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                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                                 MICROTEST, INC.


                                   ARTICLE I

                                     OFFICES

1.       Registered Office.

         The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.

2.       Other Offices.

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

                                   ARTICLE II

                                  STOCKHOLDERS

1.       Annual Meeting.

         The annual meeting of the stockholders shall be held at such place,
time and date as the Board of Director shall determine, for the purpose of
electing Directors and for the transaction of such other business as may
properly come before the meeting. If the election of Directors is not held on
the day designated for any annual meeting of the stockholders, or any
adjournment thereof, the Directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as convenient.

2.       Special Meetings.


         Special meetings of the stockholders may be called for any purpose or
purposes at any time by the Board of Directors, Chairman of the Board or the
President, and shall be called by the Chairman of the Board or the President at
the request of a majority of the Board of Directors, or otherwise as provided by
the Delaware General Corporation Law and these Bylaws. Such request shall state
the purpose or purposes of the proposed meeting.

3.       Place of Meetings.

         Annual and special meetings of the stockholders shall be held at the
principal office of the Corporation, unless otherwise specified in the notice
calling any such meeting, or in the event of a waiver of notice of such meeting,
in such waiver of notice.
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4.       Notice of Meeting.

         Written notice 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, shall be delivered to each stockholder of record entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Notice may be delivered either personally or by first
class, certified or registered mail, by an officer of the Corporation at the
direction of the person or persons calling the meeting. If mailed, notice shall
be deemed to be delivered when mailed to the stockholders at his or her address
as it appears on the stock transfer books of the Corporation. Notice need not be
given of an adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, provided that such adjournment is for
less than thirty (30) days and further provided that a new record date is not
fixed for the adjourned meeting, in either of which events, written notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at such meeting. At any adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally noticed. A written
waiver of notice, whether given before or after the meeting to which it relates,
shall be equivalent to the giving of notice of such meeting to the stockholder
or stockholders signing such waiver. Attendance of a stockholder at a meeting
shall constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

5.       Fixing Date for Determination of Stockholders Record.

         In order that the Corporation may determine the stockholders entitled
to notice of and to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any other change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix in advance a record date, which shall not be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting or such
action, as the case may be. If the Board has not fixed a record date for
determining the stockholders entitled to notice of and to vote at a meeting of
stockholders, the record date shall be at 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. If
the Board has not fixed a record date for determining the stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board is necessary, the record date shall be the day on
which the first written consent is expressed by any stockholder. If the Board
has not fixed a record date for determining stockholders for any other purpose,
the record date shall be at the close of business on the day on which the Board
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.

6.       Record of Stockholders.

         The Secretary or other officer having charge of the stock transfer
books of the Corporation shall make, or cause to be made, at least ten (10) days
before every meeting of


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stockholders, a complete record of the stockholders entitled to vote at a
meeting of stockholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
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.

7.       Stockholder Quorum and Voting Requirements.

                  Unless otherwise provided in the Certificate or these Bylaws
         or required by law,

                  (a)      a majority of the shares entitled to vote, present in
                           person or represented by proxy, shall constitute a
                           quorum at a meeting of stockholders;

                  (b)      in all matters other than the election of directors,
                           the affirmative vote of the majority of shares voting
                           for or against the subject matter shall be the act of
                           the stockholders;

                  (c)      directors shall be elected by a plurality of the
                           votes cast at the meeting; and

                  (d)      where a separate vote by a class or classes is
                           required, a majority of the outstanding shares of
                           such class or classes, present in person or
                           represented by proxy, shall constitute a quorum
                           entitled to take action with respect to that vote on
                           that matter and the affirmative vote of the majority
                           of shares of such class or classes voting for or
                           against the subject matter shall be the act of such
                           class.

8.       Voting of Shares of Stock.

                  Each stockholder shall be entitled to one vote or
         corresponding fraction thereof for each share of stock or fraction
         thereof standing in his, her or its name on the books of the
         Corporation on the record date. A stockholder may vote either in person
         or by proxy executed in writing by the stockholder or by his, her or
         its duly authorized attorney in fact, but no such proxy shall be voted
         or acted upon after three (3) years from the date of its execution
         unless the proxy provides for a longer period. 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 counted for quorum purposes;
         provided, however, that the foregoing shall not limit the right of any
         corporation to vote stock, including but not limited to its own stock,
         when held by it in a fiduciary capacity. Shares of stock standing in
         the name of another corporation may be voted by such officer, agent or
         proxy as the bylaws of such other corporation may prescribe or, in the


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         absence of such provision, as the board of directors of such other
         corporation may determine. Unless demanded by a stockholder present in
         person or by proxy at any meeting of the stockholders and entitled to
         vote thereat, or unless so directed by the chairman of the meeting, the
         vote thereat on any question need not be by ballot. If such demand or
         direction is made, a vote by ballot shall be taken, and each ballot
         shall be signed by the stockholder voting, or by his or her proxy, and
         shall state the number of shares voted.

9.       Organization.

         At each meeting of the stockholders, the Chairman of the Board, or, if
he or she is absent therefrom, the President, or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by stockholders holding a majority of the shares present in person or by proxy
and entitled to vote thereat, or, if all the officers of the Corporation are
absent therefrom, a stockholder of record so chosen, shall act as chairman of
the meeting and preside thereat. The Secretary, or, if he or she is absent from
the meeting or is required pursuant to the provisions of this Section 9 to act
as chairman of such meeting, the person (who shall be an Assistant Secretary, if
any and if present) whom the chairman of the meeting shall appoint shall act as
secretary of the meeting and keep the minutes thereof.

10.      Order of Business.

         The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting, but the order of business may be
changed by the vote of stockholders holding a majority of the shares present in
person or by proxy at such meeting and entitled to vote thereat.

11.      Voting.

         At all meetings of stockholders, each stockholder entitled to vote
thereat shall have the right to vote, in person or by proxy, and shall have, for
each share of stock registered in his, her or its name, the number of votes
provided by the Certificate of Incorporation in respect of stock of such class.
Stockholders shall not have cumulative voting rights with respect to the
election of Directors.

12.      Action By Stockholders Without a Meeting.

         Any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting, without notice and without a vote,
if a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the number of votes that would
have been necessary to authorize such action at a meeting at which all shares
entitled to vote were present and voted. Prompt notice of the taking of any such
action shall be given to any such stockholders entitled to vote who have not so
consented in writing.


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                                  ARTICLE III

                               BOARD OF DIRECTORS

1.       General Powers.

         The business and affairs of the corporation shall be managed by the
board of directors.

2.       Number, Term of Office and Qualifications.

         Subject to the requirements of the Delaware general corporation law and
the certificate of incorporation, the board of directors may from time to time
determine the number of directors. Until the board shall otherwise determine,
the number of directors shall be that number comprising the initial board as set
forth in the certificate of incorporation. Each director shall hold office until
his or her successor is duly elected or until his or her earlier death or
resignation or removal in the manner hereinafter provided. Directors need not be
stockholders.

3.       Classification of Board.

         From and after the 1993 annual meeting of stockholders, the board of
directors shall be divided into three classes, in respect to term of office,
each class to contain as nearly as may be one third (1/3) of the whole number of
the board. Of the board of directors elected at the first annual meeting of the
stockholders, the members of the first class shall serve until the annual
meeting of stockholders held in 1996; the members of the second class shall
serve until the annual meeting of stockholders held in 1995; and the members of
the third class shall serve until the annual meeting of stockholders held in
1994.

         At each annual meeting after the 1993 annual meeting, the stockholders
shall elect, by a plurality of the votes cast, one class of directors to serve
until the annual meeting of stockholders held three (3) years next following;
provided, however, that in each case directors shall continue to serve until
their successors shall be elected and shall qualify.

4.       Place of Meeting.

         The board of directors may hold its meetings at such place or places as
it may from time to time by resolution determine or as shall be designated in
any notices or waivers of notice thereof. Any such meeting, whether regular or
special, may be held by 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 in such manner shall constitute presence in
person at such meeting.

5.       Annual Meetings.

         As soon as practicable after each annual election of Directors and on
the same day, the Board of Directors shall meet for the purpose of organization
and the transaction of other business at the place where regular meetings of the
Board of Directors are held, and no notice of such meeting shall be necessary in
order to legally hold the meeting, provided that a quorum is present. If such
meeting is not held as provided above, the meeting may be held at such time and


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place as shall be specified in a notice given as hereinafter provided for a
special meeting of the Board of Directors, or in the event of waiver of notice
as specified in the written waiver of notice.

6.       Regular Meetings.

         Regular meetings of the Board of Directors may be held without notice
at such times as the Board of Directors shall from time to time by resolution
determine.

7.       Special Meetings; Notice.

         Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board or a majority of the Directors at the time
in office. Notice shall be given, in the manner hereinafter provided, of each
such special meeting, which notice shall state the time and place of such
meeting, but need not state the purposes thereof. Except as otherwise provided
herein, notice of each such meeting shall be mailed to each Director, addressed
to him or her at his or her residence or usual place of business, at least two
(2) days before the day on which such meeting is to be held, or shall be sent
addressed to him or her at such place by telegraph, cable, wireless or other
form of recorded communication or delivered personally or by telephone not later
than the day before the day on which such meeting is to be held. A written
waiver of notice, whether given before or after the meeting to which it relates,
shall be equivalent to the giving of notice of such meeting to the Director or
Directors signing such waiver. Attendance of a Director at a special meeting of
the Board of Directors shall constitute a waiver of notice of such meeting,
except when he or she attends the meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.

8.       Quorum and Manner of Acting.

         A majority of the whole Board of Directors shall be present in person
at any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise specified in
these Bylaws, and except also as otherwise expressly provided by the Delaware
General Corporation Law, the vote of a majority of the Directors present at any
such meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum from any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time to another
time or place, without notice other than announcement at the meeting, until a
quorum shall be present thereat. The Directors shall act only as a Board and the
individual Directors shall have no power as such.

9.       Organization.

         At each meeting of the Board of Directors, the Chairman of the Board of
Directors, or, if he or she is absent therefrom, the President, or if he or she
is absent therefrom, a Director chosen by a majority of the Directors present
thereat, shall act as chairman of such meeting and preside thereat. The
Secretary, or if he or she is absent, the person (who shall be an Assistant
Secretary, if any and if present) whom the chairman of such meeting shall
appoint, shall act as Secretary of such meeting and keep the minutes thereof.


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10.      Action by Directors Without a Meeting.

         Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
all Directors and such consent is filed with the minutes of the proceedings of
the Board of Directors.

11.      Resignations.

         Any Director may resign at any time by giving written notice of his or
her resignation to the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its receipt by the
Chairman of the Board, the President or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

12.      Removal of Directors.

         Directors may be removed as provided from time to time by the
Certificate of Incorporation and by the Delaware General Corporation Law as then
in effect.

13.      Vacancies.

         Vacancies and newly created directorships resulting from any increase
in the authorized number of Directors elected by all of the stockholders having
the right to vote as a single cl ass may be filled by a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
Director. If at any time, by reason of death or resignation or other cause, the
Corporation has no Directors in office, then any officer or any stockholder or
an executor, administrator, trustee or guardian of a stockholder, may call a
special meeting of stockholders for the purpose of filling vacancies in the
Board of Directors. If one or more Directors shall resign from the Board of
Directors, effective at a future date, a majority of the Directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director so chosen shall hold
office as provided in this section in the filling of other vacancies.

14.      Compensation.

         Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no Director shall receive any compensation for his or her services
as a Director. The Board of Directors may at any time and from time to time by
resolution provide that the Directors shall be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as Director. In
addition, the Board of Directors may at any time and from time to time by
resolution provide that Directors shall be paid their actual expenses, if any,
of attendance at each meeting of the Board of Directors. Nothing in this section
shall be construed as precluding any Director from serving the Corporation in
any other capacity and receiving compensation therefor, but the Board of
Directors may by resolution provide that any Director receiving compensation for
his or her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a Director.


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                                   ARTICLE IV

                                    OFFICERS

1.       Number.

         The Corporation shall have the following officers: a Chairman of the
Board (who shall be a Director), a President, a Vice President, a Secretary and
a Treasurer. At the discretion of the Board of Directors, the Corporation may
also have additional Vice Presidents, one or more Assistant Vice Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers. Any two or
more offices may be held by the same person.

2.       Election and Term of Office.

         The officers of the Corporation shall be elected annually by the Board
of Directors. Each such officer shall hold office until his or her successor is
duly elected or until his or her earlier death or resignation or removal in the
manner hereinafter provided.

3.       Agents.

         In addition to the officers mentioned in Section 1 of this Article IV,
the Board of Directors may appoint such agents as the Board of Directors may
deem necessary or advisable, each of which agents shall have such authority and
perform such duties as are provided in these Bylaws or as the Board of Directors
may from time to time determine. The Board of Directors may delegate to any
officer or to any committee the power to appoint or remove any such agents.

4.       Removal.

         Any officer may be removed, with or without cause, at any time by
resolution adopted by a majority of the whole Board of Directors.

5.       Resignations.

         Any officer may resign at any time by giving written notice of his or
her resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the times
specified therein, or, if the time when it shall become effective is not
specified therein, it shall take effect immediately upon its receipt by the
Board of Directors, the Chairman of the Board, the President or the Secretary;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

6.       Vacancies.

         A vacancy in any office due to death, resignation, removal,
disqualification or any other cause may be filled for the unexpired portion of
the term thereof by the Board of Directors.


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7.       Chairman of the Board and President.

         The Chairman of the Board shall be the chief executive officer of the
Corporation. The President shall be the chief operating officer of the
Corporation. Except as otherwise provided for in these Bylaws, the Chairman of
the Board, or in his or her absence, the President, shall preside at all
meetings of the stockholders and directors. Both shall have general and active
management of the business of the Corporation and shall carry into effect all
directions and resolutions of the Board of Directors.

         Either may execute all bonds, notes, debentures, mortgages and other
contracts requiring a seal, under the seal of the Corporation, and may cause the
seal to be affixed thereto, and all other instruments for and in the name of the
Corporation, except that the President shall execute such instruments if, such
instruments are required by law to be executed only by the President.

         Either, when authorized to do so by the Board of Directors, may execute
powers of attorney from, for, and in the name of the Corporation, to such proper
person or persons as he or she may deem fit, in order that the business of the
Corporation may be furthered or action taken as may be deemed by him or her
necessary or advisable in furtherance of the interests of the Corporation.

         Either, except as may be otherwise directed by the Board of Directors,
shall attend meetings of stockholders of other corporations to represent this
Corporation thereat and to vote or take action with respect to the shares of any
such corporation owned by this Corporation in such manner as he or she shall
deem to be for the interest of the Corporation or as may be directed by the
Board.

         The Chairman of the Board and, in his or her absence, the President,
shall, unless the Board of Directors otherwise provides, be ex officio a member
of all standing committees. Each of said officers shall have such general
executive powers and duties of supervision and management as are usually vested
in the office of a managing executive of a corporation, provided that the
President shall report to and follow the directives of the Chairman of the
Board.

         Each shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors, and the Board may from time to time divide the responsibilities,
duties, and authority between them to such extent as it may deem advisable.

         Notwithstanding anything to the contrary hereinabove stated, the
Chairman of the Board shall not be authorized to do any act required or
permitted by Delaware Law to be done by the President of the Corporation until
his or her designation as chief executive officer has been filed in writing with
the Secretary of State of the State of Delaware and such notice attested to by
the Secretary of the Corporation.

8.       Vice President.

         The Vice President and any additional Vice Presidents shall have such
powers and perform such duties as the Chairman of the Board, the President or
the Board of Directors may from time to time prescribe and shall perform such
other duties as may be prescribed by these


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Bylaws. At the request of the President, or in case of his or her absence or
inability to act, the Vice President shall perform the duties of the President
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the President.

9.       Secretary.

         The Secretary shall: (a) record all the proceedings of the meetings of
the stockholders, the Board of Directors and the Executive Committee, if any, in
one or more books kept for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
the custodian of all contracts, deeds, documents, all other indicia of title to
properties owned by the Corporation and of its other corporate records (except
accounting records) and of the corporate seal, if any, and affix such seal to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) sign, with the Chairman of the Board, the President, the
Executive Vice President or a Vice President, certificates for stock of the
Corporation; (e) have charge, directly or through the transfer clerk or transfer
clerks, transfer agent or transfer agents and registrar or registrars appointed
as provided in these Bylaws, of the issue, transfer and registration of
certificates for stock of the Corporation and of the records thereof, such
records to be kept in such manner as to show at any time the amount of the stock
of the Corporation issued and outstanding, the manner in which and the time when
such stock was paid for, the names, alphabetically arranged, and the addresses
of the holders of record thereof, the number of shares held by each, and the
time when each became a holder of record; (f) upon request, exhibit or cause to
be exhibited at all reasonable times to any Director such records of the issue,
transfer and registration of the certificates for stock of the Corporation; (g)
see that the books, reports, statements, certificates and all other documents
and records required by law are properly kept and filed; and (h) see that the
duties prescribed by Section 6 of Article II of these Bylaws are performed. In
general, the Secretary shall perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the Chairman of the Board, the President or the Board of Directors.

10.      Treasurer.

         If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his or her duties in such sum and with such surety
or sureties as the Board of Directors shall determine. The Treasurer shall: (a)
have charge and custody of, and be responsible for, all funds, securities, notes
and valuable effects of the Corporation; (b) receive and give receipt for moneys
due and payable to the Corporation from any sources whatsoever; (c) deposit all
such moneys to the credit of the Corporation or otherwise as the Board of
Directors, the Chairman of the Board or the President shall direct in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; (d) cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed as
provided in Article VI of these Bylaws; (e) be responsible for the accuracy of
the amounts of, and cause to be preserved proper vouchers for, all moneys so
disbursed; (f) have the right to require from time to time reports or statements
giving such information as he or she may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; (g) render to the Chairman of the Board, the President or
the Board, whenever they, respectively, shall request him or her so to do, an
account of the financial condition of the Corporation and of all his or her
transactions as Treasurer; and (h)


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upon request, exhibit or cause to be exhibited at all reasonable times the cash
books and other records to the Chairman of the Board, the President or any of
the Directors of the Corporation. In general, the Treasurer shall perform all
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Chairman of the Board, the President
or the Board of Directors.

11.      Assistant Officers.

         Any persons elected as assistant officers shall assist in the
performance of the duties of the designated office and such other duties as
shall be assigned to them by any Vice President, the Secretary or the Treasurer,
as the case may be, or by the Board of Directors, the Chairman of the Board, or
the President.

                                   ARTICLE V

                                   COMMITTEES

1.       Executive Committee; How Constituted and Powers.

         The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, may designate one or more of the Directors then in
office, who shall include the Chairman of the Board, to constitute an Executive
Committee, which shall have and may exercise between meetings of the Board of
Directors all the delegable powers of the Board of Directors to the extent not
expressly prohibited by the Delaware General Corporation Law or by resolution of
the Board of Directors. The Board may designate one or more Directors as
alternate members of the Committee who may replace any absent or disqualified
member at any meeting of the Committee. Each member of the Executive Committee
shall continue to be a member thereof only during the pleasure of a majority of
the whole Board of Directors.

2.       Executive Committee; Organization.

         The Chairman of the Board shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as secretary thereof. In case of
the absence from any meeting of the Chairman of the Board or the Secretary, the
Committee may appoint a chairman or secretary, as the case may be, of the
meeting.

3.       Executive Committee; Meetings.

         Regular meetings of the Executive Committee may be held without notice
on such days and at such places as shall be fixed by resolution adopted by a
majority of the Committee and communicated to all its members. Special meetings
of the Committee shall be held whenever called by the Chairman of the Board or a
majority of the members thereof then in office. Notice of each special meeting
of the Committee shall be given in the manner provided in Section 6 of Article
III of these Bylaws for special meetings of the Board of Directors. Notice of
any such meeting of the Executive Committee, however, need not be given to any
member of the Committee if waived by him or her in writing or by telegraph,
cable, wireless or other form of recorded communication either before or after
the meeting, or if he or she is present at such meetings, except when he or she
attends for the express purpose of objecting to the transaction of


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any business because the meeting is not lawfully called or convened. Subject to
the provisions of this Article V, the Committee, by resolution adopted by a
majority of the whole Committee, shall fix its own rules of procedure and it
shall keep a record of its proceedings and report them to the board at the next
regular meeting thereof after such proceedings have been taken. All such
proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that third parties shall not be prejudiced by any
such revision or alteration.

4.       Executive Committee; Quorum and Manner of Acting.

         A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and, except as specified in Section 3 of this Article
V, the act of a majority of those present at a meeting thereof at which a quorum
is present shall be the act of the Committee. The members of the Committee shall
act only as a committee, and the individual members shall have no power as such.

5.       Other Committees.

         The Board of Directors, by resolution adopted by a majority of the
whole Board, may constitute other committees, which shall in each case consist
of one or more of the Directors and, at the discretion of the Board of
Directors, such officers who are not Directors. The Board of Directors may
designate one or more Directors or officers who are not Directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Each such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
respective resolutions appointing them; provided, however, that (a) unless all
of the members of any committee shall be Directors, such committee shall not
have authority to exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and (b) if any
committee shall have the power to determine the amounts of the respective fixed
salaries of the officers of the Corporation or any of them, such committee shall
consist of not less than three (3) members and none of its members shall have
any vote in the determination of the amount that shall be paid to him or her as
a fixed salary. A majority of all the members of any such committee may fix its
rules of procedure, determine its action and fix the time and place of its
meetings and specify what notice thereof, if any, shall be given, unless the
Board of Directors shall otherwise by resolution provide.

6.       Resignations.

         Any member of the Executive Committee or any other committee may resign
therefrom at any time by giving written notice of his or her resignation to the
Chairman of the Board, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or if the time when it shall
become effective is not specified therein, it shall take effect immediately upon
its receipt by the Chairman of the Board, the President or the Secretary; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.


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<PAGE>   13
7.       Vacancies.

         Any vacancy in the Executive Committee or any other committee shall be
filled by the vote of a majority of the whole Board of Directors.

8.       Compensation.

         Unless otherwise expressly provided by resolution adopted by the Board
of Directors, no member of the Executive Committee or any other committee shall
receive any compensation for his or her services as a committee member. The
Board of Directors may at any time and from time to time by resolution provide
that committee members shall be paid a fixed sum for attendance at each
committee meeting or a stated salary as a committee member. In addition, the
Board of Directors may at any time and from time to time by resolution provide
that such committee members shall be paid their actual expenses, if any, of
attendance at each committee meeting. Nothing in this section shall be construed
as precluding any committee member from serving the Corporation in any other
capacity and receiving compensation therefor, but the Board of Directors may by
resolution provide that any committee member receiving compensation for his or
her services to the Corporation in any other capacity shall not receive
additional compensation for his or her services as a committee member.

9.       Dissolution of Committees; Removal of Committee Members.

         The Board of Directors, by resolution adopted by a majority of the
whole Board, may, with or without cause, dissolve the Executive Committee or any
other committee, and, with or without cause, remove any member thereof.

                                   ARTICLE VI

                                  MISCELLANEOUS

1.       Execution of Contracts.

         Except as otherwise required by law or by these Bylaws, any contract or
other instrument may be executed and delivered in the name of the Corporation
and on its behalf by the Chairman of the Board, the President, or any Vice
President. In addition, the Board of Directors may authorize any other officer
of officers or agent or agents to execute and deliver any contract or other
instrument in the name of the Corporation and on its behalf, and such authority
may be general or confined to specific instances as the Board of Directors may
by resolution determine.

2.       Attestation.

         Any Vice President, the Secretary, or any Assistant Secretary may
attest the execution of any instrument or document by the Chairman of the Board,
the President, or any other duly authorized officer or agent of the Corporation
and may affix the corporate seal, if any, in witness thereof, but neither such
attestation nor the affixing of a corporate seal shall be requisite to the
validity of any such document or instrument.


                                       13
<PAGE>   14
3.       Checks, Drafts.

         All checks, drafts, orders for the payment of money, bills of lading,
warehouse receipts, obligations, bills of exchange and insurance certificates
shall be signed or endorsed (except endorsements for collection for the account
of the Corporation or for deposit to its credit, which shall be governed by the
provisions of Section 5 of this Article VI) by such officer or officers or agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

4.       Deposits.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board of
Directors, the Chairman of the Board of Directors, or the President shall direct
in general or special accounts at such banks, trust companies, savings and loan
associations, or other depositories as the Board of Directors may select or as
may be selected by any officer or officers or agent or agents of the Corporation
to whom power in that respect has been delegated by the Board of Directors. For
the purpose of deposit and for the purpose of collection for the account of the
Corporation, checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation may be endorsed, assigned and delivered
by any officer or agent of the Corporation. The Board of Directors may make such
special rules and regulations with respect to such accounts, not inconsistent
with the provisions of these Bylaws, as it may deem expedient.

5.       Proxies in Respect of Stock or Other Securities of Other Corporations.

         Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman of the Board of Directors, the President, or any Vice
President may exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation, including without limitation the right to
vote or consent with respect to such stock or other securities.

6.       Fiscal Year.

         The fiscal year of the Corporation shall correspond with the calendar
year.

                                  ARTICLE VII

                                      STOCK

1.       Certificates.

         Every holder of stock in the Corporation shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board of Directors, the President, or a Vice President and by the Secretary or
an Assistant Secretary. The signatures of such officers upon such certificate
may be facsimiles if the certificate is manually signed by a transfer agent or
registered by a registrar, other than the Corporation itself or one of its
employees. If any officer who has signed or whose facsimile signature has been
placed upon a certificate has ceased for any reason to be such officer prior to
issuance of the certificate, the certificate may be issued


                                       14
<PAGE>   15
with the same effect as if that. person were such officer at the date of issue.
All certificates for stock of the Corporation shall be consecutively numbered,
shall state the number of shares represented thereby and shall otherwise be in
such form as shall be determined by the Board of Directors, subject to such
requirements as are imposed by the Delaware General Corporation Law. The names
and addresses of the persons to whom the shares represented by certificates are
issued shall be entered on the stock transfer books of the Corporation, together
with the number of shares and the date of issue, and in the case of
cancellation, the date of cancellation. Certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificate shall be
issued in exchange for such shares until the original certificate has been
canceled; except that in the case of a lost, stolen, destroyed or mutilated
certificate, a new certificate may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.

2.       Transfer of Stock.

         Transfers of shares of stock of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record thereof or
by his or her legal representative or attorney in fact, who shall furnish proper
evidence of authority to transfer to the Secretary, or a transfer clerk or a
transfer agent, and upon surrender of the certificate or certificates for such
shares properly endorsed and payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation.

3.       Regulations.

         The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for stock of the Corporation. The
Board of Directors may appoint, or authorize any officer or officers or any
committee to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

                                  ARTICLE VIII

                                    DIVIDENDS

         The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided in the Delaware General Corporation
Law.

                                   ARTICLE IX

                                      SEAL

         A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Corporation. Nevertheless, if in any
instance a corporate seal is used, the same shall be in the form of a circle and
shall bear the full name of the Corporation and the year and state of
incorporation, or words and figures of similar import.


                                       15
<PAGE>   16
                                   ARTICLE X

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

1.       General.

         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

2.       Derivative Actions.

         The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by, reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of' Chancery or such other court shall deem proper.

3.       Indemnification in Certain Cases.

         To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or
in defense of any claim, issue or matter therein, he shall be


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<PAGE>   17
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

4.       Procedure.

         Any indemnification under Sections 1 and 2 of this Article X (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

5.       Advances for Expenses.

         Expenses incurred by a director, officer, employee, or agent of the
Corporation in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall be ultimately
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article X.

6.       Rights Not-Exclusive.

         The indemnification and advancement of expenses provided by or granted
pursuant to, the other Sections of this Article X shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

7.       Insurance.

         The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article X.

8.       Definition of Corporation.

         For the purposes of this Article X, references to "the Corporation"
include, in addition to the resulting corporation, all constituent corporations
(including any constituent of a constituent) absorbed in consolidation or merger
which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees and agents so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is


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<PAGE>   18
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article X with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

9.       Other Definitions.

         For purposes of this Article X, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
X.

10.      Continuation of Rights.

         The indemnification and advancement of expenses provided by, or granted
pursuant to this Article X shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person. No amendment to or repeal of
this Article X shall apply to or have any effect on, the rights of any director,
officer, employee or agent under this Article X which rights come into existence
by virtue of acts or omissions of such director, officer, employee or agent
occurring prior to such amendment or repeal.

                                   ARTICLE XI

                                   AMENDMENTS

         These Bylaws may be repealed, altered or amended by the affirmative
vote of the holders of a majority of the stock issued and outstanding and
entitled to vote at any meeting of Stockholders or by resolution duly adopted by
the affirmative vote of not less than a majority of the Directors in office at
any annual or regular meeting of the Board of Directors or at any special
meeting of the Board of Directors if notice of the proposed repeal, alteration
or amendment be contained in the notice of such special meeting, and new Bylaws
may be adopted, at any time only by the Board of Directors.


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