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                                                                Exhibit 3.4


                              CROWN NORTHCORP, INC.

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES
                                     -------


Section 1.1       REGISTERED OFFICE IN DELAWARE

                  The registered office of the corporation required by Section
131 of the General Corporation Law of the State of Delaware (the "GCL") shall be
in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.2       OTHER OFFICES

                  The corporation may have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                              STOCKHOLDERS" MEETING
                              ---------------------


Section 2.1       PLACE OF MEETINGS

                  All meetings of the stockholders shall be held at such place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.

Section 2.2       ANNUAL MEETINGS

                  Annual meetings of stockholders shall be held within 150 days
of the close of the corporation"s fiscal year, or at such other date and time as
shall be designated from time to time by the Board of Directors, at which the
stockholders shall elect a Board of Directors, and transact such other business
as may properly be brought before the meeting.

Section 2.3       SPECIAL MEETINGS

                  Subject to the provisions of the Restated Certificate of
Incorporation, special meetings of the stockholders, for any purpose or
purposes, may be called only by the Chairman of the Board, the President or the
Board of Directors, and special meetings of stockholders may not be called by
any other person or persons or in any other matter.


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Section 2.4       NOTICE OF MEETINGS AND ADJOURNED MEETINGS

                  2.4.1 Written notice of each meeting of stockholders, annual
or special, shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by the GCL, the written
notice of any meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation. An affidavit of mailing of any notice
or report, executed by the Secretary, Assistant Secretary or any transfer agent
of the corporation, shall be prima facie evidence of the facts stated therein.

                  2.4.2 Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and,
except as otherwise provided in this section, notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting. It the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 2.5       WAIVER OF NOTICE

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

Section 2.6       ACTION WITHOUT MEETING

                  2.6.1 Unless otherwise provided in the Restated Certificate of
Incorporation of this corporation, any action which may be taken at any annual
or special meeting of stockholders may be taken without a meeting, and without
prior notice, if a consent in writing, setting forth the action so taken, is
signed by the holders of the outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted;
provided, however, that directors may not be elected by written consent except
by unanimous written consent of all shares entitled to vote for the election of
directors.

                  2.6.2 Any stockholder giving a written consent, or the
stockholder"s proxyholders, or a transferee of the shares or a personal
representative of the stockholder or their

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respective proxyholders, may revoke the consent by a writing received by the
corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the Corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the Secretary of the Corporation.

Section 2.7       QUORUM

                  2.7.1 Except as otherwise provided by law, the Restated
Certificate of Incorporation or these Bylaws, at each meeting of stockholders
the presence in person or by proxy of the holders of a majority in voting power
of the outstanding shares of stock entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum.

                  2.7.2 The stockholders present at a duly called or held
meeting at which a quorum is present may continue to transact business until
adjournment notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

Section 2.8       VOTING RIGHTS

                  Except as otherwise provided by the Restated Certificate of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by him which has
voting power upon the matter in question. Voting at meetings of stockholders
need not be by written ballot. At all meetings of stockholders for the election
of directors, a plurality of the votes cast shall be sufficient to elect. All
other elections and questions shall, unless otherwise provided by law, the
Restated Certificate of Incorporation or these Bylaws, be decided by the
affirmative vote of the holders of a majority in voting power of the shares of
stock which are present in person or by proxy and entitled to vote thereon.

Section 2.9       PROXIES

                  Each stockholder entitled to vote at a meeting of stockholders
may authorize person or persons to act for him by proxy, but no such proxy shall
be voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period. A proxy shall be irrevocable if it states that it
is irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument revoking the proxy or another proxy bearing a later date
with the Secretary of the corporation.

Section 2.10      MANNER OF CONDUCTING MEETINGS

                  The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman

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of any meeting of stockholders shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts as, in the
judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. Unless and to the extent
determined by the Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

Section 2.11      INSPECTORS OF ELECTION

                  At all elections of directors, or in any other case in which
inspectors may act, two inspectors of election shall be appointed by the
Chairman of the meeting, except as otherwise provided by law. The inspectors of
election shall take and subscribe an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality, and according to the best
of their ability, and shall take charge of the polls and after the vote shall
have been taken shall make a certificate of the result thereof. No director or
candidate for the office of director shall be appointed as an inspector.

Section 2.12      LIST OF STOCKHOLDERS ENTITLED TO VOTE

                  The Secretary shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting either at a place within
in the city where the meeting is to be held, which place shall be specified in
the notice of meeting, or, if not so specified, at the place where the meeting
is to be held. The list also shall be produced and kept at the place of the
meeting during the whole time thereof and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting of
stockholders.

Section 2.13      NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS

                  2.13.1   Annual Meetings of Stockholders.


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                           (a)      Nominations of persons for election to the
Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the corporation"s notice of meeting delivered pursuant to
Section 2.4 of these Bylaws, (ii) by or at the direction of the Chairman of the
Board or the Board of Directors or (iii) by any stockholder of the corporation
who is entitled to vote at the meeting, who complied with the procedures set
forth in this Bylaw and who was a stockholder of record at the time such notice
is delivered to the Secretary of the corporation.

                           (b)      For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of Section 2.13.1(a) of this Bylaw, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder"s notice shall be delivered to the Secretary at the principal
executive offices of the corporation not less than seventy days nor more than
ninety days prior to the first anniversary of the preceding year"s annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty days, or delayed by more than seventy
days, from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of the seventieth day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such stockholder"s
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person"s written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
corporation"s books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.

                           (c)      Notwithstanding anything in the second
sentence of Section 2.13.1(b) of this Bylaw to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
corporation is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increase Board of Directors
made by the corporation at least eighty days prior to the first anniversary of
the preceding year"s annual meeting, a stockholder"s notice required by this
Bylaw shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first

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made by the corporation.

                  2.13.2   Special Meetings of Stockholders.

                  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
corporation"s notice of meeting pursuant to Section 2.4 of these Bylaws.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the corporation"s notice of meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this Bylaw
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the corporation. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special meeting of
stockholders if the stockholder"s notice as required by Section 2.13.1(b) of
this Bylaw shall be delivered to the Secretary at the principal executive
offices of the corporation not earlier than the ninetieth day prior to such
special meeting and not later than the close of business on the later of the
seventieth day prior to such special meeting or the tenth day following the day
on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting.

                  2.13.3   General.

                           (a)      Only persons who are nominated in
accordance with the procedures set forth in this Bylaw shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Bylaw. Except as otherwise provided by law, the
Restated Certificate of Incorporation or these Bylaws, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this Bylaw and, if any proposed nomination or
business is not in compliance with this Bylaw, to declare that such defective
proposal or nomination shall be disregarded.

                           (b)      For purposes of this Bylaw, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                           (c)      Notwithstanding the foregoing provisions of
this Bylaw, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
corporation"s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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                                   ARTICLE III

                                    DIRECTORS
                                    ---------


Section 3.1       POWERS

                  Subject to the provisions of the GCL and any limitations in
the Restated Certificate of Incorporation relating to actions required to be
authorized or approved by the stockholders, the business affairs of the
corporation shall be managed by or under the direction of the Board of
Directors.

Section 3.2       AUTHORIZED NUMBER

                  The number of directors of this Corporation shall be not less
than one (1) and not more than nine (9) until changed in accordance with the
following provision of this Section 3.2. The exact number so fixed may be
changed from time to time, within the limits specified in the Restated
Certificate of Incorporation, by resolution adopted by the Board of Directors.
Directors need not be stockholders.

Section 3.3       ELECTION AND TENURE OF OFFICE

                  Subject to the provisions of the Restated Certificate of
Incorporation and Section 3.4 of these Bylaws, directors shall be elected at the
annual meeting of stockholders. Directors shall hold office until the election
and qualification of their successors or until their earlier resignation or
removal.

Section 3.4       VACANCIES

                  Subject to the provisions of the Restated Certificate of
Incorporation, newly created directorships resulting from any increase in the
authorized number of directors, and any vacancies on the Board of Directors
resulting from death, resignation, disqualification or removal may be filled
only by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office until the
next annual meeting of stockholders, and until such director"s successor shall
have been duly elected and qualified, subject to his or her earlier death,
disqualification, resignation or removal.

Section 3.5       RESIGNATION

                  3.5.1 Any directors may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board
of Directors of the corporation. The notice shall be effective upon delivery
unless a later date is specified therein. If a

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resignation of a director is effective at a future time, a successor may be
elected to take office when the resignation becomes effective.

                  3.5.2 No reduction of the number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

Section 3.6       MEETINGS AFTER ANNUAL STOCKHOLDERS" MEETINGS

                  Immediately following each annual meeting of stockholders, the
Board of Directors shall hold a regular meeting at the place where said annual
meeting has been held or at such other place as shall be fixed by the Board of
Directors, to elect officers and to transact other proper business. Call and
notice of such regular meetings are hereby dispensed with.

Section 3.7       OTHER REGULATIONS

                  Regular meetings of the Board of Directors may be held at such
times and at such places within or without the State of Delaware as may be
determined from time to time by the Board of Directors. No notice need be given
of such regular meetings, except that notice shall be given to each director (as
for a special meeting) of the resolution establishing regular meeting dates,
which notice shall contain the date, time and place of the regular meetings.

Section 3.8       SPECIAL MEETINGS - NOTICES

                  3.8.1 Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the Board or
the President or any two directors.

                  3.8.2 Special meetings of the Board of Directors shall be held
upon at least four (4) days' notice by mail or 24 hours' notice delivered
personally or by telephone, telegram or other electronic communication. A notice
need not specify the purpose of any meeting of the Board of Directors.

                  3.8.3 Notice by mail shall be deemed given at the time a
written notice is deposited in the United States mails, first class postage
prepaid, addressed to the director at his address as it is shown upon the
records of the corporation, or, if it is not so shown on such records and is not
readily ascertainable, at the principal executive office of the corporation.
Notice by telegram shall be deemed given when it is actually transmitted by the
telegram company, addressed as in the preceding sentence. Notice by telephone,
telecopy or other electronic communication shall be deemed given when it is so
communicated to the director or to a person at the office of the director who
the person giving the notice has reason to believe will promptly communicate it
to the director.


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Section 3.9       TELEPHONIC MEETING

                  Members of the Board of Directors, or any committee designated
by the Board, may participate in a meeting of the Board or such committee by
means of conference telephone or similar communications equipment, by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this bylaw shall constitute presence in
person at such meeting.

Section 3.10      WAIVER OF NOTICE

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

Section 3.11      ACTION AT A MEETING

                  A majority of the authorized number of directors present in
person constitutes a quorum of the Board of Directors for the transaction of
business at a meeting. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present is the act
of the Board of Directors, unless a greater number is required by law, by the
Restated Certificate of Incorporation or by the Bylaws.

Section 3.12      ADJOURNMENT

                  A majority of the directors present at a meeting, whether or
not a quorum is present, may adjourn the meeting to another time and place. If
the meeting is adjourned for more than 24 hours, at least two (2) days' notice
by mail or 24 hours' notice delivered personally or by telephone or telegraph,
stating the time and place at which the meeting will reconvene, shall be given
to each director who was not present at the time of the adjournment. Notice by
mail, telephone or telegraph shall be deemed given as provided in section 3.8.3.

Section 3.13      ORGANIZATION

                  Meetings of the Board of Directors shall be presided over by
the Chairman of the Board, if any, or in his absence, by the Vice Chairman of
the Board, if any, or in his absence by the President if he is also a director,
or in their absence by a chairman chosen at the meeting. The Secretary shall act
as secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.


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Section 3.14      ACTION BY UNANIMOUS WRITTEN CONSENT

                  Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, if all of the members of the Board of
Directors shall individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same force and effect as an unanimous vote of such directors.

Section 3.15      INTERESTED DIRECTORS

                  No contract or transaction between the corporation and one or
more of its directors or officers or between the corporation and any other
corporation, partnership, association or other organization in which one or more
of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if: (a) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (b)
the material facts as to his relationship or interest and 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 a vote of the stockholders; or (c) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

Section 3.16      COMPENSATION

                  The directors may be paid their expenses of attending each
meeting of the Board of Directors. In addition, the Board of Directors may from
time to time, in its discretion, pay to directors fixed compensation for
attendance at each meeting of the Board of Directors or may pay a stated fee or
other compensation for services as a director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor; Members of special or standing committees may be allowed
like reimbursement and compensation for attending committee meetings.


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                                   ARTICLE IV

                                   COMMITTEES
                                   ----------


Section 4.1       COMMITTEES

                  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The Board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the 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 of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided by law and to the extend
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it.

Section 4.2       COMMITTEE RULES

                  Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may make, alter and repeal rules
for the conduct of its business. In the absence of such rules, each committee
shall conduct its business in the same manner as the Board of Directors conducts
its business pursuant to Article II of these Bylaws.

Section 4.3       COMMITTEE RECORDS

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

                                    ARTICLE V

                                    OFFICERS
                                    --------


Section 5.1       OFFICERS

                  The officers of the corporation shall be a Chairman of the
Board or a President or both, one or more Vice Presidents, a Secretary, a Chief
Financial Officer and such other officers with such titles as shall be
determined by the Board of Directors and with such duties as shall be delegated
to them by the Board of Directors or any supervisory officer. Any number of
offices

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may be held by the same person.

Section 5.2       ELECTION, REMOVAL AND RESIGNATION

                  Officers shall be chosen by the Board of Directors and shall
serve and shall be subject to removal, with or without cause, at the pleasure of
the Board of Directors, subject to the rights, if any, of officers under
contracts of employment with the corporation. Any officer may resign at any time
upon written notice to the corporation without prejudice to the rights, if any,
of the corporation under any contract to which the officer is a party.

Section 5.3       CHAIRMAN OF THE BOARD

                  The Chairman of the Board, if there be such officer, shall, if
present, preside at all meetings of the Board of Directors and the stockholders
and shall exercise and perform such other powers and duties as may be assigned
from time to time to the Chairman of the Board by the Board of Directors.
Whenever there is no President of the corporation, the Chairman of the Board
shall have the powers and duties of the President.

Section 5.4       PRESIDENT

                  Subject to such supervisory powers, if any, as may be given by
the Board of Directors to the Chairman of the Board, if there be such an
officer, the President shall be the general manager and chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
supervise, direct and control the business and affairs of the corporation. In
the absence of the Chairman of the Board or if there be none, he shall preside
at all meetings of the stockholders and, provided the President is also a
director, at all meetings of the Board of Directors. He shall have the general
powers and duties of management usually vested in the office of president of a
corporation and such other powers and duties as may be prescribed by the Board
of Directors or the Bylaws.

Section 5.5       VICE PRESIDENTS

                  The Vice Presidents shall have such powers and perform such
duties as from time to time may be prescribed for them by the Board of
Directors, the Chairman of the Board, the President or any other officer
supervising such Vice Presidents. In the absence or disability of the President
and Chairman of the Board, a Vice President designated by the Board of Directors
shall substitute for and assume the duties, powers and authority of the
President.

Section 5.6       SECRETARY AND ASSISTANT SECRETARY

                  5.6.1 The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders, shall record or cause to be
recorded all votes and minutes thereof, shall give notice of each meeting of the
stockholders and Board of Directors requiring notice and


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shall perform such other duties as may be prescribed by the Board of Directors,
the chairman of the Board or President. The Secretary shall keep in safe custody
the seal of the corporation, and, when authorized by the Board of Directors,
shall affix the same to any instrument.

                  5.6.2 The Assistant Secretary shall perform such corporate
secretarial duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the President or the Secretary, and in absence or disability of
the Secretary shall substitute for and assume the duties, powers and authority
of the Secretary.

Section 5.7       CHIEF AND SUBORDINATE FINANCIAL OFFICERS

                  5.7.1 The Chief Financial Officer shall keep and maintain or
cause to be kept and maintained adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital and retained
earnings. The books of account shall be open to inspection by all directors at
all reasonable times. The Chief Financial Officer shall deposit or cause to be
deposited all monies and other valuables in the name and to the credit of the
corporation with such depositories as may be designated by the Board of
Directors. The Chief Financial Officer shall disburse or cause to be disbursed
the funds of the corporation as may be ordered by the Board of Directors. The
Chief Financial Officer shall supervise the subordinate financial officers.

                  5.7.2 The subordinate financial officers, which may be a
Treasurer, a Controller and one or more Assistant Treasurers and Assistant
Controllers, shall perform such duties and exercise such powers as shall be
delegated to them by the Board of Directors, the Chairman of the Board, the
President and the Chief Financial Officer.

Section 5.8       ADDITIONAL POWERS, SENIORITY AND SUBSTITUTION OF OFFICERS

                  In addition to the foregoing powers and duties specifically
prescribed for the respective officers, the Board of Directors may from time to
time by resolution impose or confer upon any of the officers such additional
duties and powers as the Board of Directors may see fit and/or determine the
order of seniority among the officers. Any such resolution may be final, subject
only to further action by the Board of Directors, or the resolution may grant
such discretion, as the Board of Directors deems appropriate, to the Chairman of
the Board or to the President (or in his absence the Vice President serving in
his place) to impose or confer additional duties and powers and to determine the
order of seniority among officers. The Board of Directors, the Chairman of the
Board or the President may designate any officer or officers to substitute for
and assume the duties, powers and authority of any absent officer or officers in
any instances not provided for above.

Section 5.9       COMPENSATION

                  The officers of this corporation shall receive such
compensation as shall be fixed

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<PAGE>   14


from time to time by the Board of Directors, except that the Board of Directors
may delegate to any officer or officers the power to fix the compensation of any
other officer or officers. No officer shall be prevented from receiving
compensation by reason of the fact that the officer is also a director of the
corporation.

Section 5.10      LOANS AND GUARANTEES

                  The corporation may lend money to, or guaranty any obligation
of, or otherwise assist any officer or other employee of the corporation of its
subsidiaries, including any officer or employee who is a director of the
corporation or its subsidiaries, whenever, in the judgment of a majority of the
disinterested directors (even though the disinterested directors may be less
than a quorum), such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured or secured in such manner as the majority
of disinterested directors (even if the disinterested directors are less than a
quorum) shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                                   ARTICLE VI

                      CORPORATE RECORDS AND AUTHORIZATIONS
                      ------------------------------------


Section 6.1       RECORDS

                  6.1.1 The corporation shall keep, at its principal executive
office or at the office of its transfer agent or registrar, (a) adequate and
correct books and records of account, (b) minutes of the proceedings of the
stockholders, Board of Directors and committees of the Board of Directors, and
(c) a record of its shareholders giving the names and addresses of all
shareholders and the number and class of shares held by each.

                  6.1.2 Any records maintained by the corporation in the regular
course of its business, including its stock ledger, books of account and minute
books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time. The corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.

Section 6.2       CHECKS, DRAFTS, ETC.

                  All checks, drafts, or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of, or payable to,
the corporation, shall be signed or endorsed


                                       14
<PAGE>   15

by such person or persons and in such manner as shall be determined from time to
time by resolution of the Board of Directors.

Section 6.3       EXECUTION OF CONTRACTS

                  The Board of Directors, except as otherwise provided in these
Bylaws, may authorize any officer or officers or agent or agents to enter into
any contract or execute and instrument in the name of and on behalf of the
corporation. Such authority may be general, or confined to specific instances.
Unless so authorized 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 pledge its credit or render it liable for any purpose or in any
amount; provided, however, that nothing contained in this section shall be
construed to prevent any officer of the corporation from performing his regular
duties in the ordinary course of business pursuant to the authority granted to
said officer by Article V of these Bylaws.

Section 6.4       VOTING OF SHARES OF OTHER CORPORATION

                  All shares of any other corporation standing in the name of
this corporation shall be voted, and all rights incidental thereto exercised, as
directed by written consent or resolution of the Board of Directors expressly
referring thereto. Such rights may be delegated by the Board of Directors to the
President or any Vice President, or any other person expressly appointed by the
Board of Directors. Such authority may be exercised by the designated officers
in person, or by any other person authorized so to do proxy or power of attorney
duly executed by such officers.

Section 6.5       DIVIDENDS

                  The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by law and, subject to the Restated
Certificate of Incorporation, subject to any contractual restrictions to which
the corporation is then subject. If a dividend is declared, the stock transfer
books shall not be closed, but a record date shall be set by the Board of
Directors on which hate the transfer agent or, where no transfer agent is
appointed, the Secretary will take a record of all stockholders entitled to the
dividend without actually closing the books for transfers of stock.

                                   ARTICLE VII

                    STOCK CERTIFICATES AND TRANSFER OF SHARES
                    -----------------------------------------

Section 7.1       STOCK CERTIFICATES

                  7.1.1 Every holder of stock shall be entitled to have a
certificate signed by or in


                                       15
<PAGE>   16

the name of the corporation by the Chairman or Vice Chairman of the Board of
Directors, if any, or the President or a Vice President, and by the Chief
Financial Officer, Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, of the corporation, certifying the number of shares owned
by him in the corporation. Any of or all the signatures on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be an officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                  7.1.2 If the corporation is authorized to issue more than one
class of stock, or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class of stock; provided, however, that except as
otherwise provided in Section 202 of the GCL, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests, the powers, designations, preferences and relative,
participating, optional or other special rights or each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 7.2       TRANSFER ON THE BOOKS

                  Upon (a) the surrender to the Secretary or transfer agent of
the corporation of a certificate representing shares of stock in the
corporation, duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer and (b) delivery to the corporation of
evidence sufficient to indicate that the transfer of such shares would not be in
violation of the Restated Certificate of Incorporation or Bylaws, any legend
appearing on said certificated or any applicable law, it shall be the duty of
the corporation to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

Section 7.3       STOLEN, LOST OR DESTROYED CERTIFICATES

                  The Board of Directors or any officer designated by the Board
of Directors may direct a new certificate or certificates to be issue in place
of any certificate or certificates theretofore issued by the corporation alleged
to have been stolen, lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate for shares so stolen, lost or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors or such officer, as a condition precedent to the issuance
thereof, may require the person claiming such stolen, lost or destroyed
certificate or certificates to give the corporation a bond or other adequate
security sufficient to indemnify it against claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft or
destruction of any such

                                       16
<PAGE>   17

certificate or the issuance of such new certificate.

Section 7.4       TRANSFER AGENTS AND REGISTRARS

                  The Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars, who may be the same person, and
may be the Secretary of the corporation, or an incorporated bank or trust
company, either domestic or foreign, who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board of
Directors may designate.

Section 7.5       FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD

                  In order that the corporation may determine the stockholders
entitled to notice of or vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors 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 of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty or less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record is fixed: (1) the record date for
determination 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
on which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action of the Board of Directors is required by law, 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 in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.


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<PAGE>   18



                                  ARTICLE VIII

                                 CORPORATE SEAL
                                 --------------


                  The corporate seal shall have the inscribed thereon the name
of the corporation, the year of its organization, the state of incorporation and
the words "Corporate Seal".

                                   ARTICLE IX

                              AMENDMENTS TO BYLAWS
                              --------------------


Section 9.1       BY STOCKHOLDERS

                  The stockholders of the corporation may make or adopt
additional Bylaws and may adopt, amend, alter, repeal or rescind any provision
of these Bylaws upon the affirmative cote of a majority of all outstanding
shares entitled to vote at a duly held meeting at which a quorum is present or
represented by proxy.

Section 9.2       BY DIRECTORS

                  Subject to the provision of Section 9.1, the Board of
Directors may alter, amend, repeal or rescind any provision of these Bylaws or
may adopt new Bylaws.

Section 9.3       RECORDS OF AMENDMENTS

                  Whenever an amendment or new Bylaw is adopted, it shall be
filed in the book of minutes with the original Bylaws. If any Bylaw is repealed,
the fact of repeal and the date on which the repeal was enacted shall be stated
in said book.

                                    ARTICLE X

                                 INTERPRETATION
                                 --------------


                  Reference in these Bylaws to any provision of the GCL shall
be deemed to include all amendments thereof.



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<PAGE>   19



                                   ARTICLE XI

                     INDEMNIFICATION OF DIRECTORS OFFICERS,
                     --------------------------------------

                           EMPLOYEES AND OTHER AGENTS
                           --------------------------


                  Section 11.1 RIGHT TO INDEMNIFICATION. The corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. The corporation shall be required to indemnify an indemnitee in
connection with a proceeding (or part thereof) commenced by such indemnitee only
if the commencement of such proceeding (or part thereof) by the indemnitee was
authorized by the Board of Directors of the corporation.

                  Section 11.2 PREPAYMENT OF EXPENSES. The corporation shall pay
the expenses (including attorneys' fees) incurred by an indemnitee in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Article XI or otherwise.

                  Section 11.3 CLAIMS. If a claim for indemnification or payment
of expenses under this Article XI is not paid in full within sixty days after a
written claim therefor by the indemnitee has been received by the corporation,
the indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the corporation shall have the burden
of proving that the indemnitee was not entitled to the requested indemnification
or payment of expenses under applicable law.

                  Section 11.4 NONEXCLUSIVITY OF RIGHTS. The rights conferred on
any person by this Article XI shall not be exclusive of any other rights which
such person may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, these Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

                  Section 11.5 OTHER INDEMNIFICATION. The corporation's
obligation, if any, to


                                       19
<PAGE>   20

indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such person
may collect as indemnification from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.


                                       20