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                          AMENDED AND RESTATED BY-LAWS

                                       of

                             EXE TECHNOLOGIES, INC.

                            (A Delaware Corporation)

                            -------------------------
                                    ARTICLE 1

                                   DEFINITIONS

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

           1.1  "Assistant Secretary" means an Assistant Secretary of the
Corporation.

           1.2  "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

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

           1.4  "By-laws" means the initial by-laws of the Corporation, as
amended from time to time.

           1.5  "Certificate of Incorporation" means the initial certificate
of incorporation of the Corporation, as amended, supplemented or restated
from time to time.

           1.6 "Chairman" means the Chairman of the Board of Directors of the
Corporation.

           1.7  "Corporation" means EXE Technologies, Inc.

           1.8  "Directors" means directors of the Corporation.

           1.9  "Entire Board" means all directors of the Corporation in
office, whether or not present at a meeting of the Board, but disregarding
vacancies.

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

           1.11 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

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           1.12 "President" means the President of the Corporation.

           1.13 "Secretary" means the Secretary of the Corporation.

           1.14 "Stockholders" means stockholders of the Corporation.

           1.15 "Treasurer" means the Treasurer of the Corporation.

           1.16 "Vice President" means a Vice President of the Corporation.

                                    ARTICLE 2

                                  STOCKHOLDERS

           2.1 PLACE OF MEETINGS. Every meeting of Stockholders 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 or in the waiver of notice thereof.

           2.2 ANNUAL MEETING. A meeting of Stockholders shall be held
annually for the election of Directors and the transaction of other business
at such hour and on such business day in May or June or as may be determined
by the Board and designated in the notice of meeting.

           2.3 DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of Stockholders for the election of Directors and the transaction of
other business is not held within the months specified in Section 2.2 hereof,
the Board shall call a meeting of Stockholders for the election of Directors
and the transaction of other business as soon thereafter as convenient.

           2.4 OTHER SPECIAL MEETINGS. A special meeting of Stockholders
(other than a special meeting for the election of Directors), unless
otherwise prescribed by statute, may be called at any time by the Board or by
the President or by the Secretary. At any special meeting of Stockholders
only such business may be transacted as is related to the purpose or purposes
of such meeting set forth in the notice thereof given pursuant to Section 2.6
hereof or in any waiver of notice thereof given pursuant to Section 2.7
hereof.

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           2.5 FIXING RECORD DATE. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of
Stockholders or any adjournment thereof, (ii) unless otherwise provided in
the Certificate of Incorporation, to express consent to corporate action in
writing without a meeting or (iii) 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 (b) any
other lawful action, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date was
adopted by the Board and which record date shall not be (x) in the case of
clause (a)(i) above, more than sixty nor less than ten days before the date
of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days
after the date upon which the resolution fixing the record date was adopted
by the Board and (z) in the case of clause (a)(iii) or (b) above, more than
sixty days prior to such action. If no such record date is fixed:

                      2.5.1 the record date for determining Stockholders
           entitled to notice of or to vote at a meeting of stockholders shall
           be at the close of business on the day next preceding the day on
           which notice is given, or, if notice is waived, at the close of
           business on the day next preceding the day on which the meeting is
           held;

                      2.5.2 the record date for determining stockholders
           entitled to express consent to corporate action in writing without a
           meeting (unless otherwise provided in the Certificate of
           Incorporation), when no prior action by the Board is required under
           the General Corporation Law, shall be the first day on which a signed
           written consent setting forth the action taken or proposed to be
           taken is delivered to the Corporation by delivery to its registered
           office in the State of Delaware, its principal place of business, or
           an officer or agent of the Corporation having custody of the book in
           which proceedings of meetings of stockholders are recorded; and when
           prior action by the Board is required under the General Corporation
           Law, the record date for determining stockholders entitled to consent
           to corporate action in writing without a meeting shall be

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           at the close of business on the date on which the Board adopts the
           resolution taking such prior action; and

                      2.5.3 the record date for determining stockholders for any
           purpose other than those specified in Sections 2.5.1 and 2.5.2 shall
           be at the close of business on the day on which the Board adopts the
           resolution relating thereto. When a determination of Stockholders
           entitled to notice of or to vote at any meeting of Stockholders has
           been made as provided in this Section 2.5, such determination shall
           apply to any adjournment thereof unless the Board fixes a new record
           date for the adjourned meeting. Delivery made to the Corporation's
           registered office in accordance with Section 2.5.2 shall be by hand
           or by certified or registered mail, return receipt requested.

           2.6 NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise
provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any
statute, the Certificate of Incorporation or these By-laws, Stockholders are
required or permitted to take any action at a meeting, written notice shall
be given stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by any statute, the Certificate of Incorporation or
these By-laws, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten nor more than sixty days before the date of the
meeting, to each Stockholder of the Corporation entitled to such notice 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 prepaid, directed to the
Stockholder at his or her address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of
the transfer agent of the Corporation that the notice required by this
Section 2.6 has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the

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adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally
called. If, however, the adjournment is for more than thirty 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.

           2.7 WAIVERS OF NOTICE. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing, signed by the Stockholder or Stockholders
entitled to said notice, whether before or after the event as to which such
notice is required, shall be deemed equivalent to notice. Attendance by a
Stockholder at a meeting shall constitute a waiver of notice of such meeting
except when the Stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Stockholders need be specified in any
written waiver of notice unless so required by statute, the Certificate of
Incorporation or these By-laws.

           2.8 LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten 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,
the Stockholder's agent, or attorney, at the Stockholder's expense, for any
purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
Stockholder who is present. The Corporation shall maintain the Stockholder

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list in written form or in another form capable of conversion into written
form within a reasonable time. Upon the willful neglect or refusal of the
Directors to produce such a list at any meeting for the election of
Directors, they shall be ineligible for election to any office at such
meeting. The stock ledger shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list of Stockholders
or the books of the Corporation, or to vote in person or by proxy at any
meeting of Stockholders.

           2.9 QUORUM OF STOCKHOLDERS; ADJOURNMENT. Except as otherwise
provided by any statute, the Certificate of Incorporation or these By-laws,
the holders of one-third of all outstanding shares of stock entitled to vote
at any meeting of Stockholders, present in person or represented by proxy,
shall constitute a quorum for the transaction of any business at such
meeting. When a quorum is once present to organize a meeting of Stockholders,
it is not broken by the subsequent withdrawal of any Stockholders. The
holders of a majority of the shares of stock present in person or represented
by proxy at any meeting of Stockholders, including an adjourned meeting,
whether or not a quorum is present, may adjourn such meeting to another time
and place. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; PROVIDED, HOWEVER, that the foregoing shall not limit the right of
the Corporation to vote stock, including but not limited to its own stock,
held by it in a fiduciary capacity.

           2.10 VOTING; PROXIES. Unless otherwise provided in the Certificate
of Incorporation, every Stockholder of record shall be entitled at every
meeting of Stockholders to one vote for each share of capital stock standing
in his or her name on the record of Stockholders determined in accordance
with Section 2.5 hereof. If the Certificate of Incorporation provides for
more or less than one vote for any share on any matter, each reference in the
By-laws or the General Corporation Law to a majority or other proportion of
stock shall refer to such majority or

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other proportion of the votes of such stock. The provisions of Sections 212
and 217 of the General Corporation Law shall apply in determining whether any
shares of capital stock may be voted and the persons, if any, entitled to
vote such shares; but the Corporation shall be protected in assuming that the
persons in whose names shares of capital stock stand on the stock ledger of
the Corporation are entitled to vote such shares. Holders of redeemable
shares of stock are not entitled to vote after the notice of redemption is
mailed to such holders and a sum sufficient to redeem the stocks has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender
of the shares of stock. At any meeting of Stockholders (at which a quorum was
present to organize the meeting), all matters, except as otherwise provided
by statute or by the Certificate of Incorporation or by these By-laws, shall
be decided 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
thereon, whether or not a quorum is present when the vote is taken. All
elections of Directors shall be by written ballot unless otherwise provided
in the Certificate of Incorporation. In voting on any other question on which
a vote by ballot is required by law or is demanded by any Stockholder
entitled to vote, the voting shall be by ballot. Each ballot shall be signed
by the Stockholder voting or the Stockholder's proxy and shall state the
number of shares voted. On all other questions, the voting may be VIVA VOCE.
Each Stockholder entitled to vote at a meeting of Stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such Stockholder by proxy. The
validity and enforceability of any proxy shall be determined in accordance
with Section 212 of the General Corporation Law. A Stockholder may revoke any
proxy that is not irrevocable by attending the meeting and voting in person
or by filing an instrument in writing revoking the proxy or by delivering a
proxy in accordance with applicable law bearing a later date to the Secretary.

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           2.11 VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF
STOCKHOLDERS. The Board, in advance of any meeting of Stockholders, may
appoint one or more inspectors to act at the meeting and make a written
report thereof. The Board may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed or is able to act at a meeting, the person
presiding at the meeting may appoint, and on the request of any Stockholder
entitled to vote thereat shall appoint, one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall (a) ascertain the number of shares outstanding
and the voting power of each, (b) determine the shares represented at the
meeting and the validity of proxies and ballots, (c) count all votes and
ballots, (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors,
and (e) certify their determination of the number of shares represented at
the meeting and their count of all votes and ballots. The inspectors may
appoint or retain other persons or entities to assist the inspectors in the
performance of their duties. Unless otherwise provided by the Board, the date
and time of the opening and the closing of the polls for each matter upon
which the Stockholders will vote at a meeting shall be determined by the
person presiding at the meeting and shall be announced at the meeting. No
ballot, proxies or votes, or any revocation thereof or change thereto, shall
be accepted by the inspectors after the closing of the polls unless the Court
of Chancery of the State of Delaware upon application by a Stockholder shall
determine otherwise.

           2.12 ORGANIZATION. At each meeting of Stockholders, the President,
or in the absence of the President, the Chairman, or if there is no Chairman
or if there be one and the Chairman is absent, a Vice President, and in case
more than one Vice President shall be present, that Vice President designated
by the Board (or in the absence of any such designation, the most senior Vice
President, based on age, present), shall act as chairman of the meeting. The

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Secretary, or in his or her 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 of capital stock present in person or represented by proxy
and entitled to vote at the meeting.

           2.13 ORDER OF BUSINESS. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present
may be changed by a majority of the votes cast at such meeting by the holders
of shares of capital stock present in person or represented by proxy and
entitled to vote at the meeting.

           2.14 NO ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by the stockholders of the Corporation shall be taken
only at an annual or special meeting of the stockholders, and specifically
shall not be taken upon the written consent of all or less than all of the
stockholders.

                                    ARTICLE 3

                                    DIRECTORS

           3.1 GENERAL POWERS. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board. The Board may adopt
such rules and regulations, not inconsistent with the Certificate of
Incorporation or these 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 these By-laws, the Board may
exercise all powers and perform all acts that are not required, by these
By-laws or the Certificate of Incorporation or by statute, to be exercised
and performed by the Stockholders.

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           3.2 NUMBER; QUALIFICATION; TERM OF OFFICE. The Board shall consist
of one or more members. The number of Directors shall be fixed initially by
the incorporator and may thereafter be changed from time to time by a vote of
the holders of majority of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors or by
action of the Board. Directors need not be stockholders. Each Director shall
hold office until a successor is elected and qualified or until the
Director's death, resignation or removal.

           3.3 ELECTION. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of
the votes cast at a meeting of stockholders by the holders of shares entitled
to vote in the election.

           3.4 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise
provided in the Certificate of Incorporation, newly created Directorships
resulting from an increase in the number of Directors and vacancies occurring
in the Board for any other reason may be filled only by a majority vote of
the remaining Directors then in office, though not less than a quorum, or by
a sole remaining Director, or may be elected by a plurality of the votes cast
by the holders of shares of capital stock entitled to vote in the election at
a special meeting of stockholders called for that purpose. A Director elected
to fill a vacancy shall be elected to hold office until a successor is
elected and qualified, or until the Director's earlier death, resignation or
removal.

           3.5 CLASSES OF DIRECTORS.

                      3.5.1 NUMBER OF CLASSES. The Board shall be divided into
           three classes as nearly equal in number as the then total number of
           Directors constituting the entire Board shall permit as determined by
           the Board, which classes shall be designated Class I, Class II and
           Class III.

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                      3.5.2 TERM. The Class I directors shall be elected to hold
           office for an initial term expiring at the 2001 annual meeting of the
           stockholders, the Class II directors shall be elected to hold office
           for an initial term expiring at the 2002 annual meeting of the
           stockholders and the Class III directors shall be elected to hold
           office for an initial term expiring at the 2003 annual meeting of the
           stockholders, with the members of each class of directors to hold
           office until their successors have been duly elected and qualified.
           At each annual meeting of stockholders, the successors to the class
           of directors whose term expires at that meeting shall be elected to
           hold office for a term expiring at the annual meeting of stockholders
           held in the third year following the year of their election and until
           their successors have been duly elected and qualified.
           Notwithstanding the foregoing, a Director whose term shall expire at
           any annual meeting shall continue to serve until such time as his
           successor shall have been duly elected and shall have qualified
           unless his position on the Board shall have been abolished by action
           taken to reduce the size of the Board prior to said meeting. No
           director or class of directors may be removed from office by a vote
           of the stockholders at any time except for cause as provided in
           Section 3.7 hereof.

                      3.5.3 INCREASE OR DECREASE IN NUMBER. Should the number of
           Directors of the Corporation be reduced, the directorship(s)
           eliminated shall be allocated among classes as appropriate so that
           the number of Directors in each class is as specified in Section
           3.5.1 hereof. The Board shall designate, by the name of the
           incumbent(s), the position(s) to be abolished. Notwithstanding the
           foregoing, no decrease in the number of Directors shall have the
           effect of shortening the term of any incumbent Director. Should the
           number of Directors of the Corporation be increased, the additional
           directorships shall be allocated among classes as appropriate so that
           the number of Directors in each class is as specified in
           Section 3.5.1.

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           3.6 RESIGNATION. Any Director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective.

           3.7 REMOVAL. No Director may be removed at any time unless for
cause and by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors, considered for this purpose as one
class, except as otherwise required by law.

           3.8 COMPENSATION. Each Director, in consideration of his or her
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 out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who shall
serve as a member of any committee of Directors in consideration of 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 out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 3.8 shall preclude any Director
from serving the Corporation or its subsidiaries in any other capacity and
receiving proper compensation therefor.

           3.9 TIMES AND PLACES OF MEETINGS. The Board may hold meetings,
both regular and special, either 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 a resolution of the
Board) in the notice of the meeting.

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           3.10 ANNUAL MEETINGS. On the day when and at the place where the
annual meeting of stockholders 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 may be held at any other time and place specified in a
notice given as provided in Section 3.12 hereof 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 at such places as shall from time to time be
determined by the Board.

           3.12 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President or the Secretary or by any two or more
Directors then serving on at least one day's notice to each Director given by
one of the means specified in Section 3.14 hereof other than by mail, or on
at least three days' notice if given by mail. Special meetings shall be
called by the Chairman, President or Secretary in like manner and on like
notice on the written request of any two or more of the Directors then
serving.

           3.13 TELEPHONE MEETINGS. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 3.13
shall constitute presence in person at such meeting.

           3.14 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. At
least one day's notice of any adjourned meeting of the Board shall be given
to each Director whether or not present at the time of the adjournment, if
such notice shall be given by one of the means specified in Section 3.15
hereof other than by mail, or at least three days' notice if by mail. Any
business may be transacted at an adjourned

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meeting that might have been transacted at the meeting as originally called.

           3.15 NOTICE PROCEDURE. Subject to Sections 3.12 and 3.18 hereof,
whenever, under the provisions of any statute, the Certificate of
Incorporation or these By-laws, notice is required to be given to any
Director, such notice shall be deemed given effectively if given in person or
by telephone, by mail addressed to such Director at such Director's address
as it appears on the records of the Corporation, with postage thereon
prepaid, or by telegram, telex, telecopy or similar means addressed as
aforesaid.

           3.16 WAIVER OF NOTICE. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice. Attendance by a person at a
meeting shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground
that the meeting has not been lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Directors or a committee of Directors need be specified in any
written waiver of notice unless so required by statute, the Certificate of
Incorporation or these By-laws.

           3.17 ORGANIZATION. At each meeting of the Board, the Chairman, or
in the absence of the Chairman, the President, or in the absence of the
President, a chairman chosen by a majority of the Directors present, 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 secretary at such meeting;
and in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to
act as secretary of the meeting.

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           3.18 QUORUM OF DIRECTORS. The presence in person of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.

           3.19 ACTION BY MAJORITY VOTE. Except as otherwise expressly
required by statute, the Certificate of Incorporation or these By-laws, the
act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board.

           3.20 ACTION WITHOUT MEETING. 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 or of any committee thereof
may be taken without a meeting if all Directors or members of such committee,
as the case may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or committee.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

           The Board may, by resolution passed by a vote of a majority of the
entire Board, designate one or more committees, each committee to consist of
one or more of the Directors of the Corporation. The Board may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of such committee. If a member
of a committee shall be absent from any meeting, or disqualified from voting
thereat, the remaining member or members present and not disqualified from
voting, whether or not such member or members constitute a quorum, may, by a
unanimous vote, appoint another member of the Board to act at the meeting in
the place of any such absent or disqualified member. Any such committee, to
the extent provided in the resolution of the Board passed as aforesaid, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize
the seal of the

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Corporation to be impressed on all papers that may require it, but no such
committee shall have the power or authority of the Board in reference to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation under Section 251 or Section 252 of the General Corporation
Law, recommending to the stockholders (a) the sale, lease or exchange of all
or substantially all of the Corporation's property and assets, or (b) a
dissolution of the Corporation or a revocation of a dissolution, or amending
the By-laws of the Corporation; and, unless the resolution designating it
expressly so provides, no such committee shall have the power and authority
to declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law. Unless otherwise specified in the resolution of the Board
designating a committee, at all meetings of such committee a majority of the
total number of members of the committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of the
committee present at any meeting at which there is a quorum shall be the act
of the committee. Each committee shall keep regular minutes of its meetings.
Unless the Board otherwise provides, each committee designated by the Board
may make, alter and repeal rules for the conduct of its business. In the
absence of such rules each committee shall conduct its business in the same
manner as the Board conducts its business pursuant to Article 3 of these
By-laws.

                                    ARTICLE 5

                                    OFFICERS

           5.1 POSITIONS. The officers of the Corporation shall be a
President, a Secretary, a Treasurer and such other officers as the Board may
appoint, including a Chairman, one or more Vice Presidents and one or more
Assistant Secretaries and Assistant Treasurers, who shall exercise such
powers and perform such duties as shall be determined from time to time by
the Board. The Board may designate one or more Vice Presidents as Executive
Vice Presidents and may use descriptive words or phrases to designate the
standing, seniority or areas of special competence of the Vice Presidents
elected or appointed by it. Any number of offices may be

                                       16
<PAGE>

held by the same person unless the Certificate of Incorporation or these
By-laws otherwise provide.

           5.2 APPOINTMENT. The officers of the Corporation shall be chosen
by the Board at its annual meeting or at such other time or times as the
Board shall determine.

           5.3 COMPENSATION. The compensation of all officers of the
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the
officer is also a Director.

           5.4 TERM OF OFFICE. Each officer of the Corporation shall hold
office for the term for which he or she is elected and until such officer's
successor is chosen and qualifies or until such officer's earlier death,
resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. 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. Any
officer elected or appointed by the Board may be removed at any time, with or
without cause, by vote of a majority of the entire Board. Any vacancy
occurring in any office of the Corporation shall be filled by the Board. The
removal of an officer without cause shall be without prejudice to the
officer's contract rights, if any. The election or appointment of an officer
shall not of itself create contract rights.

           5.5 FIDELITY BONDS. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

           5.6 CHAIRMAN. The Chairman, if one shall have been appointed,
shall preside at all meetings of the Board and shall exercise such powers and
perform such other duties as shall be determined from time to time by the
Board.

                                       17
<PAGE>

           5.7 PRESIDENT. The President shall be the Chief Executive Officer
of the Corporation and 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. The President shall preside at all
meetings of the Stockholders and at all meetings of the Board at which the
Chairman (if there be one) is not present. The President may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments except in cases in which the signing and execution thereof shall
be expressly delegated by the Board or by these By-laws to some other officer
or agent of the Corporation or shall be required by statute otherwise to be
signed or executed and, in general, the President shall perform all duties
incident to the office of President of a corporation and such other duties as
may from time to time be assigned to the President by the Board.

           5.8 VICE PRESIDENTS. At the request of the President, or, in the
President's 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, in so performing, shall have all the powers of,
and be subject to all restrictions upon, the President. Any Vice President
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the signing and
execution thereof shall be expressly delegated by the Board or by these
By-laws to some other officer or agent of the Corporation, or shall be
required by statute otherwise to be signed or executed, and each Vice
President shall perform such other duties as from time to time may be
assigned to such Vice President by the Board or by the President.

           5.9 SECRETARY. The Secretary shall attend all meetings of the
Board and of the Stockholders and shall record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all
special

                                       18
<PAGE>

meetings of the Board and of the stockholders and shall perform such other
duties as may be prescribed by the Board or by the President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to impress the same on any instrument
requiring it, and when so impressed the seal may be attested by the signature
of the Secretary or by the signature of such Assistant Secretary. The Board
may give general authority to any other officer to impress the seal of the
Corporation and to attest the same by such officer's signature. The Secretary
or an Assistant Secretary may also attest all instruments signed by the
President or any Vice President. The Secretary shall have charge of all the
books, records and papers of the Corporation relating to its organization and
management, shall see that the reports, statements and other documents
required by statute are properly kept and filed and, in general, shall
perform all duties incident to the office of Secretary of a corporation and
such other duties as may from time to time be assigned to the Secretary by
the Board or by the President.

           5.10 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 and valuable effects in the
name and to the credit of the Corporation in such depositaries as may be
designated by the Board; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the
Corporation signed in such manner as shall be determined by the Board and be
responsible for the accuracy of the amounts of all moneys so disbursed;
regularly enter or cause to be entered in books or other records maintained
for the purpose full and adequate account of all moneys received or paid for
the account of the Corporation; have the right to require from time to time
reports or statements giving such information as the Treasurer may desire
with respect to any and all financial transactions of the Corporation from
the officers or agents transacting the same; render to the President or the
Board, whenever the President or the Board shall require the Treasurer so to
do, an account of the

                                       19
<PAGE>

financial condition of the Corporation and of all financial transactions of
the Corporation; exhibit at all reasonable times the records and books of
account to any of the Directors upon application at the office of the
Corporation where such records and books are kept; disburse the funds of the
Corporation as ordered by the Board; and, in general, perform all duties
incident to the office of Treasurer of a corporation and such other duties as
may from time to time be assigned to the Treasurer by the Board or the
President.

           5.11 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.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

           6.1 EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these By-laws, may prospectively or retroactively authorize any
officer or officers, employee or employees or agent or agents, in the name
and on behalf of the Corporation, to enter into any contract or execute and
deliver any instrument, and any such authority may be general or confined to
specific instances, or otherwise limited.

           6.2 LOANS. The Board may prospectively or retroactively authorize
the President or any other officer, employee or agent of the Corporation to
effect loans and advances at any time for the Corporation from any bank,
trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances the person so authorized may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation, and, when authorized by the
Board 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.

                                       20
<PAGE>

           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 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 with
such banks, trust companies, investment banking firms, financial institutions
or other depositaries as the Board may select or as may be selected by an
officer, employee or agent of the Corporation to whom such power to select
may from time to time be delegated by the Board.

                                    ARTICLE 7

                               STOCK AND DIVIDENDS

           7.1 CERTIFICATES REPRESENTING SHARES. The shares of capital stock
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 Chairman, the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
impressed 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 registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
any certificate shall have ceased to be such officer, transfer agent or
registrar 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, transfer agent or registrar at
the date of issue.

                                       21
<PAGE>

           7.2 TRANSFER OF SHARES. Transfers of shares of capital stock of
the Corporation shall be made only on the books of the Corporation by the
holder thereof or by the 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 of capital stock properly endorsed for transfer and
upon payment of all necessary transfer taxes. Every certificate 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 of capital
stock shall 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 of capital stock
shall be valid as against the Corporation, its stockholders 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 of capital stock of the Corporation 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 or her 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

                                       22
<PAGE>

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 RULES AND REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

           7.6 RESTRICTION ON TRANSFER OF STOCK. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted
conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor
or transferee of the holder, including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person
or estate of the holder. Unless noted conspicuously on the certificate
representing such capital stock, a restriction, even though permitted by
Section 202 of the General Corporation Law, shall be ineffective except
against a person with actual knowledge of the restriction. A restriction on
the transfer or registration of transfer of capital stock of the Corporation
may be imposed either by the Certificate of Incorporation or by an agreement
among any number of stockholders or among such stockholders and the
Corporation. No restriction so imposed shall be binding with respect to
capital stock issued prior to the adoption of the restriction unless the
holders of such capital stock are parties to an agreement or voted in favor
of the restriction.

                                       23
<PAGE>

           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 of capital stock in such
           amounts and at such time or times as it, in its discretion, shall
           deem advisable giving due consideration to the condition of the
           affairs of the Corporation;

                      7.7.2 may use and apply, in its discretion, any of the
           surplus of the Corporation in purchasing or acquiring any shares of
           capital stock of the Corporation, or purchase warrants therefor, in
           accordance with law, or any of its bonds, debentures, notes, scrip or
           other securities or evidences of indebtedness; and

                      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 purpose it may
           think conducive to the best interests of the Corporation.

                                    ARTICLE 8

                                 INDEMNIFICATION

           8.1 INDEMNITY UNDERTAKING. To the extent not prohibited by law,
the Corporation shall indemnify any Director or officer who is or was made,
or threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding (a "Proceeding"), whether civil, criminal,
administrative or investigative, including, without limitation, an action by
or in the right of the Corporation to procure a judgment in its favor, by
reason of the fact that such Director or officer, or a person of whom such
Director or officer is the legal representative, is or was a Director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity

                                       24
<PAGE>

with comparable authority or responsibilities for any partnership, joint
venture, trust, employee benefit plan or other enterprise (an "Other
Entity"), against judgments, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' fees,
disbursements and other charges). Persons who are not directors or officers
of the Corporation may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board at any time specifies that such persons are entitled to the
benefits of this Article 8.

           8.2 ADVANCEMENT OF EXPENSES. The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person
entitled to indemnification hereunder the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding;
PROVIDED, HOWEVER, that, if required by the General Corporation Law, such
expenses incurred by or on behalf of any Director or officer or other person
may be paid in advance of the final disposition of a Proceeding only upon
receipt by the Corporation of an undertaking, by or on behalf of such
Director or officer (or other person indemnified hereunder), to repay any
such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
Director, officer or other person is not entitled to be indemnified for such
expenses.

           8.3 RIGHTS NOT EXCLUSIVE. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses
may have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office.

                                       25
<PAGE>

           8.4 CONTINUATION OF BENEFITS. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director
or officer (or other person indemnified hereunder) and shall inure to the
benefit of the heirs, executors and administrators of such person.

           8.5 INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or
officer of an Other Entity, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article 8, the Certificate of Incorporation or under Section 145 of the
General Corporation Law or any other provision of law.

           8.6 PROCEDURAL RIGHTS. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part,

                                       26
<PAGE>

in any such proceeding.

           8.7 SERVICE DEEMED AT CORPORATION'S REQUEST. Any Director or
officer of the Corporation serving in any capacity (a) another corporation of
which a majority of the shares entitled to vote in the election of its
directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any corporation referred to in
clause (a) shall be deemed to be doing so at the request of the Corporation.

           8.8 ELECTION OF APPLICABLE LAW. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of
right pursuant to this Article 8 may elect to have the right to
indemnification or reimbursement or advancement of expenses interpreted on
the basis of the applicable law in effect at the time of the occurrence of
the event or events giving rise to the applicable Proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
such indemnification or reimbursement or advancement of expenses is sought.
Such election shall be made, by a notice in writing to the Corporation, at
the time indemnification or reimbursement or advancement of expenses is
sought; PROVIDED, HOWEVER, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be
determined by the law in effect at the time indemnification or reimbursement
or advancement of expenses is sought.

                                    ARTICLE 9

                                BOOKS AND RECORDS

           9.1 BOOKS AND RECORDS. There shall be kept at the principal office
of the Corporation correct and complete records and books of account
recording the financial transactions of the Corporation and minutes of the
proceedings of the stockholders, the Board and any committee of the Board.
The Corporation shall keep at its principal office, or at the office of the
transfer agent or registrar of the Corporation, a record containing the names
and addresses of all stockholders, the number and class of shares held by
each and the dates when they

                                       27
<PAGE>

respectively became the owners of record thereof.

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

           9.3 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
stockholders for inspection.

                                   ARTICLE 10

                                      SEAL

           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 otherwise reproduced.

                                   ARTICLE 11

                                   FISCAL YEAR

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



                                       28
<PAGE>

                                   ARTICLE 12

                              PROXIES AND CONSENTS

           Unless otherwise directed by the Board, the Chairman, the
President, any Vice President, the Secretary or the Treasurer, or any one of
them, may execute and deliver on behalf of the Corporation proxies respecting
any and all shares or other ownership interests of any Other Entity owned by
the Corporation appointing such person or persons as the officer executing
the same shall deem proper to represent and vote the shares or other
ownership interests so owned at any and all meetings of holders of shares or
other ownership interests, whether general or special, and/or to execute and
deliver consents respecting such shares or other ownership interests; or any
of the aforesaid officers may attend any meeting of the holders of shares or
other ownership interests of such Other Entity and thereat vote or exercise
any or all other powers of the Corporation as the holder of such shares or
other ownership interests.

                                   ARTICLE 13

                                EMERGENCY BY-LAWS

           Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 13 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:

           13.1 NOTICE TO BOARD MEMBERS. Any one member of the Board or any one
of the following officers: Chairman, President, any Vice President, Secretary,
or Treasurer, may call a meeting of the Board. Notice of such meeting need be
given only to those Directors whom it is practicable to reach, and may be given
in any practical manner, including by publication and radio. Such notice shall
be given at least six hours prior to commencement of the meeting.

                                       29
<PAGE>

           13.2 TEMPORARY DIRECTORS AND QUORUM. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to
achieve a quorum, shall be considered to be Directors for the meeting, and
shall so serve in order of rank, and within the same rank, in order of
seniority. In the event that less than a quorum of the Directors are present
(including any officers who are to serve as Directors for the meeting), those
Directors present (including the officers serving as Directors) shall
constitute a quorum.

           13.3 ACTIONS PERMITTED TO BE TAKEN. The Board as constituted in
Section 13.2, and after notice as set forth in Section 13.1 may:

                13.3.1     prescribe emergency powers to any officer of the
           Corporation;

                13.3.2     delegate to any officer or Director, any of the
           powers of the Board;

                13.3.3     designate lines of succession of officers and
           agents, in the event that any of them are unable to discharge their
           duties;

                13.3.4     relocate the principal place of business, or
           designate successive or simultaneous principal places of business;
           and

                13.3.5     take any other convenient, helpful or necessary
           action to carry on the business of the Corporation.

                                   ARTICLE 14

                                   AMENDMENTS

           The Board may from time to time adopt, amend or repeal the By-laws
of the Corporation; PROVIDED, HOWEVER, that any by-laws adopted or amended by
the Board may be amended or repealed, and any by-laws may be adopted, by the
stockholders of the Corporation, by a vote of a majority of the holders of
shares of stock of the Corporation entitled to vote in the election of the
directors of the Corporation.

                                       30