BY-LAWS
                                       OF
                               INFOCROSSING, INC.
                 (Formerly COMPUTER OUTSOURCING SERVICES, INC.)
                            (a Delaware corporation)

                        (As Amended As Of April 1, 2004)





<PAGE>





                                TABLE OF CONTENTS

                                                                            Page

    ARTICLE 1 ........................................................  1

         Definitions ................................................   1

    ARTICLE 2 ........................................................  1

         Shareholders ................................................  1

         2.1   Place of Meetings .....................................  1
         2.2   Annual Meeting ........................................  1
         2.3   Special Meetings ......................................  2
         2.4   Fixing Record Date ....................................  2
         2.5   Notice of Meetings of Shareholders ....................  2
         2.6   Waivers of Notice .....................................  3
         2.7   List of Shareholders at Meeting .......................  3
         2.8   Quorum of Shareholders; Adjournment ...................  3
         2.9   Voting; Proxies .......................................  3
         2.10  Selection and Duties of Inspectors at
                 Meeting of Shareholders .............................  4
         2.11  Organization ..........................................  4
         2.12  Order of Business .....................................  4
         2.13  Notice of Business ....................................  4
         2.14  Written Consent of Shareholders without a Meeting .....  5

    ARTICLE 3 ........................................................  5

         Directors ...................................................  5

         3.1   General Powers ........................................  5
         3.2   Number; Qualification; Term of Office .................  6
         3.3   Nomination of Directors ...............................  6
         3.4   Election ..............................................  7
         3.5   Newly Created Directorships and Vacancies .............  7
         3.6   Resignations ..........................................  7
         3.7   Removal of Directors ..................................  7
         3.8   Compensation ..........................................  7
         3.9   Place and Time of Meetings of the Board ...............  7
         3.10  Annual Meetings .......................................  7
         3.11  Regular Meetings ......................................  8
         3.12  Special Meetings ......................................  8
         3.13  Adjourned Meetings ....................................  8











                                        i


<PAGE>





         3.14  Waivers of Notice of Meetings .........................  8
         3.15  Organization ..........................................  8
         3.16  Quorum of Directors ...................................  9
         3.17  Action by the Board ...................................  9
         3.18  Written Consent In Lieu of Meeting of the Board .......  9
         3.19  Participation at Meetings by Telephone
                 Conference or Similar Communications ................  9

    ARTICLE 4 ........................................................  9

         Executive Committee and Other Committees ....................  9

         4.1   How Constituted and Powers ............................  9
         4.2   General ............................................... 10

    ARTICLE 5 ........................................................ 10

         Officers .................................................... 10

         5.1   Officers .............................................. 10
         5.2   Removal of Officers ................................... 10
         5.3   Resignations .......................................... 10
         5.4   Vacancies ............................................. 10
         5.5   Compensation .......................................... 11
         5.6(a)Chairman of the Board ................................. 11
         5.6(b)Vice Chairman ......................................... 11
         5.7   Chief Executive Officer ............................... 11
         5.8(a)President ............................................. 11
         5.8(b)Chief Operating Officer ............................... 11
         5.9   Vice Presidents ....................................... 11
         5.10  Secretary ............................................. 12
         5.11  Treasurer ............................................. 12
         5.12  Assistant Secretaries and Assistant Treasurers ........ 12

    ARTICLE 6 ........................................................ 13

         Contracts, Checks, Drafts, Bank Accounts, Etc. .............. 13

         6.1   Execution of Contracts ................................ 13
         6.2   Loans ................................................. 13
         6.3   Checks, Drafts, Etc. .................................. 13
         6.4   Deposits .............................................. 13

    ARTICLE 7 ........................................................ 13

         Shares and Dividends ........................................ 13

         7.1   Certificates Representing Shares ...................... 13
         7.2   Transfer of Shares .................................... 13
         7.3   Transfer and Registry Agents .......................... 14





                                       ii


<PAGE>





         7.4   Lost, Destroyed, Stolen and Mutilated Certificates .... 14
         7.5   Regulations ........................................... 14
         7.6   Shareholder Agreements ................................ 14
         7.7   Dividends, Surplus, Etc. .............................. 14

    ARTICLE 8 ........................................................ 15

         Indemnification ............................................. 15

         8.1   Indemnification of Officers and Directors ............. 15
         8.2   Contract Rights ....................................... 15
         8.3   Other Persons ......................................... 15

    ARTICLE 9 ........................................................ 15

         Books and Records ........................................... 15

         9.1   Books and Records ..................................... 15
         9.2   Inspection of Books and Records ....................... 16

    ARTICLE 10 ....................................................... 16

         Seal ........................................................ 16

    ARTICLE 11 ....................................................... 16

         Fiscal Year ................................................. 16

    ARTICLE 12 ....................................................... 16

         Voting of Shares Held ....................................... 16

    ARTICLE 13 ....................................................... 16

         Amendments .................................................. 16





















                                       iii


<PAGE>






                                     BY-LAWS
                                       OF
                               INFOCROSSING, INC.
                 (Formerly COMPUTER OUTSOURCING SERVICES, INC.)

                                    ARTICLE 1

                                   Definitions
                                   -----------

     As used in these By-laws, unless the context otherwise requires, the term:

     1.1 "Board" means the Board of Directors of the Corporation.

     1.2 "By-laws" means these By-laws of the Corporation, as amended from time
to time.

     1.3 "Certificate of Incorporation" means the Certificate of Incorporation
of the Corporation, as amended, supplemented or restated from time to time.

     1.4 "Corporation" means Computer Outsourcing Services, Inc.

     1.5 "Directors" means the directors of the Corporation.

     1.6 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.

     1.7 "Office of the Corporation" means the executive office of the
Corporation as may be chosen from time to time by the Corporation's Board of
Directors.

     1.8 "Shareholders" means holders of the outstanding capital stock of the
Corporation.

                                    ARTICLE 2

                                  Shareholders
                                  ------------

     2.1 Place of Meetings. Every meeting of the shareholders shall be held at
the Office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting.

     2.2 Annual Meeting. A meeting of shareholders shall be held annually for
the election of Directors and the transaction of other business as may properly
be brought before the meeting on the date fixed by the Board in accordance with
the provisions of this Section 2 and the Certificate of Incorporation.








<PAGE>





     2.3 Special Meetings. Special meetings of the Shareholders may be called
only by the Board. Notwithstanding the foregoing, whenever the holders of one or
more classes or series of preferred stock of the Corporation shall have the
right, voting separately as a class or serie s, to elect Directors, such holders
may call, pursuant to the terms of the resolution or resolutions adopted by the
Board pursuant to Section 5 of the Certificate of Incorporation, special
meetings of holders of preferred stock of the Corporation.

     2.4 Fixing Record Date. For the purpose of determining the Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board may fix, in advance, a date as the record
date for any such determination of Shareholders. Such date shall not be more
than 50 nor less than 10 days before the date of such meeting, nor more than 50
days prior to any other action. If no such record date is fixed:

          2.4.1 The record date for the determination of Shareholders entitled
     to notice of or to vote at a meeting of Shareholders shall be at the close
     of business on the day next preceding the day on which notice is given, or,
     if no notice is given, the day on which the meeting is held; and

          2.4.2 The record date for determining Shareholders for any purpose
     other than that specified in Section 2.4.1 shall be at the close of
     business on the day on which the resolution of the Board relating thereto
     is adopted.

     When a determination of Shareholders entitled to notice of or to vote at
any meeting of Shareholders has been made as provided in this Section 2.4, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.

     2.5 Notice of Meetings of Shareholders. Except as otherwise provided in
Sections 2.3 and 2.6, whenever under the General Corporation Law or the
Certificate of Incorporation or the By-laws, shareholders are required or
permitted to take action at a meeting, written notice shall be given stating the
place, date and hour of the meeting and, unless it is the annual meeting,
indicating that it is being issued by or at the direction of the person or
persons calling the meeting. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is called. If, at any meeting, action
is proposed to be taken which would, if taken, entitle Shareholders fulfilling
the requirements of Section 262 of the General Corporation Law to receive
payment for their shares, the notice of such meeting shall include a statement
of that purpose and to that effect. A copy of the notice of any meeting shall be
given, personally or by mail not less than 10 nor more than 50 days before the
date of the meeting, to each shareholder entitled to notice of or to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, with postage thereon prepaid, directed to the
Shareholder at his address as it appears on the record of shareholders, or, if
he shall have filed with the Secretary of the Corporation a written request





                                      - 2 -


<PAGE>






that notices to him be mailed to some other address, then directed to him at
such other address. An affidavit of the Secretary or other person giving the
notice or of the transfer agent of the Corporation that the notice required by
this section has been given shall, in the absence of fraud, be prima facie
evidence of the facts therein stated. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted at the meeting as
originally called. However, if after the adjournment the Board fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each Shareholder of record as of the new record date who is entitled
to notice.

     2.6 Waivers of Notice. Notice of meeting need not be given to any
Shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

     2.7 List of Shareholders at Meeting. A list of Shareholders as of the
record date, certified by the officer of the Corporation responsible for its
preparation, or by a transfer agent, shall be produced at any meeting of
Shareholders upon the request thereat or prior thereto of any Shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of Shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.

     2.8 Quorum of Shareholders; Adjournment. Except as otherwise provided by
law, the Certificate of Incorporation or the By-laws, the holders of a majority
of the issued and outstanding shares entitled to vote at any meeting of
shareholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at any such meeting. When a quorum is
once present to organize a meeting of shareholders, the meeting may continue
despite the subsequent withdrawal of any Shareholders or their proxies. The
holders of a majority of shares present in person or represented by proxy at any
meeting of Shareholders, including an adjourned meeting, whether or not a quorum
is present, may adjourn such meeting to another time and place.

     2.9 Voting; Proxies. Except as otherwise provided in the Certificate of
Incorporation, every Shareholder of record shall be entitled at every meeting of
Shareholders to one vote for each share standing in his name on the record of
Shareholders determined in accordance with Section 2.4. The provisions of the
General Corporation Law shall apply in determining whether any shares may be
voted and the persons, if any, entitled to vote such shares; but the Corporation
shall be protected in treating the persons in whose names shares stand on the
record of Shareholders as owners thereof for all purposes.

     At any meeting of Shareholders, a quorum being present, all matters, except
as otherwise provided by law or by the Certificate of Incorporation or by the
By-laws, shall be decided by a majority of the votes cast at such meeting by


                                      - 3 -


<PAGE>






     the holders of shares present in person or represented by proxy and
entitled to vote thereon, voting as separate classes if so required by the
Certificate of Incorporation. In voting on any question on which a vote by
ballot is required by law or is demanded by any Shareholder entitled to vote,
the voting shall be by ballot, signed by the shareholder voting or by his proxy
and stating the number of shares voted. Every Shareholder entitled to vote at a
meeting of Shareholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy. The validity and
enforce- ability of any proxy shall be determined in accordance with the General
Corporation Law.

     2.10 Selection and Duties of Inspectors at Meeting of Shareholders. The
Board, in advance of any meeting of Shareholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspector or inspectors shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them. Any report or certificate made by
the inspector or inspectors shall be prima facie evidence of the facts stated
and of the vote as certified by him or them.

     2.11 Organization. At every meeting of Shareholders, the Chairman of the
Board, if any, or in the absence of such Chairman of the Board, the President,
and in the absence of both the Chairman of the Board and the President, that
Vice President having the duty to do so by virtue of the order of precedence
prescribed pursuant to Section 5.8, shall act as Chairman of the meeting. The
Secretary, or in his absence one of the Assistant Secretaries, shall act as
Secretary of the meeting. In case none of the officers above designated to act
as Chairman or Secretary of the meeting, respectively, shall be present, a
Chairman or a Secretary of the meeting, as the case may be, shall be chosen by a
majority of the votes cast at such meeting by the holders of shares present in
person or represented by proxy and entitled to vote at the meeting.

     2.12 Order of Business. The order of business at all meetings of the
Shareholders shall be as determined by the Chairman of the meeting.

     2.13 Notice of Business. At any meeting of the Shareholders, only such
business shall be conducted as shall have been brought before the meeting (a) by
or at the direction of the Board or (b) by any shareholder of the


                                      - 4 -


<PAGE>






Corporation who is a shareholder of record at the time of giving of the notice
provided for in this Section 2.13, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2.13. In
addition to any other applicable requirements, for business to be properly
brought before a shareholder meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 70 days notice and prior public disclosure of the date of the
meeting is given or made to Shareholders, notice by the shareholder to be timely
must be received no later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made, whichever first occurs. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business, (c) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the shareholder
and (d) any material interest of the shareholder in such business. Notwith-
standing anything in the By-laws to the contrary, no business shall be conducted
at a shareholder meeting except in accordance with the procedures set forth in
this Section 2.13. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting and in accordance with the provisions of the By-laws, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted. Notwith-
standing the foregoing provisions of this Section 2.13, a shareholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 2.13.

     2.14 Written Consent of Shareholders without a Meeting. Whenever the
Shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken or to be taken, signed by the holders of all outstanding shares entitled
to vote thereon. Such consent shall have the same effect as a unanimous vote of
Shareholders.

                                    ARTICLE 3

                                    Directors
                                    ---------

     3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business of the Corporation shall be managed by the Board.
The Board may adopt such rules and regulations, not inconsistent with the
Certificate of Incorporation or the By-laws or applicable laws, as it may deem
proper for the conduct of its meetings and the management of the Corporation. In
addition to the powers expressly conferred by the By-laws, the Board may
exercise all powers and perform all acts which are not required, by the By-laws




                                      - 5 -


<PAGE>






or the Certificate of Incorporation or by law, to be exercised and performed by
the Shareholders.  The Board may elect or appoint a Chairman of the Board.

     3.2 Number; Qualification; Term of Office. The Board of Directors shall
have such classifications as are set forth in the Certificate of Incorporation.
The number of Directors shall be fixed by the action of the Board; provided,
that the number of Directors constituting the entire Board shall not be less
than three. Each Director shall be at least twenty-one years of age and shall be
elected to hold office until the annual meeting of Shareholders three years
hence following his election and until his successor in the Class of Directors
of which he is a member shall have been duly elected and shall qualify, or until
his earlier death, resignation or removal all in accordance with the provisions
of the Certificate of Incorporation.

     3.3 Nomination of Directors. Only persons who are nominated in accordance
with the procedures set forth in these By-laws shall be eligible to serve as
Directors. Nominations of persons for election to the Board may be made at a
meeting of Shareholders (a) by or at the direction of the Board or (b) by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Section 3.3, who shall be entitled to vote
for the election of Directors at the meeting and who complies with the notice
procedures set forth in this Section 3.3. Such nominations, other than those
made by or at the direction of the Board, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days notice and prior public disclosure of the date of the meeting
is given or made to Shareholders, notice by the shareholder to be timely must so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the meeting or such public disclosure was
made, whichever first occurs. Such Shareholders' notice shall set forth (a) as
to each person whom the shareholder 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 (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the shareholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such shareholder and (ii)
the class and number of shares of capital stock of the Corporation which are
beneficially owned by such shareholder. At the request of the Board, any person
nominated by the Board for election as a Director shall furnish to the Secretary
of the Corporation that information required to be set forth in a shareholder's
notice of nomination which pertains to the nominee. No person shall be eligible
to serve as a Director of the Corporation unless nominated in accordance with
the procedures set forth in this By-law. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by these By-laws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 3.3, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, and the rules and
regulations thereunder with respect to the matters set forth in this Section.


                                      - 6 -


<PAGE>






     3.4 Election. Directors shall, except as otherwise required by law or by
the Certificate of Incorporation, be elected by plurality of the votes cast at a
meeting of Shareholders by the holders of shares entitled to vote in the
election.

     3.5 Newly Created Directorships and Vacancies. Except as otherwise provided
by the Certificate of Incorporation, newly created Directorships resulting from
an increase in the number of Directors and vacancies occurring in the Board for
any reason, excluding the removal of Directors without cause, may be filled by
vote of a majority of the Directors then in office, although less than a quorum,
at any meeting of the Board or may be elected by a plurality of the votes cast
by the holders of shares entitled to vote in the election at a special meeting
of Shareholders called for that purpose. A Director elected to fill a vacancy
shall be elected to hold office until the annual meeting of Shareholders next
following his election and until his successor shall have been elected and shall
qualify, or until his earlier death, resignation or removal.

     3.6 Resignations. Any director may resign at any time by written notice to
the Chairman of the Board, if any, the President or the Secretary. Such
resignation shall take effect at the time therein specified, and, unless
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective.

     3.7 Removal of Directors. Subject to the provisions of the Certificate of
Incorporation and the General Corporation Law, any or all of the Directors may
be removed, only for cause, by vote of the Shareholders or by action of the
Board.

     3.8 Compensation. Each Director, in consideration of his service as such,
shall be entitled to receive from the Corporation such amount per annum or such
fees for attendance at Directors' meetings, or both, as the Board may from time
to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each Director
who shall serve as a member of any committee of Directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
section shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

     3.9 Place and Time of Meetings of the Board. Meetings of the Board, regular
or special may be held at any place within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to resolution of the Board)
in the notice of the meeting.

     3.10 Annual Meetings. On the day when and at the place where the annual
meeting of Shareholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board




                                      - 7 -


<PAGE>






may be held at any other time and place specified in a notice given as provided
in Section 3.12 for special meetings of the Board or in a waiver of notice
thereof.

     3.11 Regular Meetings. Regular meetings of the Board may be held without
notice at such times and places as may be fixed from time to time by the Board.
If any day fixed for a regular meeting of the Board shall not be a business day
at the place where such meeting is to be held, then such meeting shall be held
at the same hour at the same place on the first business day thereafter.

     3.12 Special Meetings. Special meetings of the Board shall be held whenever
called by the Chairman of the Board, if any, the President or the Secretary or
by any two or more Directors. Notice of each special meeting of the Board shall
be addressed to each Director at the address designated by him for that purpose
or, if none is designated, at his last known address. Such notice shall be
delivered by means designed to give effective notice at least twenty-four hours
prior to such meeting, and shall be deemed proper if mailed at least five days
before the date on which the meeting is to be held, or if such notice shall be
sent to each Director at such address by telegraph, telefax, telex, cable,
wireless, or similar means of communication, or be delivered to him personally,
not later than the day before the date on which such meeting is to be held.
Every such notice shall state the time and place of the meeting but need not
state the purposes of the meeting, except to the extent required by law. If
mailed, each notice shall be deemed given when deposited, with postage thereon
prepaid, in a post office or official depository under the exclusive care and
custody of the United States Post Office Department. Such mailing shall be by
first class mail.

     3.13 Adjourned Meetings. A majority of the Directors present at any meeting
of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to any Director whether or not
present at the time of the adjournment. Any business may be transacted at any
adjourned meeting that might have been transacted at the meeting as originally
called.

     3.14 Waivers of Notice of Meetings. Anything in these By-laws or in any
resolution adopted by the Board to the contrary notwithstanding, notice of any
meeting of the Board need not be given to any Director who submits a signed
waiver of such notice, whether before or after such meeting, or who attends such
meeting without protesting, prior thereto or at its commencement, the lack of
notice to him.

     3.15 Organization. At each meeting of the Board, the Chairman of the Board,
if any, or in the absence of such Chairman of the Board, a person designated by
a majority of the members of the Board present at a meeting of the Board shall
preside. The Secretary shall act as Secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of the Secretary at such meeting; and in the
absence from any such meeting of the Secretary and Assistant Secretaries, the
person presiding at the meeting may appoint any person to act as Secretary of
the meeting.



                                      - 8 -


<PAGE>






     3.16 Quorum of Directors. Except as otherwise provided in the Certificate
of Incorporation, a majority of the Directors then in office shall constitute a
quorum for the transaction of business or of any specified item of business at
any meeting of the Board.

     3.17 Action by the Board. Except as provided in Section 3.18 all corporate
action taken by the Board shall be taken at a meeting of the Board. Except as
otherwise provided by the Certificate of Incorporation or by law, the vote of a
majority of the Directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the Board.

     3.18 Written Consent In Lieu of Meeting of the Board. Except as otherwise
provided by law, any action required or permitted to be taken by the Board or
any committee thereof may be taken without a meeting if all members of the Board
or of the committee, as the case may be, consent in writing to the adoption of a
resolution authorizing the action. The resolutions and the consents thereto by
the members of the Board or committee shall be filed with the minutes of the
proceedings thereof.

     3.19 Participation at Meetings by Telephone Conference or Similar
Communications. Any one or more members of the Board or any committee thereof
may participate in a meeting of the Board or such committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.

                                    ARTICLE 4

                    Executive Committee and Other Committees
                    ----------------------------------------

     4.1 How Constituted and Powers. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members an executive
committee and other committees, each consisting of three or more Directors, and
each of which, to the extent provided in the resolution, shall have all the
authority of the Board, except that no such committee shall have authority as to
the following matters:

          4.1.1 The submission to Shareholders of any matter that needs
     Shareholders' approval;

          4.1.2 The filling of vacancies in the Board or in any committee;

          4.1.3 The fixing of compensation of the Directors for serving on the
     Board or on any committee;

          4.1.4 The amendment or repeal of the By-laws, or the adoption of new
     By-laws.

          4.1.5 The amendment or repeal of any resolution of the Board which by
     its terms shall not be so amendable or repealable.




                                      - 9 -


<PAGE>






          4.1.6 Any matter which would require the affirmative vote of more than
     a majority of Directors pursuant to the Certificate of Incorporation.

     4.2 General. Any committee designated by the Board pursuant to Section 4.1,
and each of the members and alternate members thereof, shall serve at the
pleasure of the Board. The Board may designate one or more Directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.

                                    ARTICLE 5

                                    Officers
                                    --------

     5.1 Officers. The Board may elect or appoint a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as it may determine. All officers shall be elected or appointed to hold
office until the meeting of the Board following the next annual meeting of
Shareholders. The Board may designate one or more Vice Presidents as Senior Vice
Presidents, and may use descriptive words or phrases to designate the standing,
seniority or area of special competence of the Vice Presidents elected or
appointed by it. Each officer shall hold office for the term for which he is
elected or appointed, and until his successor shall have been elected or
appointed and qualified or until his death, resignation or removal in the manner
provided in Section 5.2. Any two or more offices may be held by the same person,
except the offices of President and Secretary. If all of the issued and
outstanding stock of the Corporation is owned by one person, such person may
hold all or any combination of offices. The Board may require any officer to
give a bond or other security for the faithful performance of his duties, in
such amount and with such sureties as the Board may determine. All officers as
between themselves and the Corporation shall have such authority and perform
such duties in the management of the Corporation as may be provided in the
By-laws or as the Board may from time to time determine.

     5.2 Removal of Officers. Any officer elected or appointed by the Board may
be removed by the Board with or without cause. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.

     5.3 Resignations. Any officer may resign at any time in writing by
notifying the Board, the Chairman of the Board, if any, the President or the
Secretary. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any.

     5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.




                                     - 10 -


<PAGE>






     5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
Director.

     5.6(a) Chairman of the Board. The Chairman of the Board, if any and if
present, shall preside at all meetings of the Shareholders and at all meetings
of the Board. In addition, the Chairman of the Board shall serve in a
supervisory role with respect to the management of the Company and shall do and
perform such other duties as from time to time assigned to him by the Board.

     5.6(b) Vice-Chairman of the Board. At the request of the Chairman of the
Board or, in his absence, at the request of the Board, the Vice-Chairman of the
Board shall perform all of the duties of the Chairman of the Board and so acting
shall have all of the powers of and be subject to all restrictions upon the
Chairman of the Board. The Vice-Chairman of the Board shall rank senior to the
President but shall be subordinate to the Chairman of the Board and shall serve
in a supervisory role with respect to the management of the Company. In
addition, he shall do and perform such other duties as from time to time may be
assigned to him by the Board or the Chairman of the Board.

     5.7 Chief Executive Officer. The Chief Executive Officer shall have such
duties and responsibilities as shall be determined by the Board.

     5.8(a) President. The President shall have general supervision over the
business of the Corporation, subject, however, to the control of the Board and
of any duly authorized committee of Directors. If both the Chairman of the Board
and the Vice-Chairman of the Board are not present, the President shall, if
present, preside at all meetings of the Shareholders and at all meetings of the
Board. He may, with the Secretary or the Treasurer or an Assistant Secretary or
an Assistant Treasurer, sign certificates of shares of the Corporation. He may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by the By-laws to some
other officer or agent of the Corporation, or shall be required by law otherwise
to be signed or executed, and, in general, he shall perform all duties incident
to the office of President and such other duties as from time to time may be
assigned to him by the Board, the Chairman of the Board or the Vice-Chairman of
the Board.

     5.8(b) Chief Operating Officer. The Chief Operating officer shall perform
all duties customary to the office of Chief Operating Officer and such other
duties as from time to time may be assigned to him by the Board, the Chairman of
the Board or the Vice-Chairman of the Board.

     5.9 Vice Presidents. At the request of the President or, in his absence, at
the request of the Board, the Vice Presidents shall (in such order as may be
designated by the Board or in the absence of any such designation in order of
seniority based on age) perform all of the duties of the President and so acting
shall have all the powers of and be subject to all restrictions upon the
President. Any Vice President may also, with the Secretary or the Treasurer or
an Assistant Secretary or an Assistant Treasurer, sign certificates for shares
of the Corporation; sign and execute in the name of the Corporation

                                     - 11 -


<PAGE>


deeds, mortgages, bonds, contracts or other instruments authorized by the Board,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by the By-laws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be signed or executed; and
perform such other duties as from time to time may be assigned to him by the
Board or by the President.

     5.10 Secretary. The Secretary, if present, shall act as Secretary of all
meetings of the Shareholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the President or a Vice President, sign certificates for
shares of the Corporation; he shall be custodian of the seal of the Corporation
and may seal with the seal of the Corporation or a facsimile thereof, all
certificates for shares of the Corporation and all documents the execution of
which on behalf of the Corporation under its corporate seal is authorized in
accordance with the provisions of the By-laws; he shall have charge of the share
records and also of the other books, records and papers of the Corporation
relating to its organization and management as a Corporation, and shall see that
the reports, statements and other documents required by law are properly kept
and filed; and shall, in general, perform all the duties incidental to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board or by the President.

     5.11 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
By-laws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time reports or statements giving such information as he may desire with respect
to any and all financial transactions of the Corporation from the officers or
agents transacting the same; render to the Board, the Chairman of the Board, if
any, or the President whenever the Board, the Chairman of the Board, if any, or
the President shall require him so to do, an account of the financial condition
of the Corporation and of all his transactions as Treasurer; exhibit at all
reasonable times his books of account and other records to any of the Directors
upon application at the office of the Corporation where such books and records
are kept; and in general perform all the duties incidental to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board or by the President; and he may sign with the President or a Vice
President certificates for shares of the Corporation.

     5.12 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board or by the
President. Assistant Secretaries and Assistant Treasurers may, with the
President or a Vice President, sign certificates for shares of the Corporation.
Assistant Secretaries and Assistant Treasurers shall perform such duties as
shall be assigned to them by the Secretary or by the Treasurer, respectively, or
by the Board or by the President. Assistant Secretaries and Assistant Treasurers
may, with the President or a Vice President, sign certificates for shares of the
Corporation.

                                     - 12 -


<PAGE>


                                    ARTICLE 6

                 Contracts, Checks, Drafts, Bank Accounts, Etc.
                 ----------------------------------------------

     6.1 Execution of Contracts. The Board may authorize any officer, employee
or agent, in the name and on behalf of the Corporation, to enter into any
contract or execute and satisfy any instrument, and any such authority may be
general or confined to specific instances, or otherwise limited.

     6.2 Loans. The President or any other officer, employee or agent authorized
by the By-laws or by the Board may effect loans and advances at any time for the
Corporation from any bank, trust company or other institutions or from any firm,
corporation or individual and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or evidences of
indebtedness of the Corporation, and when authorized so to do may pledge and
hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances. Such authority conferred by the Board
may be general or confined to specific instances or otherwise limited.

     6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.

     6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositories as the Board may select or as may be selected by
an officer, employee or agent of the Corporation to whom such power may from
time to time be delegated by the Board.

                                    ARTICLE 7

                              Shares and Dividends
                              --------------------

     7.1 Certificates Representing Shares. Subject to the Certificate of
Incorporation, the shares of the Corporation shall be represented by
certificates in such form (consistent with the provisions of Section 158 of the
General Corporation Law) as shall be approved by the Board. Such certificates
shall be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles, if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such officer before such certificate is issued, such certificate may, unless
otherwise ordered by the Board, be issued by the Corporation with the same
effect as if such person were such officer at the date of issue.

     7.2 Transfer of Shares. Transfers of shares shall be made only on the books
of the Corporation by the holders thereof or by such holder's duly authorized
attorney appointed by a power of attorney duly executed and filed with the
Secretary or a transfer agent of the Corporation, and on surrender of the
certificate or certificates representing such shares properly endorsed for
transfer and upon payment of all necessary transfer taxes. Every certificate
                                     - 13 -


<PAGE>


exchanged, returned or surrendered to the Corporation shall be marked
"Cancelled," with the date of cancellation, by the Secretary or an Assistant
Secretary or the transfer agent of the Corporation. A person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
to receive dividends, to vote as such owner and for all other purposes as
respects the Corporation. No transfer of shares shall be valid as against the
Corporation, its Shareholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided by
law, until such transfer shall have been entered on the books of the Corporation
by an entry showing from and to whom transferred.

     7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

     7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
shares shall immediately notify the Corporation of any loss, destruction, theft
or mutilation of the certificate representing such shares, and the Corporation
may issue a new certificate to replace the certificate alleged to have been
lost, destroyed, stolen or mutilated. The Board may, in its discretion, as a
condition to the issue of any such new certificate, require the owner of the
lost, destroyed, stolen or mutilated certificate, or his legal representatives,
to make proof satisfactory to the Board of such loss, destruction, theft or
mutilation and to advertise such fact in such manner as the Board may require,
and to give the Corporation and its transfer agents and registrars, or such of
them as the Board may require, a bond in such form, in such sums and with such
surety or sureties as the Board may direct, to indemnify the Corporation and its
transfer agents and registrars against any claim that may be made against any of
them on account of the continued existence of any such certificate so alleged to
have been lost, destroyed, stolen or mutilated and against any expense in
connection with such claim.

     7.5 Regulations. The Board may make such rules and regulations as it may
deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares.

     7.6 Shareholder Agreements. If any two or more Shareholders or subscribers
for shares shall enter into any agreement whereby the rights of any one or more
of them to sell, assign, transfer, mortgage, pledge, hypothecate, or transfer on
the books of the Corporation, any or all of such shares held by them shall be
abridged, limited or restricted, and if a copy of such agreement shall be filed
with the Corporation and shall contain a provision that the certificates
representing shares subject to it shall bear a reference to such agreement, then
all certificates representing shares covered or affected by said agreement shall
have such reference thereto endorsed thereon; and such shares shall not
thereafter be transferred on the books of the Corporation except in accordance
with the terms and provisions of such agreement.

     7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate
of Incorporation and of law, the Board:

          7.7.1 May declare and pay dividends or make other distributions on the
     outstanding shares in such amounts and at such time or times as, in its
     discretion, the condition of the affairs of the Corporation shall render
     advisable;

          7.7.2 May use and apply, in its discretion, any of the surplus of the
     Corporation in purchasing or acquiring any shares of the Corporation, or -
     14 -


<PAGE>






     purchase warrants therefor, in accordance with law, or any of its bonds,
     debentures, notes, scrip or other securities or evidences of indebtedness;

          7.7.3 May set aside from time to time out of such surplus or net
     profits such sum or sums as, in its discretion, it may think proper, as a
     reserve fund to meet contingencies, or for equalizing dividends or for the
     purpose of maintaining or increasing the property or business of the
     Corporation, or for any other purpose it may think conducive to the best
     interests of the Corporation.

                                    ARTICLE 8

                                 Indemnification
                                 ---------------

     8.1 Indemnification of Officers and Directors. The Corporation shall
indemnify any present or former officer or director of the Corporation or the
personal representatives thereof, to the fullest extent permitted by the General
Corporation Law.

     8.2 Contract Rights. The foregoing provisions of this Article 8 shall be
deemed to be a contract between the Corporation and each Director and officer
who serves in such capacity at any time while this Article 8 and the relevant
provisions of the General Corporation Law, if any, are in effect, and, except to
the extent otherwise required by law, any repeal or modification thereof shall
not affect any rights or obligations then existing or thereafter arising with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought or threatened based in whole or
in part upon any such state of facts.

     8.3 Other Persons. The Board in its discretion shall have power on behalf
of the Corporation to indemnify any person (including his heirs by testate or
intestate succession), other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he is or was an employee
or agent of the Corporation.

                                    ARTICLE 9

                                Books and Records
                                -----------------

     9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
Shareholders, Board and executive committee, if any. The Corporation shall keep
at the office designated in the Certificate of Incorporation or at the office of
the transfer agent or registrar of the Corporation, a record containing the
names and addresses of all Shareholders, the number and class of shares held by
each and the dates when they respectively became the owners of record thereof.
Any of the foregoing books, minutes or records may be in written form or in any
other form capable or being converted into written form within a reasonable
time.





                                     - 15 -


<PAGE>







     9.2 Inspection of Books and Records. Except as otherwise provided by law,
the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the inspection of
the Shareholders.

                                   ARTICLE 10

                                      Seal
                                      ----

     The Board may adopt a corporate seal which shall be in any form it shall
determine is appropriate.

                                   ARTICLE 11

                                   Fiscal Year
                                   -----------

     The fiscal year of the Corporation shall be determined, and may be changed,
by resolution of the Board.

                                   ARTICLE 12

                              Voting of Shares Held
                              ---------------------

     Unless otherwise provided by resolution of the Board, the Chief Executive
Officer or the President may, from time to time, appoint one or more attorneys
or agents of the Corporation, in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation, any of whose shares or securities may be
held by the Corporation, at meetings of the holders of the shares or other
securities of such other corporation, or to consent in writing to any action by
any such other corporation, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation and under its corporate
seat or otherwise, such written proxies, consents, waivers or other instruments
as he may deem necessary or proper in the premises; or the Chief Executive
Officer or the President may himself attend any meeting of the holders of the
shares or other securities of any such other corporation and thereat vote or
exercise any or all other powers of the Corporation as the holder of such shares
or other securities of such other corporation.

                                   ARTICLE 13

                                   Amendments
                                   ----------

     Except as otherwise provided by the Certificate of Incorporation, (a) the
By-laws may be altered, amended, supplemented or repealed, or new By-laws




                                     - 16 -


<PAGE>






may be adopted, by vote of the holders of a majority of the shares entitled to
vote in the election of Directors, provided notice of the proposed amendment
shall have been contained in the notice of the meeting, and (b) the By-laws may
be altered, amended or new By-laws may be adopted, by the affirmative vote of a
majority of the Board. If any By-law regulating an impending election of
Directors is adopted, altered, amended, supplemented or repealed by the Board,
such By-law shall be set forth in the notice of the next meeting of Shareholders
for election of Directors, together with a concise statement of the changes
made.















































                                     - 17 -