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                                 EXHIBIT 3(ii)
                         MULTIMEDIA ACCESS CORPORATION
                       BY-LAWS AS AMENDED OCTOBER 6, 1998

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                                                                   EXHIBIT 3(ii)



                          MULTIMEDIA ACCESS CORPORATION

                                    * * * * *

                                RESTATED BY-LAWS

                                    * * * * *
         The following are the By-laws of Multimedia Access Corporation,
restated as of October 6, 1998.

                                    ARTICLE I

                                     OFFICES

          1.1 The registered office of the Company shall be located at 2665
Villa Creek, Suite 200, Dallas, Texas 75234.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          2.1 All meetings of the stockholders for the election of Directors
shall be held at the principal offices of the Company, or at such other place
either within or without the State of Texas as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting. Meetings
of stockholders for any other purpose may be 





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held at such time and place, within or without the State of Texas, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         2.2 Annual meeting of stockholders, for the purpose of electing
directors and of transacting such other business as may come before it, shall be
held at the office of the corporation or at such other place as may be fixed by
the Board of Directors and specified in the notice of the meeting and within
four months after the close of the fiscal year.

         2.3 Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than 10 nor more than 60 days before the date of the meeting.

         2.4 (a) No notice of the time, place, or purposes of any regular or
special meeting of shareholders need be given to any shareholder who, in person,
or by proxy, either attends the meeting or, in a writing which is filed with the
records of the meeting, waives the notice either before or after the meeting.

             (b) Any shareholder who has signed a waiver of notice of the
meeting shall be bound by the proceedings of that meeting in all respects as if
due notice of that meeting had been given.

         2.5 (a) For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors may provide
that the share transfer books shall be closed for a stated period not to exceed,
in any case, 50 days. If the transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote






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at a meeting of shareholders, such books shall be closed for at least 10 days
immediately preceding such meeting.

                   (b) In lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any determination of
shareholders, such date in any case to be not more than 50 days and, in case of
a meeting of shareholders, not less than 10 days prior to the date on which the
action requiring that determination of shareholders is to be taken.

                   (c) If the share transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring the dividend is
adopted, as the case may be, is the record date for determination of
shareholders.

         2.6 The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least 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 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the 





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time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

         2.7 Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the President and shall be called by the President or Secretary
at the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

         2.8 Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than 10 nor more than 60 days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

         2.9 The President, or in his absence the Chairman or ViceChairman,
shall call to order meetings of shareholders and shall act as Chairman of such
meetings. The Board of Directors or the shareholders may appoint any shareholder
or any director or officer of the corporation to act as Chairman of any meeting
in the absence of the President and the chairman or vice-chairman. The Secretary
of the corporation shall act as Secretary of all meetings of shareholders, but
in the absence of the Secretary the presiding officer may appoint any
shareholder or any director or officer to act as Secretary of any meeting.

         2.10 Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice. The order of business at annual
and special meetings of shareholders shall, to the extent appropriate, be as
follows:

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          (1)     Call to order;

          (2)     Determination of the presence of a quorum;

          (3)     Consideration of minutes not previously approved;

          (4)     Report of the President and other officers;

          (5)     Election of Directors;

          (6)     Consideration of unfinished business;

          (7)     Consideration of new business; and

          (8)     Adjournment.

          2.11 The holders of one-third (1/3) of the voting stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, 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. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
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 adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.


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         2.12 When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Elections for Directors need not be by ballot unless a shareholder demands
election by ballot at the election and before the voting begins.

         2.13 Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

         2.14 Unless a proxy is irrevocable --

              (a) The later execution by the shareholder of a different proxy
                  revokes the earlier one; and

              (b) An attempt to vote by the shareholder who is present at the
                  meeting revokes all other proxies executed by him.

         2.15 Holders of fractional share or scrip shall have no right to vote
at or participate in any meeting of shareholders.

         2.16 (a) In advance of any meeting of shareholders, the Board of
Directors may appoint any persons, other than nominees for office, as inspectors
of election to act at that meeting or any adjournment thereof. If inspectors of
election are not appointed, the chairman of any meeting may, and on the request
of any shareholder or shareholder's




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proxy shall, appoint inspectors of election at the meeting. The number of
inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed. In case any
person appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the Board of Directors in advance of the
meeting, or at the meeting by the person acting as chairman.

                  (b) The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity, and effect
of proxies. The inspectors shall also receive votes, ballots, or consents, hear
and determine all challenges and questions in any way arising in connection with
the right to vote, count and tabulate all votes or consents, determine the
result, and do such acts as may be proper to conduct the election or vote with
fairness to all shareholders. The inspectors of election shall perform their
duties impartially, in good faith, to the best of their ability, and as
expeditiously as is practical.

                  (c) If there are three inspectors of election the decision,
act, or certificate of a majority is effective in all respects as the decision,
act, or certificate of all.

                  (d) On request of the chairman of the meeting or of any
shareholder or his proxy the inspectors shall make a report in writing of any
challenge or question or matter determined by them and execute a certificate of
any fact found by them. Any report or certificate made by them is prima facie
evidence of the facts stated therein.

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                                   ARTICLE III

                                    DIRECTORS

         3.1 The number of Directors which shall constitute the whole board
shall be such number as shall be determined from time to time by resolution of
the Board of Directors. The Directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 3.2 of this Article, and each
Director elected shall hold office until his successor is elected and qualified.

         3.2 Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the Directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least 10% of the total
number of the shares at the time outstanding having the right to vote for such
Directors, summarily order an election to be held to fill any such vacancies or
newly created directorships, or to replace the Directors chosen by the Directors
then in office.

         3.3 The business and affairs of the corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the




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corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

         3.4 The Board of Directors of the corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

         3.5 Regular meetings of the Board of Directors may be held with or
without notice at such time and at such place as shall from time to time be
determined by the Board.

         3.6 Special meetings of the Board may be called by the President on 5
days notice to each Director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors, unless the board
consists of only one Director, in which case, I special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of the sole Director.

         3.7 At all meetings of the board a majority of the Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum present shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation. A Director who
abstains from participation in a particular course of business shall nonetheless
be counted for purposes of determining a quorum. If a quorum shall not be
present at any meeting of the Board 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.




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         3.8 Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

         3.9 Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in a meeting can hear each
other, and such participation in a meeting shall constitute presence in person
at the meeting.

         3.10 At every meeting of the Board of Directors, the Chairman of the
Board of Directors, if there is such an officer, and if not, the President, or
in the President's absence, a Vice President designated by the President, or in
the absence of such designation, a chairman chosen by a majority of the
Directors present, shall preside. The Secretary of the corporation shall act as
Secretary of the Board of Directors. In case the Secretary shall be absent from
any meeting, the chairman may appoint any person to act as Secretary of the
meeting.

         3.11 The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members one or more committees, each
consisting of two or more Directors, and each of which, to the extent provided
in such resolution, shall have all the authority of the Board (except as
otherwise provided by law, the Articles 




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of Incorporation, as amended, or these By-laws). However, no such committee
shall have authority as to any of the following matters:

                  (a) the submission to shareholders of any action as to which
shareholders' authorization or approval is required by law, the Articles of
Incorporation, as Amended, or these By-laws;

                  (b) the filling of vacancies on the Board of Directors or on
any committee;

                  (c) the fixing of compensation of the Directors for serving on
the-Board or on any committee;

                  (d) the amendment or repeal of these By-laws, or the adoption
of new By-laws;

                  (e) the amendment or repeal of any resolution of the Board of
Directors unless, by its terms, it is expressly made so amendable or repealable;

                  (f) the issuance of any shares or evidence of indebtedness of
the corporation or the declaration of any dividend;

                  (g) the amendment of the Certificate of Incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, and distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation;


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                  (h) recommendation to the stockholders of the sale, lease or
exchange of all or substantially all of the corporations property and assets;
and

                  (i) recommendation to the stockholders of a dissolution of the
corporation or a revocation of dissolution.

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

         3.13 Unless otherwise restricted by the certificate of Incorporation or
these By-laws, the Board of Directors shall have the authority to fix the
compensation of Directors. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
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 compensation for attending
committee meetings.

         3.14 Unless otherwise restricted by the Certificate of Incorporation or
By-laws, any Director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of Directors.

         3.15 The Corporation has outstanding certain 8% Senior Convertible
Notes due 2002 and Series A Convertible Preferred Stock (collectively,
"Convertible Securities") each of which is convertible, on certain terms and
conditions, into Common Stock of the Corporation. The Convertible Securities
contain certain anti-dilution provisions which will result in the reduction of
the conversion price if the Corporation issues Common Stock at a price less than
the conversion price then in effect, subject to the conditions





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contained in the Convertible Securities. The directors of this Corporation are
not authorized to, and will not, take any action which would result in the
Convertible Securities being convertible into 20% or more of the then
outstanding Common Stock of the Corporation without obtaining stockholder
consent if NASDAQ Stock Market Rules 4310 (c) (25) (H) requires a stockholder
consent to such issuance upon the conversion of the Convertible Securities. This
provision of the bylaws of the Corporation shall remain in full force and effect
so long as the Convertible Securities remain outstanding.

                                   ARTICLE IV

                                     NOTICES

         4.1 Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-laws, 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, by mail, addressed to such
Director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram or facsimile telephonic
transmission.

         4.2 Whenever any notice is required to be given under the provisions of
the statutes or of the Certificate of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

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                                    ARTICLE V

                                    OFFICERS

         5.1 The officers of the corporation shall be chosen by the Board of
Directors and shall be Chairman and Vice-Chairman of the Board of Directors,
President, Chief Executive. Officer, Chief Financial officer and Secretary. The
Board of Directors may also designate persons for the positions of Vice
Presidents, Treasurer, Chief Operating Officer, and Controller, and one or more
Assistant Secretaries and Assistant Treasurers, as they deem necessary. Any
number of offices I may be held by the same person, unless the Certificate of
Incorporation or these By-laws otherwise provide.

         5.2 The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose the officers of the Company.

         5.3 The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.

         5.4 The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.

         5.5 The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the corporation
shall be filled by the Board of Directors.

         5.6 The Chairman of the Board, if there shall be such an officer,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such





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other powers and duties as may be from time to time assigned to the Chairman by
the Board of Directors or prescribed by the By-laws.

         5.7 The President shall be the Chief Executive Officer of the
corporation, and subject to the provisions of these By-laws and to the direction
of the Board of Directors, shall be responsible for the general management 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. He
shall sign stock certificates, 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 signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

         5.8 In the absence of the President or in the event of his inability or
refusal to act, the Executive Vice Presidents, the Vice Presidents and the
Presidents of Divisions, in the order designated by the Directors, or in the
absence of any designation, then in the order of their election, shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Presidents of
Divisions, the Executive Vice Presidents and the Vice Presidents shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

         5.9 The Secretary, or in his absence the person appointed to act as
Secretary of the meeting, shall at all meetings of the Board of Directors and
all meetings of the stockholders record all the proceedings of the meetings of
the corporation and of the Board of Directors in a book to be kept for that
purpose and shall perform like duties for 





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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 or President, under whose supervision he shall be. He
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 Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

                                   ARTICLE VI

                            RESIGNATIONS AND REMOVALS

         6.1 Any Director or officer of the corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time be not specified therein,
then upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective.

         6.2 The Board of Directors, at any meeting thereof called for the
purpose, may, at any time, remove with or without cause from office or terminate
the employment of any officer, agent or member of any committee, and may remove
with cause any Director.

         The shareholders entitled to vote for the election of Directors may
remove any Director with or without cause.

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                                   ARTICLE VII

                             CERTIFICATES FOR SHARES

         7.1 The shares of the corporation shall be represented by a certificate
or shall be uncertificated. Certificates shall be signed by, or in the name of
the corporation by, the Chairman or the President, or the Secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or 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 of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

         7.2 Any or all of the signatures on a certificate may be 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 such
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.

         7.3 The Board of Directors may direct a new certificate or certificates
or uncertificated shares to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition




<PAGE>   19

precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

         7.4 Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, 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.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be cancelled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

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





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adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

         7.6 The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1 Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation.

         8.2 Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive



<PAGE>   21

to the interest of the corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

         8.3 The Board of Directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

         8.4 All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Director may from time to time designate.

         8.5 The fiscal year of the corporation shall begin on January 1 and end
on December 31.

         8.6 The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. No written act of the Company
shall be declared invalid for lack of a seal if signed by the duly authorized
officer of the Company.
         
         8.7 All deeds, bonds, mortgages, contracts and other instruments or
documents requiring a seal may be signed in the name of the corporation by the
President or by any other officer authorized to sign such instrument or document
by the Board of Directors, and such authority may be general or confined to
specific instances.



<PAGE>   22

                                   ARTICLE IX

                                   AMENDMENTS

      9.1 These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the stockholders or by the Board of Directors at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new By-laws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal By-laws
is conferred upon the Board of Directors by the Certificate of Incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal By-laws.

                                    ARTICLE X

                                 INDEMNIFICATION

         10.1 The corporation shall indemnify its officers, Directors, employees
and agents to the full extent permitted by the General Corporation Law of
Delaware, as amended from time to time.

         Any person who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (whether or not by or in the
right of the Corporation) by reason of the fact that he is or was a Director,
officer, incorporator, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, incorporator,
employee, partner, trustee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise (including an employee benefit plan),




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shall be entitled to be indemnified by the corporation to the full extent then
permitted by law against expenses (including attorney's fees), judgments, fines
(including excise taxes assessed on a person with respect to an employee benefit
plan), and amounts paid in settlement incurred by him in connection with such
action, suit, or proceeding. Such right of indemnification shall inure whether
or not the claim asserted is based on matters which antedate the adoption of
this Section 10.1. Such right of indemnification shall continue as to a person
who has ceased to be a Director, officer, incorporator, employee, partner,
trustee, or agent and shall inure to the benefit of the heirs and personal
representatives of such a person. The indemnification provided by this Section
10.1 shall not be deemed exclusive of any other rights which may be provided now
or in the future under any provision currently in effect or hereafter adopted by
the Bylaws, by any agreement, by vote of stockholders, by resolution of
disinterested Directors, by provision of law, or otherwise.