequisite of its effectiveness.

         8.9 Amendment of Bylaws. These Bylaws may be altered, amended, or
repealed and new Bylaws adopted at any meeting of Board of Directors or


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<PAGE>

stockholders at which a quorum is present, by the affirmative vote of a majority
of the Directors or stockholders, as the case may be, present at such meeting,
provided notice of the proposed alteration, amendment, or repeal be contained in
the notice of such meeting.

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

         8.11 Telephone Meetings. Stockholders, Directors or members of any
committee may hold any meeting of such stockholders, Directors of committee by
means of conference telephone or similar communications equipment which permits
all persons participating in the meeting to hear each other and actions taken at
such meetings shall have the same force and effect as if taken at a meeting at
which persons were present and voting in person. The Secretary of the
Corporation shall prepare a memorandum of the action taken at any such
telephonic meeting.


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<PAGE>

         8.12 Table of Content; Captions. The table of contents and captions
used in these Bylaws have been inserted for administrative convenience only and
do not constitute matter to be construed in interpretation.

         IN DUE CERTIFICIATION WHEREOF, the undersigned, being the Secretary of
MEDICALCONTROL, INC., confirms the adoption and approval of the foregoing
Amended and Restated Bylaws, effective as of the 18th day of August, 1992.

                                           /s/ A. J. Rosmarin
                                           ------------------
                                            A. J. ROSMARIN,
                                            Secretary



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