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                               AMENDED AND RESTATED
                                    BYLAWS OF
                          DIGITAL MICROWAVE CORPORATION

                    (Amended and Restated as of May 9, 2000)

                                    ARTICLE I

                                     OFFICES

         Section 1.  The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

         Section 2.  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

         Section 1.  All meetings of the stockholders for the election of
directors shall be held in the City of San Jose, State of California, at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

         Section 2.  Annual meetings of stockholders shall be held on the
third Thursday in July, if not a legal holiday and, if a legal holiday, then
on the next succeeding business day following, at the same hour and place, or
at such other date and

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time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly
be brought before the meeting.

         Section 3.  Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting.

         Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place
within 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.

         Section 5.  Special meetings of stockholders shall be called by the
president or secretary at the request in writing of a majority of the Board
of Directors or upon written application of one or more stockholders who hold
at least forty percent (40%) of the capital stock entitled to vote at such
meeting. Such request of the Board of Directors or written application of the
stockholders shall state the purpose or purposes of the proposed special
meeting. The place, date and time of any special meeting shall be


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determined by the Board of Directors. Such determination shall include the
record date for determining the stockholders having the right to notice of
and to vote at such meeting.

         Section 6.  Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

         Section 7.  Only such business shall be conducted at a special
meeting as shall have been stated in the written notice of the meeting as the
purpose or purposes for the meeting.

         Section 8.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented
any business may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.


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         Section 9.  In all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at any meeting and entitled to vote on the subject matter shall be the
act of the stockholders, unless the question is one upon which by express
provision of any statute or of the certificate of incorporation, a different
vote is required, in which case such express provision shall govern and
control the decision of such question.

         Section 10.  Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy provides for a
longer period.

         Section 11.  Unless otherwise provided in the certificate of
incorporation, and subject to the provisions of Article II, Section 12 of
these Bylaws, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented
in writing.

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         Section 12.  In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting pursuant to Article II, Section 11 of these Bylaws, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten (10) days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the secretary, request the Board of Directors to fix a
record date. The Board of Directors shall promptly, but in all events within
ten (10) days after the date on which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by the
Board of Directors within such ten (10) day period, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required
by applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation 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 stockholders' meetings are
recorded, to the attention of the secretary of the corporation. Delivery
shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to corporate
action in writing without a

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meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

         Section 13.  At any annual meeting of the stockholders, only such
business shall be conducted as shall be properly before the meeting. To be
properly before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal place of business of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that
in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the
close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made(1). A
stockholder's written notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (b) the
name and address as they appear on the corporation's books of the stockholder
proposing such


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(1)      It shall be necessary for the corporation to determine the date of
each annual meeting at least 70 days in advance thereof and make a public
disclosure of such date and of the provisions of Article II, Section 13 of
these Bylaws.

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business, (c) the class and number of shares of the corporation which are
beneficially owned by such stockholder, and (d) any material interest of such
stockholder in such business.  Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting unless
properly brought before such meeting in accordance with the procedures set
forth in this Section 13. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
13 and if it shall be so determined, the chairman of the meeting shall so
declare this to the meeting and such business not properly brought before the
meeting shall not be transacted.

         Section 14.  Only persons who are nominated in accordance with the
procedures set forth in this Section 14 shall be eligible for election as
directors of the corporation by the stockholders. Nominations of persons for
election to the Board of Directors may be made at a meeting of stockholders
by or at the direction of the Board of Directors or by any stockholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 14. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the
secretary. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal place of business of the corporation not
less than sixty (60) nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
less than the





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close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director
(i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class
and number of shares of the corporation which are beneficially owned by such
person and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors or is otherwise required in each case pursuant to Regulation 14A
under the Securities and Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as
to the stockholder giving the notice (i) the name and address, as they appear
on the corporation's books of such stockholder, (ii) the class and number of
shares of the corporation which are beneficially owned by such stockholder,
and (iii) any material relationship of the stockholder to the person the
stockholder proposes to nominate. At the request of the Board of Directors
any person nominated by the Board of Directors for election as a director
shall furnish to the secretary that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 14. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the provisions
of this Section 14 and if it shall be so determined, the

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chairman shall so declare this to the meeting and the defective nomination
shall be disregarded.

                                  ARTICLE III

                                   DIRECTORS

         Section 1.  The number of directors that shall constitute the whole
board shall be eight (8). The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his or her successor is
elected and qualified. Directors need not be stockholders, but shall not be
older than 70 years of age on the date of their election or appointment to be
eligible to serve as a director.

         Section 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having a right to vote as a single class may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, unless sooner removed. If there are no directors in office, then
an election of directors may be held in the manner provided by statute. If,
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
Board of Directors (as constituted immediately prior to any such increase),
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office.


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         Section 3.  The business of the corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by statute or by the certifi-cate of incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

         Section 4.  The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 5.  The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the event of the failure
of the stockholders to fix the time or place of such first meeting of the
newly elected Board of Directors, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.

         Section 7.  Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors, the president, any vice-president,
the secretary or


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any two (2) directors on four (4) days' notice to each director by mail or
two (2) days' notice to each director either personally or by telegram.

         Section 8.  At all meetings of the Board of Directors, one-third
(1/3) of the authorized number of directors, or two (2), whichever is
greater, shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the certificate of incorporation or by
Article III, Section 9 of these Bylaws. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

         Section 9.  Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board of Directors or committee
thereof, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors
or committee thereof.

         Section 10.  Unless otherwise restricted by the certificate of
incorporation or these Bylaws, members of the Board of Directors or any
committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each

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other, and such participation in a meeting shall constitute presence in
person at the meeting.

         Section 11.  The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of
the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it, but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the Bylaws of the corporation, and, unless the resolution or the certificate
of incorporation expressly so provide, no such committee shall have the power
or authority to declare a dividend or to authorize the issuance of stock.
Such committee or committees shall have such name or


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names as may be determined from time to time by resolution adopted by the
Board of Directors.

         Section 12.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

         Section 13.  Unless otherwise restricted by the certificate of
incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee meetings.

         Section 14.  Unless otherwise restricted by the certificate of
incorporation or these Bylaws, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                                  ARTICLE IV

                                   NOTICES

         Section 1.  Whenever, under the provisions of statutes or of the
certificate of incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed
to such director or stockholder, at his address as it appears on the records
of the corporation, with postage thereon prepaid, and such notice


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shall be deemed to be given at the time when the same shall be deposited in
the United States mail. Notice to directors may also be given by telegram.

         Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

         Section 1.  The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a president, one or
more vice-presidents, a secretary and a chief financial officer. The Board of
Directors may elect from among its members a Vice Chairman of the Board and
may also choose one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate
of incorporation or these Bylaws otherwise provide.

         Section 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose the officers of the corporation.

         Section 3.  The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

         Section 4.  The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

         Section 5.  The officers of the corporation shall hold office until
their successors are duly elected and qualified. Any officer elected or
appointed by the Board


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of Directors may be removed at any time by the affirmative vote of a majority
of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

         Section 6.  The Chairman of the Board shall preside at all meetings
of the Board of Directors and of the stockholders at which he shall be
present and shall have and may exercise such powers as are, from time to
time, assigned by the Board of Directors and as may be provided by law.

         Section 7.  In the absence of the Chairman of the Board, the Vice
Chairman, if any, shall preside at all meetings of the Board of Directors and
of the stockholders at which he shall be present. The Vice Chairman shall
have and may exercise such powers as are, from time to time, assigned by the
Board of Directors and as may be provided by law.

         Section 8.  The president shall be the general manager and chief
executive officer of the corporation, and in the absence of the Chairman and
Vice Chairman of the Board of Directors, shall preside at all meetings of the
stockholders and the Board of Directors. The president shall have general and
active management of the business of the corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

         Section 9.  The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.


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         Section 10.  In the absence of the president or in the event of his
inability or refusal to act, the vice president, if any, (or in the event
there be more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

         Section 11.  The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. The secretary shall give or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors and shall perform such other duties as may be prescribed by the
Board of Directors or president, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the corporation, and
the secretary or an assistant secretary shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary. The Board
of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 12.  The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her
inability or refusal to act, perform the duties and

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exercise the powers of the secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

         Section 13.  The chief financial officer may also be designated by
the alternate title of "treasurer." The chief financial officer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors.

         Section 14.  The chief financial officer shall disburse the funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and the
Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation.

         Section 15.  If required by the Board of Directors, the chief
financial officer shall give the corporation a bond (which shall be renewed
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

         Section 16.  The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the chief

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financial officer or in the event of his inability or refusal to act, perform
the duties and exercise the powers of the chief financial officer and shall
perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                              ARTICLE VI

                                STOCK

         Section 1.  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 or Vice Chairman of the Board of Directors, or the president
or a vice president and the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation, certifying the number
of shares owned by the shareholder in the corporation.

         Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor, and
the amount paid thereon shall be specified.

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


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each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 2.  Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

         Section 3.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.

         Section 4.  Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignation or authority to transfer, it
shall be the duty of the corporation to

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issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         Section 5.  In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

         Section 6.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                     ARTICLE VII

                                 GENERAL PROVISIONS

         Section 1.  Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in

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<PAGE>


cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.

         Section 2.  Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums
as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation,
or for such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

         Section 3.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

         Section 4.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

         Section 5.  The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization
and the words "Corporate Seal, Delaware". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

         Section 6.  The corporation shall indemnify to the full extent
permitted by, and in the manner permissible under, the laws of the State of
Delaware any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director of
the corporation or any predecessor of the corporation, or served any

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<PAGE>


other enterprise as a director or officer at the request of the corporation
or any predecessor of the corporation.

         Section 7.  Expenses incurred by a director of the corporation in
defending a civil or criminal action, suit or proceeding by reason of the
fact that he is or was a director of the corporation (or was serving at the
corporation's request as a director or officer of another enterprise or
corporation) 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 such director to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized by relevant sections of the General Corporation Law of Delaware.

         Section 8.  Article VII, Sections 6 and 7 shall be deemed to be a
contract between the corporation and each director who serves in such
capacity at any time while this Bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts.

         Section 9.  The Board of Directors in its discretion shall have
power on behalf of the corporation to indemnify any person, other than a
director, made a party to any action, suit or proceeding by reason of the
fact that he, his testator or intestate is or was an officer or employee of
the corporation.

         Section 10.  The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which any director or officer may be
entitled apart from the provisions of Article VII, Sections 6, 7, 8, 9 and
this Section 10.


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<PAGE>


                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1.  These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.

         Section 2.  Notwithstanding any other provision in these Bylaws,
Sections 5, 12, 13, and 14 of Article II of these Bylaws and this Section 2
shall not be amended, modified or repealed, directly or indirectly except by
(i) the affirmative vote of two-thirds (2/3) or more of the Continuing
Directors ("Continuing Director" shall mean any person then serving as a
director of this corporation (i) who was a member of the Board of Directors
of this corporation on October 24, 1991, or (ii) who becomes a director after
October 24, 1991 and whose election, or nomination for election by this
corporation's stockholders, was approved by a majority of the directors who
at that time are Continuing Directors, either by a specific vote or by
approval of the proxy statement issued by this corporation on behalf of the
Board of Directors in which such person is named as nominee for director) and
the approval of the stockholders otherwise required by applicable law or
these Bylaws for such amendment; or (ii) the affirmative vote of the holders
of a majority of the capital stock entitled to vote.


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