<PAGE>
                                                                   Exhibit 3.2.1

                                     BY-LAWS

                                       OF

                           Authentidate Holding Corp.

                            (A Delaware Corporation)




                                    ARTICLE I

                               Offices and Agents

         Section l.l. Registered Office. The corporation shall have and maintain
in the State of Delaware a registered office which may, but need not be, the
same as its place of business.

         Section l.2. Other Offices. The corporation may also have offices and
places of business at such places within or without the State of Delaware as the
Board of Directors may from time to time determine or the business of the
corporation may require.

         Section l.3. Registered Agent. The corporation shall have and maintain
in the State of Delaware a registered agent, which agent may be either an
individual resident in the State of Delaware whose business office is identical
with the corporation's registered office, or a Delaware corporation (which may
be itself) or a foreign corporation authorized to transact business in the State
of Delaware, having a business office identical with such registered office.


                                   ARTICLE II

                             Stock and Stockholders

         Section 2.l. Certificates Representing Stock. 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 or by the
President or Executive Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. The
certificates for shares of stock of the corporation shall be in such form as
shall be determined by the Board of Directors, shall have set forth thereon any
statements prescribed by statute, and shall be numbered and entered in the stock
ledger of the corporation as they are issued. Any and all signatures on any such
certificate may be facsimiles. 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.
<PAGE>

         Section 2.2. Lost Certificates. The Board of Directors may direct that
a new share certificate be issued in place of any certificate theretofore issued
by the corporation which has been mutilated or which is alleged to have been
lost, stolen or destroyed, upon presentation of each such mutilated certificate
or the making by the person claiming any such certificate to have been lost,
stolen or destroyed of an affidavit as to the fact and circumstances of the
loss, theft or destruction thereof, or complying with such other procedures as
may be established by the Board of Directors. The Board of Directors, in its
discretion and as a condition precedent to the issuance of any new certificate,
may require the owner of any certificate alleged to have been lost, stolen or
destroyed, or his legal representative, to furnish the corporation with a bond,
in such sum and with such surety or sureties as it may direct, as indemnity
against any claim that may be made against the corporation on account of the
alleged loss, theft or destruction of such certificate or the issuance of such
new certificate.

         Section 2.3. Fractions of Shares. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (l) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation. The Board of Directors may cause scrip or warrants to
be issued subject to the conditions that they shall become void if not exchanged
for certificates representing full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions with the Board of
Directors may impose.
<PAGE>

         Section 2.4. Stock Transfers. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
transfers or registration of transfers of shares of stock of the corporation
shall be made only on the stock ledger of the corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.

         Section 2.5. Record Date. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the 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) days nor less than ten (l0) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary, shall be
the day on which the first written consent is expressed; and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at any 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 2.6.   Meetings of Stockholders.

         2.6.l. Time and Place. All meetings of stockholders shall be held at
such time and such place, whether 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.

         2.6.2. Annual Meetings. An annual meeting of stockholders shall be held
at such time and place as designated by the Board of Directors within ninety
(90) days of the filing of the Company's annual report on Form 10-K with the
Securities and Exchange Commission; provided, that if the Board of Directors
shall determine that in any year it is not advisable or convenient to hold the
meeting within such time period, then in such year the annual meeting shall
instead be held on such other day, not more than sixty (60) days after the
expiration of such 90 day period. At each annual meeting, the stockholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.
<PAGE>

         2.6.3. Special Meetings. Special meetings of stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
President or a majority of the Board of Directors. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

         2.6.4. Notice of Meetings. Written notice of each meeting of
stockholders, stating the place, date and hour thereof, and, in the case of a
special meeting, specifying the purpose or purposes thereof, shall be given to
each stockholder entitled to vote thereat not less than ten (l0) days nor more
than sixty (60) days prior to the meeting, except that where the matter to be
acted on is a merger or consolidation of the corporation or a sale, lease or
exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) days nor more than sixty (60) days prior to such
meeting. If a meeting is adjourned to another time and place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. 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.

         2.6.5. Business Before a Meeting. To be properly brought before the
meeting, business must be either (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, or (c) otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Company not later than 90
days prior to the meeting anniversary date of the immediately preceding annual
meeting or if no annual meeting was held for any reason in the preceding year,
90 days prior to the first Wednesday in December. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of the stockholder proposing
such business, (iii)^the class and number of shares of the Company which are
beneficially owned by the stockholder and (iv)^any material interest of the
stockholder in such business.
<PAGE>

                  Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2.6.5 of Article 2, provided, however, that
nothing in this Section 2.6.5 of Article 2 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting.

                   The Chairman of an annual 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
2.6.5 of Article 2 and if he should so determine, which determination shall be
conclusive, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

         2.6.6. Stockholder List. The Secretary of the corporation shall prepare
and make, or cause to be prepared and made, at least ten (l0) days before every
meeting of stockholders, a complete list of the stockholders, 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 (l0) days prior to
the meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by this subsection or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.
<PAGE>

         2.6.7. Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of a majority of the shares of stock
of the corporation issued and outstanding and entitled to vote thereat, present
in person or by proxy, shall be necessary to and shall constitute a quorum for
the transaction of business at each meeting of stockholders. If a quorum shall
not be present at the time fixed for any meeting, the stockholders present in
person or by proxy and entitled to vote thereat shall have power to adjourn the
meeting from time to time, without notice other than an announcement at the
meeting of the place, date and hour of the adjourned meeting, until a quorum
shall be present; and at any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted had a
quorum been present at the time originally fixed for the meeting.

         2.6.8. Conduct of Meeting. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting: the Chairman of the Board, Vice-Chairman of the Board, the
President, the Executive Vice President, a Vice President, or, if none of the
foregoing is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the chairman of the meeting shall appoint
a secretary of the meeting. The Board of Directors of the Company shall be
entitled to make such rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are necessary, appropriate or convenient for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such
meeting to stockholders of record of the Company and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry at the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules or parliamentary procedures.
<PAGE>

         2.6.9. Voting. Except as otherwise provided by statute or by the
Certificate of Incorporation, at any meeting of stockholders each stockholder
shall be entitled to one vote for each outstanding share of stock of the
corporation standing in such holder's name on the books of the corporation as of
the record date for determining the stockholders entitled to notice of and to
vote at such meeting. At any meeting of stockholders at which a quorum is
present, all elections shall be determined by plurality vote and all other
matters shall be determined by the vote of the holders of a majority of the
shares present in person or by proxy and entitled to vote, unless the matter is
one with respect to which, by express provision of statute, the Certificate of
Incorporation or these By-Laws, a different vote is required, in which case such
express provision shall govern and control the determination of such matter.

         2.6.l0. Proxy Representation. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent to corporate action
in writing without a meeting. Every proxy must be signed by the stockholder or
by his attorney-in-fact. No proxy shall be voted or acted upon after three years
from its date unless such proxy provides for a longer period.

         2.6.ll. Inspectors of Election. The Board of Directors, in advance of
any meeting of stockholders, may, but need not, appoint one or more inspectors
of election to act at the meeting or any adjournment thereof. If an inspector or
inspectors are not appointed in advance of the meeting, the person presiding at
the meeting may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or act, the vacancy
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or them.
<PAGE>

         Section 2.7. Action of Stockholders Without a Meeting. Any action
required or permitted to be taken at an annual or special meeting of
stockholders by statute, the Certificate of Incorporation or these By-Laws, 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. Where any action is
taken in such manner by less than unanimous written consent, prompt written
notice of the taking of such action shall be given to all stockholders who have
not consented in writing thereto.


                                   ARTICLE III
                                    Directors

         Section 3.l. Board of Directors. The business and affairs of the
corporation shall be managed by or under the direction of a Board of Directors.
The Board of Directors may exercise all such powers of the corporation and do
all such lawful acts and things on its behalf as are not by statute or by the
Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders. Without limiting the generality of the
preceding sentence, the Board of Directors is expressly authorized to exercise
all of the power of the corporation to borrow or raise moneys and to execute,
accept, endorse and deliver as evidence of such borrowing all kinds of
securities; and to secure the payment and performance of the obligations
thereunder by mortgage on, pledge of, or other security interest in, the whole
or any part of the property, assets and income of the corporation.

         Section 3.2. Qualifications. Directors need not be stockholders of the
corporation, citizens of the United States or residents of the State of
Delaware.

         Section 3.3. Number. The number of directors constituting the whole
Board of Directors shall be not less than three (3) nor more than fifteen (l5)
as fixed from time to time by resolution of the Board or by the stockholders or,
if the number of directors constituting the whole Board is not so fixed, the
number shall be three (3); provided, that no decrease in the number of directors
shall shorten the term of any incumbent director.
<PAGE>

         Section 3.4. Nominations. Nominations for the election of directors may
be made by the Board of Directors or a committee appointed by the Board of
Directors or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Company not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 days prior to the anniversary date of the immediately preceding
annual meeting or if an annual meeting has not been held in the preceding year,
90 days from the first Wednesday in December; and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

         Section 3.5. Election and Tenure. With the exception of the first Board
of Directors named in the Certificate of Incorporation, and except as otherwise
permitted in these By-Laws, directors shall be elected at the annual meeting of
stockholders in accordance with these by-laws and the Corporation's Certificate
of Incorporation. Each director shall hold office for a term expiring at the
annual meeting of stockholders next succeeding his election and until his
successor is elected and has qualified or until his earlier displacement from
office by resignation, removal or otherwise. Any director shall be eligible for
re-election.
<PAGE>

         Section 3.6. Resignation and Removal. Any director may resign at any
time by written notice to the corporation. Any director or the whole Board of
Directors may be removed, with cause, by the holders of a majority of the shares
entitled to vote at an election of directors, and any director or the whole
board of directors may be removed without cause by the holders of a majority of
the shares of the Class then entitled to vote for the election of the director
or directors sought to be removed. Any such removal shall be without prejudice
to the rights, if any, of the director so removed under any contract of service
or other agreement with the corporation.

         Section 3.7. Vacancies. Any vacancy in the Board of Directors occurring
by reason of the death, resignation or disqualification of any director, the
removal of any director from office for cause or without cause, an increase in
the number of directors, or otherwise, may be filled by a majority of the
directors then in office elected by the holders of the shares of the Class
entitled to vote at an election of directors for the vacancy sought to be
filled, although such majority is less than a quorum, or by the sole remaining
director of such class, or by the stockholders of such class. Each director
elected to fill a vacancy shall hold office for a term expiring at the next
succeeding annual meeting of stockholders and until his successor is elected and
has qualified or until his earlier displacement from office by resignation,
removal or otherwise. If one or more directors shall resign from the Board
effective at a future date, a majority of the directors then in office,
including those who have so resigned, elected by the holders of the shares of
the Class entitled to vote at an election of directors for the vacancy sought to
be filled, may fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations become effective, and each director so
chosen shall hold office as provided in this section in the filling of other
vacancies.

         Section 3.8.   Meetings of the Board.

         3.8.l. First Meeting. The directors elected by the incorporator of the
corporation and at each subsequent annual meeting of stockholders shall hold
their first meeting as soon as practicable following the date of their election,
and in any event within thirty (30) days after each annual meeting of
stockholders, at such time and place as shall be fixed by resolution of the
Board of Directors prior to the annual meeting or by the consent in writing of
all the newly-elected directors, for the purpose of choosing the officers of the
corporation and for the transaction of such other business as may properly be
brought before the meeting, and no notice of such meeting to the newly-elected
directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present.
<PAGE>

         3.8.2. Regular Meetings. Regular meetings of the Board of Directors may
be held, without notice, at such times and places as shall from time to time be
fixed in advance by resolution of the Board.

         3.8.3. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board or the President, and, at the written
request of a majority of the members of the whole Board, shall be called by the
Chairman of the Board, the President or the Secretary. Notice of each special
meeting of directors, stating the time and place of the meeting and the purpose
or purposes thereof, shall be given to each director at least twenty-four (24)
hours before such meeting. The time and place of any special meeting of
directors may also be fixed by a duly executed waiver of notice thereof.

         3.8.4. Chairman of the Meeting. The Chairman of the Board, if present
and acting, shall preside at all meetings of the Board of Directors. Otherwise,
the Vice-Chairman, the President, if present and acting, or any other director
chosen by the Board, shall preside.

         Section 3.9.   Committees of the Board.

         3.9.l. Designation. The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate one or more committees, each
committee to consist of two (2) or more directors. The Board of Directors may
from time to time remove members from, or add members to, any committee. Each
such committee, to the extent provided in the resolution designating it, 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.
However, no such committee shall have power or authority in reference to: (a)
amending the Certificate of Incorporation; (b) adopting an agreement of merger
or consolidation; (c) recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets;
(d) recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution; or (e) amending these By-Laws; and, unless
expressly so provided by resolution of the Board, no such committee shall have
power or authority in reference to: (i) declaring a dividend; or (ii)
authorizing the issuance of shares of stock of the corporation of any class.

         3.9.2. Alternate Members. 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.
<PAGE>

         3.9.3. Tenure; Reports; Procedures. Each such committee shall serve at
the pleasure of the Board of Directors. It shall keep minutes of its meetings
and report the same to the Board of Directors as and when requested by the
Board, and it shall observe such other procedures with respect to its meetings
as are prescribed in these By-Laws or, to the extent not prescribed herein, as
may be prescribed by the Board of Directors.

         Section 3.l0. Quorum and Voting. At all meetings of the Board of
Directors or any committee of the Board, a majority of the whole Board or of the
entire membership of such committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, except when a vacancy or
vacancies prevents such a majority, whereupon a majority of the directors in
office or appointed to such committee shall constitute a quorum, provided that
such majority shall constitute at least one-third of the whole Board or
membership of the committee, as the case may be. The vote of a majority of the
directors or members of the committee present at any meeting at which a quorum
is present shall be the act of the Board of Directors or of such committee,
except as may be otherwise specifically provided by statute or the Certificate
of Incorporation or these By-Laws. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or of a committee of the Board which authorizes a contract or transaction
between the corporation and one or more of its directors, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of the directors of the corporation are
directors or officers, or have a financial interest. If a quorum shall not be
present at any meeting of the Board of Directors or any committee of the Board,
the members of the Board or such committee present thereat may adjourn the
meeting from time to time, without notice other than an announcement at the
meeting, until a quorum shall be present.

         Section 3.ll. Telephone Participation. Members of the Board of
Directors or of any committee of the Board may participate in a meeting of the
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting in accordance with this section shall
constitute presence in person at such meeting.
<PAGE>

         Section 3.l2. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

         Section 3.l3. Compensation. The Board of Directors is authorized to
make provision for reasonable compensation to its members for their services as
directors and to fix the basis and conditions upon which this compensation shall
be paid. Any director may also serve the corporation in any other capacity and
receive compensation therefor in any form.

         Section 3.l4. Reliance on Books and Records. A member of the Board of
Directors or of any committee thereof designated by the Board as provided in
these By-Laws, shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or reports made to the
corporation by any of its officers, or by an independent certified public
accountant or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the corporation.


                                   ARTICLE IV

                                     Notices

         Section 4.l. Delivery of Notices. Notices to directors and stockholders
may be delivered personally or by mail. A notice by mail shall be deemed to be
given at the time when it is deposited in the post office or a letter box,
enclosed in a post-paid sealed wrapper and addressed to the person entitled to
notice at his address appearing on the books of the corporation, unless any such
person shall have filed with the Secretary of the corporation a written request
that notices intended for him be mailed or delivered to some other address, in
which case the notice shall be mailed to or delivered at the address designated
in such request. Notice to any director may also be given by telephone, by
telegram, or by leaving the notice at the residence or usual place of business
of the director.

         Section 4.2. Waiver of Notice. Whenever notice is required to be given
by statute, the Certificate of Incorporation or these By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,directors
or members of a committee of directors need be specified in any written waiver
of notice unless so required by the Certificate of Incorporation or these
By-Laws.
<PAGE>


                                    ARTICLE V

                                    Officers

         Section 5.l. Executive Officers. The executive officers of the
corporation shall be a Chairman of the Board, a President, a Chief Executive
Officer, a Treasurer, a Chief Financial Officer, a Chief Operating Officer, a
Secretary and, if deemed necessary, expedient or desirable by the Board of
Directors, an Executive Vice-President and one or more other Senior Vice
Presidents. The Chairman of the Board, President and Chief Executive Officer
shall be selected from among the directors, but no other executive officer need
be a member of the Board of Directors. Two or more offices may be held by the
same person, but no office shall execute, acknowledge or verify any instrument
in more than one capacity. The executive officers of the corporation shall be
elected annually by the Board of Directors at its first meeting following the
meeting of stockholders at which the Board was elected.

         Section 5.2. Other Officers and Agents. The corporation may also have
such other officers which such titles and duties as shall be stated in these
By-Laws or in a resolution of the Board of Directors which is not inconsistent
with these By-Laws. The Board of Directors may elect, or may delegate to the
Chairman of the Board or President authority to appoint and remove, and to fix
the duties, compensation and terms of office of, one or more Assistant
Treasurers and Assistant Secretaries and such other officers and agents as the
Board may at any time or from time to time determine to be advisable.

         Section 5.3. Tenure; Resignation; Removal. Each officer of the
corporation shall hold office until his successor is elected or appointed or
until his earlier displacement from office by resignation, removal or otherwise;
provided, that if the term of office of any officer elected or appointed
pursuant to Section 5.2 of these By-Laws shall have been fixed by the Board of
Directors or by the Chairman of the Board or President acting under authority
delegated to him by the Board, he shall cease to hold such office not later than
the date of expiration of such term, regardless of whether any other person
shall have been elected or appointed to succeed him. Any officer may resign at
any time by giving written notice to the corporation and may be removed for
cause or without cause by the Board of Directors, or by the Chairman of the
Board or President acting under authority delegated to him by the Board of
Directors pursuant to Section 5.2 of these By-Laws; provided, that any such
removal shall be without prejudice to the rights, if any, of the officer so
removed under any contract of service or other agreement with the corporation.
<PAGE>

         Section 5.4. Compensation. The compensation of all officers of the
corporation shall be fixed by the Board of Directors, or by the Chairman of the
Board or President acting under authority delegated to him by the Board of
Directors pursuant to Section 5.2 of these By-Laws.

         Section 5.5. Authority and Duties. All officers as between themselves
and the corporation, shall have such authority and perform such duties in the
management of the corporation as maybe provided in these By-Laws, or, to the
extent not so provided, as may be prescribed by the Board of Directors, or by
the Chairman of the Board or President acting under authority delegated to him
by the Board of Directors pursuant to Section 5.2 of these By-Laws.

         Section 5.6. The Secretary. The Secretary, or an Assistant Secretary,
shall attend all meetings of the stockholders and the Board of Directors and
shall record the minutes of all proceedings taken at such meetings, or maintain
all documents evidencing corporate actions taken by written consent of the
stockholders or of the Board of Directors, in a book to be kept for that
purpose; and he shall perform like duties for any committees of the Board of
Directors when required. He shall see to it that all notices of meetings of the
stockholders and of special meetings of the Board of Directors are duly given in
accordance with these By-Laws or as required by statute; he shall be the
custodian of the seal of the corporation, and, when authorized by the Board of
Directors, he shall cause the corporate seal to be affixed to any document
requiring it, and, when so affixed, attested by his signature as Secretary; and
he shall perform such other duties as may from time to time be prescribed by the
Board of Directors.

<PAGE>

                                   ARTICLE VI

                               General Provisions

         Section 6.l. Dividends and Distributions; Reserves. Subject to all
applicable provisions of law, the Certificate of Incorporation and any indenture
or other agreement to which the corporation is a party or by which it is bound,
the Board of Directors may declare to be payable, in cash, in other property or
in shares of the corporation of any class or series, such dividends and
distributions upon or in respect of outstanding shares of the corporation of any
class or series as the Board may at any time or from time to time deem to be
advisable. Before declaring any such dividend or distribution, the Board of
Directors may cause to be set aside, out of any funds or other property or
assets of the corporation legally available for the payment of dividends or
distributions, such sum or sums as the Board, in their absolute discretion, may
consider to be 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 Board may deem conducive to the
interest of the corporation, and the Board may modify or abolish any such
reserve in the manner in which it was created.

         Section 6.2. Checks, Notes, Etc. All checks or other orders for the
payment of money, all notes or other instruments evidencing indebtedness of the
corporation and all receipts for money paid to the corporation shall be signed,
drawn, accepted, endorsed or otherwise executed on its behalf, as the case may
be, in such manner and by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate. The Board of
Directors may authorize the use of facsimile signatures of any officer or
employee in lieu of manual signatures.

         Section 6.3. Fiscal Year. The fiscal year of the corporation shall be
fixed, and may from time to time be changed, by resolution of the Board of
Directors.

         Section 6.4. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

         Section 6.5. Voting of Securities of Other Corporations. In the event
that the corporation shall at any time or from time to time own and have power
to vote any securities (including but not limited to shares of stock) of any
other issuer,they shall be voted by such person or persons, to such extent and
in such manner as may be determined by the Board of Directors.
<PAGE>


                                   ARTICLE VII

                                    Amendment

         A majority of the whole Board of Directors shall have the power, by
resolution, to amend or repeal these By-Laws or to adopt new by-laws; provided,
however, that such power shall not divest the stockholders of the power, nor
limit their power, to adopt, amend or repeal by-laws.


                                  ARTICLE VIII

                          Indemnification of Directors,
                             Officers and Employees

         Except to the extent expressly prohibited by the Delaware Corporation
Law, the corporation shall indemnify each person made or threatened to be made a
party to any action or proceeding, whether civil or criminal, by reason of the
fact that such person or such person's testator or intestate is or was a
director, officer or employee of the corporation, or serves or served at the
request of the corporation, any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgment, fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to such person
establishes that his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, and provided
further that no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the corporation has given its prior consent to such
settlement or other disposition.

         The corporation may advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is ultimately found
not to be entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced or reimbursed exceed the amount to which
such person is entitled, provided, however, that such person shall cooperate in
good faith with any request by the corporation that common counsel be utilized
by the parties to an action or proceeding who are similarly situated unless to
do so would be inappropriate due to actual or potential differing interests
between or among such parties.
<PAGE>

         Nothing herein shall limit or affect any right of any person otherwise
than hereunder to indemnification or expenses, including attorneys' fees, under
any statute, rule, regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.

         Anything in these by-laws to the contrary notwithstanding, no
elimination of this by-law, and no amendment of this by-law adversely affecting
the right of any person to indemnification or advancement of expenses hereunder
shall be effective until the 60th day following notice to such person or such
action, and no elimination of or amendment to this by-law shall deprive any
person of his or her rights hereunder arising out of alleged or actual
occurrences, acts or failures to act prior to such 60th day.

         The corporation shall not, except by elimination or amendment of this
by-law in a manner consistent with the preceding paragraph, take any corporate
action or enter into any agreement which prohibits, or otherwise limits the
rights of any person to, indemnification in accordance with the provisions of
this by-law. The indemnification of any person provided by this by-law shall
continue after such person has ceased to be a director, officer or employee of
the corporation and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.

         The corporation is authorized to enter into agreements with any of its
directors, officers or employees extending rights to indemnification and
advancement of expenses to such person to the fullest extent permitted by
applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this by-law, it being
expressly recognized hereby that all directors, officers and employees of the
corporation, by serving as such after the adoption hereof, are acting in
reliance hereon and that the corporation is estopped to contend otherwise.
<PAGE>

         In case any provision in this by-law shall be determined at any time to
be unenforceable in any respect, the other provisions shall not in any way be
affected or impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
corporation to afford indemnification and advancement of expenses to its
directors, officers and employees, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.

         For purposes of this by-law, the corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his or her duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered
indemnifiable expenses. For purposes of this by-law, the term "corporation"
shall include any legal successor to the corporation, including any corporation
which acquires all or substantially all of the assets of the corporation in one
or more transactions.