INTEGRAMED AMERICA, INC.

                           (As Amended March 6, 2006)

                                    ARTICLE I

                                     OFFICES

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

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. All meetings of the stockholders for the
election of directors shall be held at such place, 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 or in a duly executed waiver thereof.
Meetings of the stockholders for any other purpose may be held at such 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. Date and Time of Annual Meeting. Annual meetings of the
stockholders shall be held at such date and time as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
At each such annual meeting, the board of directors shall be elected by the
plurality vote of the holders of the authorized and outstanding shares of the
corporation's capital stock entitled to vote thereon.

         Section 3. Notice of Annual Meeting. 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 nor more than
sixty days before the date of the meeting.

         Section 4. Voting List; Inspection. The officer or agent who has charge
of the stock transfer books of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting or at any adjournment thereof,
arranged in alphabetical order within each class, series or group of
stockholders, 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 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.




<PAGE>



         Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by resolution of the board of
directors or by the chairman of the board or the president.

         Section 6. Notice; Date and Time of Special Meetings. 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 nor more than sixty days before the date of the meeting, to each
stockholder of record entitled to vote at such meeting.

         Section 7. Notice of Stockholder Business

         (a) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) pursuant to the
corporation's notice of meeting, (ii) by or at the direction of the board of
directors or (iii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of the notice provided for in this by-law, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this by-law.

         (b) For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (a) of this by-law, the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the corporation not
less than 90 days nor more than 120 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the meeting is changed by more than 30 days from such anniversary date,
notice by the stockholder to be timely must be received no later than the close
of business on the 10th day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure was made. 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 meeting and the reasons for conducting
such business at the meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, and the name
and address of the beneficial owner, if any, on whose behalf the proposal is
made, (iii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made and (iv) any material
interest of such stockholder of record and the beneficial owner, if any, on
whose behalf the proposal is made in such business.

         (c) Notwithstanding anything in these by-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this by-law. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these by-laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this
by-law, a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this by-law.

         Section 8. Business Transacted at Special Meetings. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.



                                       2
<PAGE>

         Section 9. Quorum; Adjournment. 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 of the time and place to which the
meeting is adjourned, 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 original meeting. If
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         Section 10. Votes Required. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision in the
statutes or of the certificate of incorporation, a different vote is required,
in which case such express provision shall govern the vote required to decide
such question.

         Section 11. Voting of Shares. 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 (which may be
evidenced by original or facsimile signature in accordance with the Delaware
General Corporation Law) for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be valid and voted on after three
years from its date, unless the proxy provides for a longer period.

         Section 12.  Voting Procedures and Inspectors of Elections.
         ----------   ---------------------------------------------

         (a) The corporation shall, in advance of any meeting of stockholders,
appoint one or more inspectors (and may appoint one or more alternates) to act
at the meeting and make a written report thereof. If no inspector or alternate
is able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability.

         (b) The inspectors shall ascertain the number of shares outstanding and
the voting power of each, determine the shares represented at a meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, and certify their determination of
the number of shares represented at the meeting, and their count of all votes
and ballots. The inspectors may appoint or retain other persons or entities to
assist in the performance of the duties of the inspectors.

         (c) The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.




                                       3
<PAGE>



         (d) In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with ss.
212(c)(2) of the Delaware General Corporation Law, ballots and the regular books
and records of the corporation, except that the inspectors may consider other
reliable information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar persons
which represent more votes than the holder of a proxy is authorized by the
record owner to cast or more votes than the stockholder holds of record. If the
inspectors consider other reliable information for the limited purpose permitted
herein, the inspectors at the time they make their certification pursuant to
subsection (b) of this section shall specify the precise information considered
by them including the person or persons from whom they obtained the information,
when the information was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that such information is
accurate and reliable.


                                   ARTICLE III

                                    DIRECTORS

         Section l. General. The business of the corporation shall be managed by
or under the direction of its board of directors (sometimes hereinafter referred
to as the "board") 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 certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

         Section 2. Number and Term. The board of directors or the corporation
shall consist of seven (7) persons.. Each director shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.

         Section 3. Vacancies. Unless otherwise provided in the certificate of
incorporation or these bylaws, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office even if such directors do not
constitute a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual meeting of the stockholders and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no directors in office, then such vacancies or new
directorships shall be filled by a majority of the stockholders entitled to vote
for the election of directors.

         Section 4. Nominations of Directors.
         ---------  ------------------------

         (a) Only persons who are nominated in accordance with the procedures
set forth in these by-laws shall be eligible to serve as directors. Nominations
of persons for election to the board of directors of the corporation may be made
at a meeting of stockholders (i) by or at the direction of the board of
directors or (ii) by any stockholder of the corporation who is a stockholder of
record at the time of giving of notice provided for in this by-law, who shall be
entitled to vote for the election of directors at the meeting and who complies
with the notice procedures set forth in this by-law.


                                       4
<PAGE>



         (b) Nominations by stockholders shall be made pursuant to timely notice
in writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the corporation (i) in the case of an annual meeting, not less than
90 days nor more than 120 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from such anniversary date,
notice by the stockholder to be timely must be so received not later than the
close of business on the l0th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made, and
(ii) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
was made. Such stockholder's notice shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving the notice (A) the name and address, as they appear on the
corporation's books, of such stockholder and (B) the class and number of shares
of the corporation which are beneficially owned by such stockholder and also
which are owned of record by such stockholder; and (iii) as to the beneficial
owner, if any, on whose behalf the nomination is made, (A) the name and address
of such person and (B) the class and number or shares or the corporation which
are beneficially owned by such person. 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 of the corporation that information required to be set;
forth in a stockholder's notice of nomination which pertains to the nominee.

         (c) No person shall be eligible to serve as a director of the
corporation unless nominated in accordance with the procedures set forth in this
by-law. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these by-laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this by-law, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this by-law.

         Section 5.   The Chairman of the Board.
         ---------    -------------------------

         (a) The chairman of the board shall be a member of the board. The
chairman shall preside at all meetings of the board of directors and the
stockholders.

         (b) The chairman of the board shall provide leadership and support to
the board in fulfilling its corporate governance functions; schedule meetings of
the board; and develop, with the board and management, agendas for board
meetings.

         (c) The chairman of the board shall serve as an ex officio member
(non-voting) of the Governance and Nominating Committee of the board.

         (d) The chairman shall carry out such other duties and responsibilities
as may be assigned by the board.


                                       5
<PAGE>


         Section 6. The Vice Chairman. The vice chairman of the board, if there
be one, shall be a member of the board and shall perform the duties of the
chairman of the board in the latter's absence or disability and such other
duties as shall be prescribed by the chairman or the board.


                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. Place of Meetings. The board of directors of the corporation
may hold meetings,  both regular and special, either within or without the State
of Delaware.

         Section 5. Annual Meeting. 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 to
the newly elected directors shall be necessary 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 and 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. 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.

         Section 7. Special Meetings. Special meetings of the board may be
called by the chairman of the board or the president on one day' s notice to
each director, either personally or by telephone, telecopy, telegram or
recognized overnight courier; and special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of Any two or more directors, unless the board consists of only one director in
which case a special meeting may be called and held by such director.

         Section 8. Quorum; Action of the Board. At all meetings of the board, a
majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of those 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, the certificate of
incorporation, or these by-laws. 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 of the
time and place of the adjourned meeting if the period of any adjournment does
not exceed ten days, until a quorum shall be present.

         Section 9. Action of Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the board of directors or of
any committee thereof 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 10. Telephone Conference Call. Unless otherwise restricted by
the certificate of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors, may


                                       6
<PAGE>

participate in a meeting of the board of directors, or any committee, by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.


                             COMMITTEE OF DIRECTORS

         Section 11. Authorization. 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 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; provided, however, that any such alternate member shall possess the
qualifications required for service on such committee.

         Section 12. Powers. Any such committee, to the extent provided in the
resolution of the board of directors or in these by-laws, 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 such 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,
electing any director, removing any officer or director, submitting to the
stockholders any action that requires the stockholders approval, amending or
repealing any resolution theretofore adopted by the board which by its terms is
amendable or repealable only by the board, amending, altering or repealing any
by-law of the corporation; and, unless the resolution or the certificate of
incorporation expressly so provides, 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 names as may be determined from
time to time by resolution adopted by the board of directors or as set forth in
these by-laws.

         Section 13. Minutes of Meetings and Reports to the Board. Board. Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.

                                  COMPENSATION

         Section 14. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, 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 compensated for attendance at such meeting of the board of
directors or a stated salary as a director, as determined by the board, payable
in cash or securities on other obligations of the corporation. Members of
special or standing committees may be allowed like compensation for attending
committee meetings. Directors who are full-time employees of the corporation and
are compensated as such shall receive no additional compensation for serving as
directors.

                                     REMOVAL

                                       7
<PAGE>

         Section 15. Removal of Director. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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 for the election of directors.


                                  ARTICLE III-A

                               Advisory Directors

         Section 1. Advisory Directors. The Board of Directors may appoint, to
serve at the pleasure of the Board, up to three (3) Advisory Directors, who,
after their initial appointment, shall, except in the case of such Advisory
Director's earlier death, resignation, retirement, disqualification or removal,
be subject to re-appointment at the organizational meeting of the Board of
Directors immediately following the Annual Stockholders' meeting. Vacancies may,
but need not be filled by the Board of Directors between organizational meetings
following the Annual Stockholders' meeting.

         Section 2. Duties. It shall be the duty of an Advisory Director to
advise and provide counsel to the Board of Directors with respect to Business
Services provided by the Company to the Company's network of medical practices
at such times and places and in such groups and committees as may be determined
from time to time by the Board of Directors, but such individuals shall not have
any responsibility or be subject to any liability imposed upon a director or in
any manner be deemed a director in accordance with applicable law.

         Section 3. Meetings. The Advisory Board of Directors shall meet as
necessary; however, not less than twice a year the Advisory Directors shall meet
in joint session with the Board of Directors, with the privilege of
participating in all discussions but without the right to vote and shall not be
counted for determining a quorum of the Board of Directors; and at least once a
year, the Advisory Board of Directors are expected to hold a meeting in
conjunction with their attendance at either the American Society of Reproductive
Medicine Annual Meeting or a meeting of the IntegraMed Council of Physicians and
Scientists.

         Section 4. Compensation. Advisory Directors shall not be compensated
for services rendered to the Board of Directors, but shall be entitled to be
paid Board Attendance Fees equivalent to the amount paid to members of the Board
of Directors, plus reimbursement for reasonable out-of-pockets expenses,
including, but not limited to travel expenses for attending meetings


                                   ARTICLE IV

                                     NOTICES

         Section 1. Form of Notice. Whenever, under the provisions of applicable
statutes or of the certificate of incorporation or of these by-laws notice is
required to be given to any director or stockholder, such notice shall not be
construed to mean personal notice, and may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the


                                       8
<PAGE>

records of the corporation. with postage thereon prepaid, and such notice by
mail 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 telephone,
telecopy, telegram or recognized overnight courier.

         Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of applicable statutes or of the certificate of
incorporation or of these by-laws, 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. The attendance in person or
by proxy of any stockholder at a meeting, and the attendance of any director at
a meeting, shall constitute a waiver of notice by such stockholder or, as the
case may be, director, unless such stockholder or director attends the 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.


                                    ARTICLE V

                                    OFFICERS

         Section 1. Designation of Officers. The officers of the corporation
shall be elected by the board of directors and shall be a president and chief
executive officer, a Senior Vice President and Chief Financial Officer, vice
president, secretary and treasurer. The board of directors may also elect senior
vice presidents, additional vice presidents, and 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 by-laws otherwise
provide.

         Section 2. Election of Officers. The board of directors at its first
meeting after each annual meeting of the stockholders shall elect or re-appoint
a president, one or more senior vice presidents, one or more vice-presidents, a
secretary and a treasurer.

         Section 3. Other Officers. The board of directors may elect such other
officers and appoint such 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.

         Section 4. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors or a committee of the board
of directors.

         Section 5. Term of Office. Each officer of the corporation shall hold
office until such officer's successor is chosen and qualifies or until such
officer's earlier resignation or removal. Any officer elected by the board of
directors may be removed at any time by 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 President and Chief Executive  Officer.
         ---------   ------------------------------------------

         (a) The President shall be a member of the board and shall be the chief
executive officer of the corporation.

                                       9
<PAGE>

         (b) .The President shall have general and active management of the
business of the corporation, shall see that all orders and resolutions of the
board of directors are carried into effect and shall, in the absence or
disability of the chairman of the board and the vice chairman of the board, if
one is designated, preside at all meetings of the stockholders and the board of
directors.

         (c) The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required of
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.

         Section 7. Executive Vice President and Chief Financial Officer.

         (a) The Executive Vice President and Chief Financial Officer shall
develop and implement long-term strategies and tactics that protect and enhance
the corporation's assets, profits and shareholder value.

         (b) The Executive Vice President and Chief Financial Officer shall
ensure the integrity of the Corporation's financial and information systems,
treasury operations, and be a primary spokesperson for the Corporation on
financial and investor relations matters.

         Section 8. The Vice Presidents. In the absence of the president or in
the event of his inability or refusal to act, the vice president (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 or the president may from time to time
prescribe.

         Section 9. The Secretary. 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, the chairman of the board 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 10. The Assistant Secretary. The assistant secretary, if there
be one, shall, in the absence of the secretary or in the event of his inability
or refusal to act, perform the duties and 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.

                                       10
<PAGE>

         Section 11. The Treasurer. The treasurer 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. The treasurer 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 chairman of the board and 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 12. The Assistant Treasurer. The assistant treasurer, if there
be one, shall, in the absence of the treasurer or in the event of his inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         Section 1. Signatures; Payment of Consideration;  Classes and Series of
Stock.


         (a) 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 him in
the corporation.

         (b) Except as may otherwise be permitted by statute, no certificate
shall be issued for any share until such share is fully paid.

         (c) If the corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the designations, preferences,
relative rights and limitations of each class or series authorized to be issued,
and of the authority of the board to divide the shares into classes or series
and to determine and change the relative rights, preferences and liquidations of
any class or series, shall be set forth in full 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 by Section 202 of the
Delaware General Corporation Law, in lieu of the foregoing 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 a
full statement of such designations, preferences, and relative rights and
limitations.

         Section 2. Facsimile Signatures. Any or all of the signatures on the
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.

                                       11
<PAGE>

         Section 3. Contents. Each certificate shall state on its face that the
corporation is organized under the laws of the State of Delaware, the name of
the person to whom issued and the number and class, and the designation of the
series, if any, of the shares which such certificate represents.

         Section 4. Lost Certificates. 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 and 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 5. Transfer of Stock. 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 issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 6. Fixing Record Date. In order that the corporation may
determine the stockholders (i) 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, or (ii) entitled to consent to
corporate action in writing without a meeting, the board of directors may fix,
in advance, a record date, which, with respect to the actions described in
clause (i) above, shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action described therein, and with respect to the actions described in clause
(ii) above, shall not be more than ten days after the date upon which the board
of directors fixes the record date. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders and a new record
date for the adjourned meeting shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix.

         Section 7. Registered Stockholders. 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 the State of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Dividends. Subject to the provisions, if any, of the
certificate of incorporation, dividends upon any class or series of the capital


                                       12
<PAGE>

stock of the corporation may be declared by the board of directors at any
regular or special meeting, pursuant to law. To the extent permitted by law, and
subject to the provisions of the certificate of incorporation, if any, dividends
may be paid in cash, in property, or in shares of capital stock.

         Section 2. Checks. 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 3. Fiscal Year. The fiscal year of the corporation shall be
December 3lst of each year unless otherwise fixed by resolution of the board of
directors.

         Section 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 reproduced or otherwise.

         Section 5. Indemnification. (a) The corporation shall, to the fullest
extent permitted by Section 145 of the General Corporation Law of Delaware, as
that Section may be amended and supplemented from time to time, indemnify and
advance expenses to any director, officer or trustee which it shall have power
to indemnify under that Section against any expenses, liabilities or other
matters referred to in or covered by that Section. The indemnification and
advancement of expenses provided for in this Section (i) shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
the certificate of incorporation or any by-law, agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in their
official capacities and as to action in another capacity while holding such
office, (ii) shall continue as to a person who has ceased to be a director,
officer or trustee and (iii) shall inure to the benefit of the heirs, executors
and administrators of such a person. The corporation's obligation to provide
indemnification and advancement of expenses under this Section shall be offset
to the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.

         (b) To assure indemnification under this Section of all such persons
who are determined by the corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Section, be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee benefit plan, including, without limitation, any plan of the
corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his 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; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such persons
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.

                                       13
<PAGE>

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. Amendments. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the board of
directors 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
by-laws be contained in the notice of such meeting; provided that no amendment
of these by-laws may be adopted which contravenes a provision of the certificate
of incorporation of the corporation.


                                       14