EXHIBIT 3.3


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         SPEEDCOM WIRELESS CORPORATION,
                             a Delaware corporation

                         (amended as of April 16, 2001)



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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                               Page
<S>               <C>                                                                                         <C>
ARTICLE I CORPORATE OFFICES.......................................................................................1
         1.1.     REGISTERED OFFICE...............................................................................1
         1.2.     OTHER OFFICES...................................................................................1
ARTICLE II MEETINGS OF STOCKHOLDERS...............................................................................1
         2.1.     PLACE OF MEETINGS...............................................................................1
         2.2.     ANNUAL MEETING..................................................................................1
         2.3.     SPECIAL MEETING.................................................................................1
         2.4.     NOTICE OF STOCKHOLDERS' MEETINGS................................................................2
         2.5.     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS.................................2
         2.6.     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE....................................................3
         2.7.     QUORUM..........................................................................................3
         2.8.     ADJOURNED MEETING; NOTICE.......................................................................4
         2.9.     CONDUCT OF BUSINESS.............................................................................4
         2.10.    VOTING..........................................................................................4
         2.11.    WAIVER OF NOTICE................................................................................4
         2.12.    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.....................................5
         2.13.    PROXIES.........................................................................................5
ARTICLE III DIRECTORS.............................................................................................6
         3.1.     POWERS..........................................................................................6
         3.2.     NUMBER OF DIRECTORS.............................................................................6
         3.3.     ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.........................................6
         3.4.     RESIGNATION AND VACANCIES.......................................................................6
         3.5.     PLACE OF MEETINGS; MEETINGS BY TELEPHONE........................................................7
         3.6.     REGULAR MEETINGS................................................................................7
         3.7.     SPECIAL MEETINGS; NOTICE........................................................................7
         3.8.     QUORUM..........................................................................................8
         3.9.     WAIVER OF NOTICE................................................................................8
         3.10.    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............................................8
         3.11.    FEES AND COMPENSATION OF DIRECTORS..............................................................9
         3.12.    APPROVAL OF LOANS TO OFFICERS...................................................................9
         3.13.    REMOVAL OF DIRECTORS............................................................................9
ARTICLE IV COMMITTEES.............................................................................................9
         4.1.     COMMITTEES OF DIRECTORS.........................................................................9
         4.2.     COMMITTEE MINUTES..............................................................................10
         4.3.     MEETINGS AND ACTION OF COMMITTEES..............................................................10
ARTICLE V OFFICERS...............................................................................................10
         5.1.     OFFICERS.......................................................................................10
         5.2.     APPOINTMENT OF OFFICERS........................................................................11
         5.3.     SUBORDINATE OFFICERS...........................................................................11
         5.4.     REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES.........................................11
</TABLE>


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<TABLE>
<CAPTION>
<S>               <C>                                                                                         <C>
         5.5.     CHAIRMAN OF THE BOARD..........................................................................11
         5.6.     CHIEF EXECUTIVE OFFICER........................................................................11
         5.7.     PRESIDENT......................................................................................12
         5.8.     VICE PRESIDENTS................................................................................12
         5.9.     SECRETARY......................................................................................12
         5.10.    CHIEF FINANCIAL OFFICER........................................................................13
         5.11.    TREASURER......................................................................................13
         5.12.    ASSISTANT SECRETARY............................................................................13
         5.13.    ASSISTANT TREASURER............................................................................13
         5.14.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.................................................13
         5.15.    AUTHORITY AND DUTIES OF OFFICERS...............................................................14
ARTICLE VI INDEMNITY.............................................................................................14
         6.1.     THIRD PARTY ACTIONS............................................................................14
         6.2.     ACTIONS BY OR IN THE RIGHT OF THE CORPORATION..................................................14
         6.3.     SUCCESSFUL DEFENSE.............................................................................15
         6.4.     DETERMINATION OF CONDUCT.......................................................................15
         6.5.     PAYMENT OF EXPENSES IN ADVANCE.................................................................15
         6.6.     INDEMNITY NOT EXCLUSIVE........................................................................16
         6.7.     INSURANCE INDEMNIFICATION......................................................................16
         6.8.     THE CORPORATION................................................................................16
         6.9.     EMPLOYEE BENEFIT PLANS.........................................................................16
         6.10.    CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES....................................17
ARTICLE VII RECORDS AND REPORTS..................................................................................17
         7.1.     MAINTENANCE AND INSPECTION OF RECORDS..........................................................17
         7.2.     INSPECTION BY DIRECTORS........................................................................17
         7.3.     ANNUAL STATEMENT TO STOCKHOLDERS...............................................................18
ARTICLE VIII GENERAL MATTERS.....................................................................................18
         8.1.     CHECKS.........................................................................................18
         8.2.     EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS...............................................18
         8.3.     STOCK CERTIFICATES; PARTLY PAID SHARES.........................................................18
         8.4.     SPECIAL DESIGNATION ON CERTIFICATES............................................................19
         8.5.     LOST CERTIFICATES..............................................................................19
         8.6.     CONSTRUCTION; DEFINITIONS......................................................................19
         8.7.     DIVIDENDS......................................................................................20
         8.8.     FISCAL YEAR....................................................................................20
         8.9.     SEAL...........................................................................................20
         8.10.    TRANSFER OF STOCK..............................................................................20
         8.11.    STOCK TRANSFER AGREEMENTS......................................................................20
         8.12.    REGISTERED STOCKHOLDERS........................................................................20
</TABLE>

                                      -ii-

<PAGE>


                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                         SPEEDCOM WIRELESS CORPORATION,
                             a Delaware corporation


                                   ARTICLE I
                                CORPORATE OFFICES

1.1.     REGISTERED OFFICE

                  The registered office of the corporation shall be in the City
         of Wilmington, County of New Castle, State of Delaware. The name of the
         initial registered agent of the corporation at such location is Lexis
         Document Services Inc.

1.2.     OTHER OFFICES

                  The board of directors may at any time establish other offices
         at any place or places where the corporation is qualified to do
         business.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

2.1.     PLACE OF MEETINGS

                  Meetings of stockholders shall be held at any place, either
         within or without the State of Delaware, as may be designated by the
         board of directors or in the manner provided in these bylaws. In the
         absence of any such designation, stockholders' meetings shall be held
         at the corporate headquarters of the corporation.

2.2.     ANNUAL MEETING

                  The annual meeting of stockholders shall be held each year on
         a date and at a time designated by the board of directors. In the
         absence of such designation, the annual meeting of stockholders shall
         be held on the second Friday in May of each year. However, if such day
         falls on a legal holiday, then the meeting shall be held at the same
         time and place on the next succeeding business day. At the meeting,
         directors shall be elected and any other proper business may be
         transacted.

2.3.     SPECIAL MEETING

                  A special meeting of the stockholders may be called at any
         time by the board of directors, or by the chairman of the board or the
         chief executive officer.

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                  If a special meeting is called by any person or persons other
         than the board of directors, the request shall be in writing,
         specifying the time of such meeting and the general nature of the
         business proposed to be transacted, and shall be delivered personally
         or sent by registered mail or by telegraphic or other facsimile
         transmission to the chairman of the board, the chief executive officer,
         the president or the secretary of the corporation. No business may be
         transacted at such special meeting otherwise than specified in such
         notice. The officer receiving the request shall cause notice to be
         promptly given to the stockholders entitled to vote, in accordance with
         the provisions of Sections 2.4 and 2.6 of this Article II, that a
         meeting will be held at the time requested by the person or persons
         calling the meeting, not less than twenty (20) nor more than sixty (60)
         days after the receipt of the request. Nothing contained in this
         Section 2.3 shall be construed as limiting, fixing, or affecting the
         time when a meeting of stockholders called by action of the board of
         directors may be held.

2.4.     NOTICE OF STOCKHOLDERS' MEETINGS

                  All notices of meetings with stockholders shall be in writing
         and shall be sent or otherwise given in accordance with Section 2.6 of
         these bylaws not less than ten (10) nor more than sixty (60) days
         before the date of the meeting to each stockholder entitled to vote at
         such meeting. The notice shall specify the place, date and hour of the
         meeting, and, in the case of a special meeting, the purpose or purposes
         for which the meeting is called.

2.5.     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

                  Subject to the rights of holders of any class or series of
         stock having a preference over the Common Stock as to dividends or upon
         liquidation,

(a)      nominations for the election of directors, and

(b)      business proposed to be brought before any stockholder meeting

may be made by the board of directors or proxy committee appointed by the board
of directors or by any stockholder holding of record at least 200 shares of the
stock of the corporation entitled to vote in the election of directors generally
if such nomination or business proposed is otherwise proper business before such
meeting. However, any such stockholder may nominate one or more persons for
election as directors at a meeting or propose business to be brought before a
meeting, or both, only if such stockholder has given timely notice in proper
written form of their intent to make such nomination or nominations or to
propose such business. To be timely, such stockholder's notice must be delivered
to or mailed and received at the principal executive offices of the corporation
not less than one hundred twenty (120) calendar days in advance of the first
anniversary date of mailing of the corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting of
stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting


                                      -2-
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has been changed by more than thirty (30) days from the date contemplated at the
time of the previous year's proxy statement, notice by the stockholder to be
timely must be so received a reasonable time before the solicitation is made. To
be in proper form, a stockholder's notice to the secretary shall set forth:

         (a)      the name and address of the stockholder who intends to make
                  the nominations or propose the business and, as the case may
                  be, of the person or persons to be nominated or of the
                  business to be proposed;

         (b)      representation that the stockholder is a holder of record of
                  at least 200 shares of the stock of the corporation entitled
                  to vote at such meeting and, if applicable, intends to appear
                  in person or by proxy at the meeting to nominate the person or
                  persons specified in the notice;

         (c)      if applicable, 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 or each matter
                  of business to be 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 had
                  the nominee been nominated, or intended to be nominated, or
                  the matter been proposed, or intended to be proposed by the
                  board of directors; and

         (e)      the consent of each nominee to serve as director of the
                  corporation if so elected.

                  The chairman of the meeting shall refuse to acknowledge the
         nomination of any person or the proposal of any business not made in
         compliance with the foregoing procedure.

2.6.     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

                  Written notice of any meeting of stockholders, if mailed, is
         given when deposited in the United States mail, postage prepaid,
         directed to the stockholder at his address as it appears on the records
         of the corporation. An affidavit of the secretary or an assistant
         secretary or of the transfer agent of the corporation that the notice
         has been given shall, in the absence of fraud, be prima facie evidence
         of the facts stated therein.

2.7.     QUORUM

                  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 is not
         present


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         or represented at any meeting of the stockholders, then either (i) the
         chairman of the meeting or (ii) the stockholders entitled to vote
         thereat, present in person or represented by proxy, shall have power to
         adjourn the meeting from time to time, without notice other than
         announcement at the meeting, until a quorum is present or represented.
         At such adjourned meeting at which a quorum is present or represented,
         any business may be transacted that might have been transacted at the
         meeting as originally noticed.

2.8.     ADJOURNED MEETING; NOTICE

                  When a meeting is adjourned to another time or place, unless
         these bylaws otherwise require, 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. At the adjourned meeting the
         corporation may transact any business that might have been transacted
         at the original meeting. 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.

2.9.     CONDUCT OF BUSINESS

                  The chairman of any meeting of stockholders shall determine
         the order of business and the procedure at the meeting, including
         regulation of the manner of voting and the conduct of business.

2.10.    VOTING

                  The stockholders entitled to vote at any meeting of
         stockholders shall be determined in accordance with the provisions of
         Section 2.13 of these bylaws, subject to the provisions of Sections 217
         and 218 of the Delaware General Corporation Law (relating to voting
         rights of fiduciaries, pledgors and joint owners of stock and to voting
         trusts and other voting agreements).

                  Except as may be otherwise provided in the certificate of
         incorporation, each stockholder shall be entitled to one vote for each
         share of capital stock held by such stockholder.

2.11.    WAIVER OF NOTICE

                  Whenever notice is required to be given under any provision of
         the Delaware General Corporation Law or of the certificate of
         incorporation or these bylaws, a written waiver, 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


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         stockholders need be specified in any written waiver of notice unless
         so required by the certificate of incorporation or these bylaws.

2.12.    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

                  In order that the corporation may determine the stockholders
         entitled to notice of or to vote at any meeting of stockholders or any
         adjournment thereof, or entitled to express consent to corporate action
         in writing without a meeting, or entitled to receive payment of any
         dividend or other distribution or allotment of any rights, or entitled
         to exercise any rights in respect of any change, conversion or exchange
         of stock or for the purpose of any other lawful action, the board of
         directors may fix, in advance, a record date, which shall not be more
         than sixty (60) nor less than twenty (20) days before the date of such
         meeting, nor more than sixty (60) days prior to any other action.

                  If the board of directors does not so fix a record date:

         (a)      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.

         (b)      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 a meeting of stockholders shall apply to any
         adjournment of the meeting; provided, however, that the board of
         directors may fix a new record date for the adjourned meeting.

2.13.    PROXIES

                  Each stockholder entitled to vote at a meeting of stockholders
         may authorize another person or persons to act for such stockholder by
         a written proxy, signed by such stockholder and filed with the
         secretary of the corporation, but no such proxy shall be voted or acted
         upon after three (3) years from its date, unless the proxy provides for
         a longer period. A proxy shall be deemed signed if such stockholder's
         name is placed on the proxy by any reasonable means, including, but not
         limited to, by facsimile signature, manual signature, typewriting,
         telegraphic transmission or otherwise, by such stockholder or such
         stockholder's attorney-in-fact. The revocability of a proxy that states
         on its face that it is irrevocable shall be governed by the provisions
         of Section 212(e) of the Delaware General Corporation Law.


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<PAGE>

                                   ARTICLE III
                                    DIRECTORS

3.1.     POWERS

                  Subject to the provisions of the Delaware General Corporation
         Law and any limitations in the certificate of incorporation or these
         bylaws relating to action required to be approved by the stockholders
         or by the outstanding shares, the business and affairs of the
         corporation shall be managed and all corporate powers shall be
         exercised by or under the direction of the board of directors.

3.2.     NUMBER OF DIRECTORS

                  The board of directors shall consist of no more than seven (7)
         members. The number of directors who shall constitute the whole board
         shall be such number as the board of directors shall from time to time
         designate.

                  No reduction of the authorized number of directors shall have
         the effect of removing any director before that director's term of
         office expires.

3.3.     ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

                  The directors shall be divided into three classes, as equal in
         number as possible, with the term of office of the first class to
         expire at the annual meeting of stockholders to be held in 2001, the
         term of office of the second class to expire at the annual meeting of
         stockholders to be held in 2002, and the term of office of the third
         class to expire at the annual meeting of stockholders to be held in
         2003, with each director to hold office until his successor shall have
         been duly elected and qualified. At each annual meeting of stockholders
         following such initial classification, directors elected to succeed
         those directors whose terms expire shall be elected for a term of
         office to expire at the third succeeding annual meeting of stockholders
         after their election with each director to hold office until his
         successor shall have been duly elected and qualified.

                  Each director, including a director elected to fill a vacancy,
         shall hold office until his successor is elected and qualified or until
         his earlier resignation or removal.

3.4.     RESIGNATION AND VACANCIES

                  Any director may resign at any time upon written notice to the
         attention of the secretary of the corporation. When one or more
         directors shall resign from the board of directors, effective at a
         future date, a majority of the directors then in office, including
         those who have so resigned, shall have power to fill such vacancy or
         vacancies, the vote thereon to take effect when such resignation or
         resignations shall become effective, and each director so chosen shall
         hold office as provided in this section in the filling of other
         vacancies.

                  Unless otherwise provided in the certificate of incorporation
         or these bylaws:

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<PAGE>

         (a)      Vacancies and newly created directorships resulting from any
                  increase in the authorized number of directors elected by all
                  of the stockholders having the right to vote as a single class
                  may be filled by a majority of the directors then in office,
                  although less than a quorum, or by a sole remaining director.

         (b)      Whenever the holders of any class or classes of stock or
                  series thereof are entitled to elect one or more directors by
                  the certificate of incorporation, vacancies and newly created
                  directorships of such class or classes or series may be filled
                  by a majority of the directors elected by such class or
                  classes or series thereof then in office, or by a sole
                  remaining director so elected.

                  If at any time, by reason of death or resignation or other
         cause, the corporation should have no directors in office, then any
         officer or any stockholder holding at least 1% of the outstanding
         stock, or an executor, administrator, trustee or guardian of a
         stockholder, or other fiduciary entrusted with like responsibility for
         the person or estate of a stockholder, may call a special meeting of
         stockholders in accordance with the provisions of the certificate of
         incorporation or these bylaws, or may apply to the Court of Chancery
         for a decree summarily ordering an election as provided in Section 211
         of the Delaware General Corporation Law.

3.5.     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

                  The board of directors of the corporation may hold meetings,
         both regular and special, either within or outside the State of
         Delaware.

                  Unless otherwise restricted by the certificate of
         incorporation or these bylaws, members of the board of directors, or
         any committee designated by the board of directors, may participate in
         a meeting of such board of directors, 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, and
         such participation in a meeting pursuant to this section shall
         constitute presence in person at the meeting.

3.6.     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.

3.7.     SPECIAL MEETINGS; NOTICE

                  Special meetings of the board of directors or committees
         comprising directors for any purpose or purposes may be called at any
         time by the chairman of the board, the chief executive officer, the
         president or any two directors.

                  Notice of the time and place of special meetings shall be
         delivered personally, by telephone, or by electronic mail ("e-mail") to
         each director or sent by first-class mail, charges prepaid, addressed
         in either case to each director at that director's address as it is

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<PAGE>

         shown on the records of the corporation. If the notice is mailed, it
         shall be deposited in the United States mail at least seven (7) days
         before the time of the holding of the meeting. If the notice is
         delivered personally or by telephone or by e-mail, it shall be
         delivered personally or by telephone or by e-mail at least forty-eight
         (48) hours before the time of the holding of the meeting. Any oral
         notice given personally or by telephone may be communicated either to
         the director or to a person at the office of the director who the
         person giving the notice has reason to believe will promptly
         communicate it to the director. The notice need not specify the purpose
         or, if the meeting is to be held at the principal executive office of
         the corporation, the place of the meeting.

3.8.     QUORUM

                  At all meetings of the board of directors, a majority of the
         authorized number of directors shall constitute a quorum for the
         transaction of business and the act of a majority of the directors
         present at any meeting at which there is a quorum shall be the act of
         the board of directors, except as may be otherwise specifically
         provided by statute, the certificate of incorporation, or these bylaws.
         If a quorum is not present at any meeting of the board of directors,
         then the directors present thereat may adjourn the meeting from time to
         time, without notice other than announcement at the meeting, until a
         quorum is present.

                  A meeting at which a quorum is initially present may continue
         to transact business notwithstanding the withdrawal of directors, if
         any action taken is approved by at least a majority of the required
         quorum for that meeting.

3.9.     WAIVER OF NOTICE

                  Whenever notice is required to be given under any provision of
         the Delaware General Corporation Law, the certificate of incorporation,
         or these bylaws, 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 such 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 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 bylaws.

3.10.    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

                  Unless otherwise restricted by the certificate of
         incorporation or these bylaws, any action required or permitted to be
         taken at any meeting of the board of directors, or of any committee
         thereof may be taken without a meeting if at least seventy-five percent
         (75%) of the 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.

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<PAGE>

3.11.    FEES AND COMPENSATION OF DIRECTORS

                  Unless otherwise restricted by the certificate of
         incorporation or these bylaws, the board of directors shall have the
         authority to fix the compensation of directors.

3.12.    APPROVAL OF LOANS TO OFFICERS

                  The corporation may lend money to, or guarantee any obligation
         of, or otherwise assist any officer or other employee of the
         corporation or of its subsidiary, including any officer or employee who
         is a director of the corporation or its subsidiary, whenever, in the
         judgment of the directors, such loan, guaranty or assistance may
         reasonably be expected to benefit the corporation. The loan, guaranty
         or other assistance may be with or without interest and may be
         unsecured, or secured in such manner as the board of directors shall
         approve, including, without limitation, a pledge of shares of stock of
         the corporation. Nothing contained in this section shall be deemed to
         deny, limit or restrict the powers of guaranty or warranty of the
         corporation at common law or under any statute.

3.13.    REMOVAL OF DIRECTORS

                  Unless otherwise restricted by statute or by the certificate
         of incorporation, so long as the board of directors is classified,
         holders of a majority of the shares then entitled to vote at the
         election of the directors stockholders may remove any director only for
         cause. If the board of directors is not classified, the entire board of
         directors may be removed, with or without cause, by the holders of a
         majority of the shares then entitled to vote at an election of
         directors; provided, however, that, if stockholders of the corporation
         are entitled to cumulative voting, if less than the entire board is to
         be removed, no director may be removed without cause if the votes cast
         against his removal would be sufficient to elect such director if then
         cumulatively voted at an election of the entire board of directors..

                  No reduction of the authorized number of directors shall have
         the effect of removing any director prior to the expiration of such
         director's term of office.


                                   ARTICLE IV
                                   COMMITTEES

4.1.     COMMITTEES OF DIRECTORS

                  The board of directors may, by resolution passed by a majority
         of the whole board, designate one or more committees, with 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. 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 such member or members constitute a quorum, may
         unanimously appoint


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<PAGE>

         another member of the board of directors to act at the meeting in the
         place of any such absent or disqualified member. Any such committee, to
         the extent provided in the resolution of the board of directors, or in
         the bylaws of the corporation, 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 that may require it; but no
         such committee shall have the power or authority (i) approving or
         adopting or recommending to the stockholders, any action or matter
         expressly required by the Delaware General Corporation Law to be
         submitted to stockholders for approval or (ii) adopting, amending, or
         repealing any bylaws of the corporation; and, unless the board
         resolution establishing the committee, the bylaws or the certificate of
         incorporation expressly so provide, no such committee shall have the
         power or authority to declare a dividend, to authorize the issuance of
         stock, or to adopt a certificate of ownership and merger pursuant to
         Section 253 of the Delaware General Corporation Law.

4.2.     COMMITTEE MINUTES

                  Each committee shall keep regular minutes of its meetings and
         report the same to the board of directors when required.

4.3.     MEETINGS AND ACTION OF COMMITTEES

                  Meetings and actions of committees shall be governed by, and
         held and taken in accordance with, the provisions of Article III of
         these bylaws, with such changes in the context of those bylaws as are
         necessary to substitute the committee and its members for the board of
         directors and its members; provided, however, that the time of regular
         meetings of committees may be determined either by resolution of the
         board of directors or by resolution of the committee, that special
         meetings of committees may also be called by resolution of the board of
         directors and that notice of special meetings of committees shall also
         be given to all alternate members, who shall have the right to attend
         all meetings of the committee. The board of directors may adopt rules
         for the government of any committee not inconsistent with the
         provisions of these bylaws.


                                   ARTICLE V
                                    OFFICERS

5.1.     OFFICERS

                  The officers of the corporation shall be a chairman, a chief
         executive officer, president, a secretary, a treasurer and a chief
         financial officer. The corporation may also have, at the discretion of
         the board of directors, one or more vice presidents, one or more
         assistant vice presidents, one or more assistant secretaries, one or
         more assistant treasurers, and any such other officers as may be
         appointed in accordance with the provisions of Section 5.3 of these
         bylaws. Any number of offices may be held by the same person.

                                      -10-
<PAGE>

5.2.     APPOINTMENT OF OFFICERS

                  The officers of the corporation, except such officers as may
         be appointed in accordance with the provisions of Sections 5.3 or 5.5
         of these bylaws, shall be appointed by the board of directors, subject
         to the rights, if any, of an officer under any contract of employment.

5.3.     SUBORDINATE OFFICERS

                  The board of directors may appoint, or empower the president
         to appoint, such other officers and agents as the business of the
         corporation may require, each of whom shall hold office for such
         period, have such authority, and perform such duties as are provided in
         these bylaws or as the board of directors may from time to time
         determine.

5.4.     REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES

                  Any officer may be removed, either with or without cause, by
         an affirmative vote of the majority of the board of directors at any
         regular or special meeting of the board or, except in the case of an
         officer chosen by the board of directors, by any officer upon whom such
         power of removal may be conferred by the board of directors. Any
         removal shall be without prejudice to the rights, if any, of any
         contract of employment to which the officer is a party.

                  Any officer may resign at any time by giving written notice to
         the corporation. Any resignation shall take effect at the date of the
         receipt of that notice or at any later time specified in that notice;
         and, unless otherwise specified in that notice, the acceptance of the
         resignation shall not be necessary to make it effective. Any
         resignation is without prejudice to the rights, if any, of the
         corporation under any contract to which the officer is a party.

                  Any vacancy occurring in any office of the corporation shall
         be filled by the board of directors.

5.5.     CHAIRMAN OF THE BOARD

                  The chairman of the board, if such an officer be elected,
         shall, if present, preside at meetings of the board of directors and
         exercise and perform such other powers and duties as may from time to
         time be assigned to the chairman of the board by the board of directors
         or as may be prescribed by these bylaws. If there is no president and
         no one has been appointed chief executive officer, then the chairman of
         the board shall also be the chief executive officer of the corporation
         and shall have the powers and duties prescribed in Section 5.6 of these
         bylaws.

5.6.     CHIEF EXECUTIVE OFFICER

                  The board of directors shall select a chief executive officer
         of the corporation who shall be subject to the control of the board of
         directors and have general supervision,


                                      -11-
<PAGE>

         direction and control of the business and the officers of the
         corporation. The chief executive officer shall preside at all meetings
         of the stockholders and, in the absence or nonexistence of a chairman
         of the board, at all meetings of the board of directors.

5.7.     PRESIDENT

                  The president shall have the general powers and duties of
         management usually vested in the office of president of a corporation
         and shall have such other powers and duties as may be prescribed by the
         board of directors or these bylaws. In addition and subject to such
         supervisory powers, if any, as may be given by the board of directors
         to the chairman of the board, if no one has been appointed chief
         executive officer, the president shall be the chief executive officer
         of the corporation and shall, subject to the control of the board of
         directors, have the powers and duties described in Section 5.6.

5.8.     VICE PRESIDENTS

                  In the absence or disability of the president, the chief
         financial officer, if any, and then the vice presidents, if any (in
         order of their rank as fixed by the board of directors or, if not
         ranked, a vice president designated by the board of directors), shall
         perform all 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 have such other powers and perform
         such other duties as from time to time may be prescribed for them
         respectively by the board of directors, these bylaws, the president or
         the chairman of the board.

5.9.     SECRETARY

                  The secretary shall keep or cause to be kept, at the principal
         executive office of the corporation or such other place as the board of
         directors may direct, a book of minutes of all meetings and actions of
         directors, committees of directors, and stockholders. The minutes shall
         show the time and place of each meeting, whether regular or special
         (and, if special, how authorized and the notice given), the names of
         those present at directors' meetings or committee meetings, the number
         of shares present or represented at stockholders' meetings, and the
         proceedings thereof.

                  The secretary shall keep, or cause to be kept, at the
         principal executive office of the corporation or at the office of the
         corporation's transfer agent or registrar, as determined by resolution
         of the board of directors, a share register, or a duplicate share
         register, showing the names of all stockholders and their addresses,
         the number and classes of shares held by each, the number and date of
         certificates evidencing such shares, and the number and date of
         cancellation of every certificate surrendered for cancellation.

                  The secretary shall give, or cause to be given, notice of all
         meetings of the stockholders and of the board of directors required to
         be given by law or by these bylaws. The secretary shall keep the seal
         of the corporation, if one be adopted, in safe custody and


                                      -12-
<PAGE>

         shall have such other powers and perform such other duties as may be
         prescribed by the board of directors or by these bylaws.

5.10.    CHIEF FINANCIAL OFFICER

                  The chief financial officer shall keep and maintain, or cause
         to be kept and maintained, adequate and correct books and records of
         accounts of the properties and business transactions of the
         corporation, including accounts of its assets, liabilities, receipts,
         disbursements, gains, losses, capital, retained earnings, and shares.
         The books of account shall at all reasonable times be open to
         inspection by any director.

                  The chief financial officer shall deposit all moneys and other
         valuables in the name and to the credit of the corporation with such
         depositories as he shall in his discretion select. The chief financial
         officer shall disburse the funds of the corporation as may be ordered
         by the board of directors, shall render to the president and directors,
         whenever they request it, an account of all his transactions as chief
         financial officer and of the financial condition of the corporation,
         and shall have other powers and perform such other duties as may be
         prescribed by the board of directors or these bylaws.

5.11.    TREASURER

                  The treasurer shall, in the absence of the chief financial
         officer or in the event of his or her inability or refusal to act,
         perform the duties and exercise the powers of the chief financial
         officer and shall perform such other duties and have such other powers
         as may be prescribed by the board of directors or these bylaws.

5.12.    ASSISTANT SECRETARY

                  The assistant secretary, or, if there is more than one, the
         assistant secretaries in the order determined by the stockholders or
         board of directors (or if there be no such determination, then in the
         order of their election) shall, in the absence of the secretary or in
         the event of his or her inability or refusal to act, perform the duties
         and exercise the powers of the secretary and shall perform such other
         duties and have such other powers as may be prescribed by the board of
         directors or these bylaws.

5.13.    ASSISTANT TREASURER

                  The assistant treasurer, or, if there is more than one, the
         assistant treasurers, in the order determined by the stockholders or
         board of directors (or if there be no such determination, then in the
         order of their election), shall, in the absence of the chief financial
         officer and the treasurer or in the event of their inability or refusal
         to act, perform the duties and exercise the powers of the chief
         financial officer and shall perform such other duties and have such
         other powers as may be prescribed by the board of directors or these
         bylaws.

5.14.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS

                                      -13-
<PAGE>

                  The chairman of the board, the chief executive officer, the
         president, any vice president, the chief financial officer, the
         secretary or assistant secretary of this corporation, or any other
         person authorized by the board of directors or the president or a vice
         president, is authorized to vote, represent, and exercise on behalf of
         this corporation all rights incident to any and all shares of any other
         corporation or corporations standing in the name of this corporation.
         The authority granted herein may be exercised either by such person
         directly or by any other person authorized to do so by proxy or power
         of attorney duly executed by such person having the authority.

5.15.    AUTHORITY AND DUTIES OF OFFICERS

                  In addition to the foregoing authority and duties, all
         officers of the corporation shall respectively have such authority and
         perform such duties in the management of the business of the
         corporation as may be designated from time to time by the board of
         directors or the stockholders.


                                   ARTICLE VI
                                    INDEMNITY

6.1.     THIRD PARTY ACTIONS

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

6.2.     ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

                  The corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the


                                      -14-
<PAGE>

         right of the corporation to procure a judgment in its favor by reason
         of the fact that such person is or was a director, officer, employee or
         agent of corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against expenses (including attorneys' fees) and amounts paid in
         settlement (if such settlement is approved in advance by the
         corporation, which approval shall not be unreasonably withheld)
         actually and reasonably incurred by such person in connection with the
         defense or settlement of such action or suit if such person acted in
         good faith and in manner such person reasonably believed to be in or
         not opposed to the best interests of the corporation, except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable to the
         corporation unless and only to the extent that the Delaware Court of
         Chancery or the court in which such action or suit was brought shall
         determine upon application that, despite the adjudication of liability
         but in view of all the circumstances of the case, such person is fairly
         and reasonably entitled to indemnity for such expenses which the
         Delaware Court of Chancery or such other court shall deem proper.
         Notwithstanding any other provision of this Article VI, no person shall
         be indemnified hereunder for any expenses or amounts paid in settlement
         with respect to any action to recover short-swing profits under Section
         16(b) of the Securities Exchange Act of 1934, as amended.

6.3.     SUCCESSFUL DEFENSE

                  To the extent that a director, officer, employee or agent of
         the corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in Sections 6.1
         and 6.2, or in defense of any claim, issue or matter therein, such
         person shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by such person in connection
         therewith.

6.4.     DETERMINATION OF CONDUCT

                  Any indemnification under Sections 6.1 and 6.2 (unless ordered
         by a court) shall be made by the corporation only as authorized in the
         specific case upon a determination that the indemnification of the
         director, officer, employee or agent is proper in the circumstances
         because such person has met the applicable standard of conduct set
         forth in Sections 6.1 and 6.2. Such determination shall be made (1) by
         the Board of Directors or the Executive Committee by a majority vote of
         a quorum consisting of directors who were not parties to such action,
         suit or proceeding or (2) or if such quorum is not obtainable or, even
         if obtainable, a quorum of disinterested directors so directs, by
         independent legal counsel in a written opinion, or (3) by the
         stockholders. Notwithstanding the foregoing, a director, officer,
         employee or agent of the Corporation shall be entitled to contest any
         determination that the director, officer, employee or agent has not met
         the applicable standard of conduct set forth in Sections 6.1 and 6.2 by
         petitioning a court of competent jurisdiction.

6.5.     PAYMENT OF EXPENSES IN ADVANCE

                                      -15-
<PAGE>

                  Expenses incurred in defending a civil or criminal action,
         suit or proceeding, by an individual who may be entitled to
         indemnification pursuant to Section 6.1 or 6.2, shall be paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding upon receipt of an undertaking by or on behalf of the
         director, officer, employee or agent to repay such amount if it shall
         ultimately be determined that such person is not entitled to be
         indemnified by the corporation as authorized in this Article VI.

6.6.     INDEMNITY NOT EXCLUSIVE

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

6.7.     INSURANCE INDEMNIFICATION

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

6.8.     THE CORPORATION

                  For purposes of this Article VI, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under and subject to the
         provisions of this Article VI (including, without limitation, the
         provisions of Section 6.4) with respect to the resulting or surviving
         corporation as such person would have with respect to such constituent
         corporation if its separate existence had continued.

6.9.     EMPLOYEE BENEFIT PLANS

                                      -16-
<PAGE>

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

6.10.    CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

                  The indemnification and advancement of expenses provided by,
         or granted pursuant to, this Article VI shall, unless otherwise
         provided when authorized or ratified, continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.


                                  ARTICLE VII
                               RECORDS AND REPORTS

7.1.     MAINTENANCE AND INSPECTION OF RECORDS

                  The corporation shall, either at its principal executive
         office or at such place or places as designated by the board of
         directors, keep a record of its stockholders listing their names and
         addresses and the number and class of shares held by each stockholder,
         a copy of these bylaws as amended to date, accounting books, and other
         records.

                  Any stockholder of record, in person or by attorney or other
         agent, shall, upon written demand under oath stating the purpose
         thereof, have the right during the usual hours for business to inspect
         for any proper purpose the corporation's stock ledger, a list of its
         stockholders, and its other books and records and to make copies or
         extracts therefrom. A proper purpose shall mean a purpose reasonably
         related to such person's interest as a stockholder. In every instance
         where an attorney or other agent is the person who seeks the right to
         inspection, the demand under oath shall be accompanied by a power of
         attorney or such other writing that authorizes the attorney or other
         agent so to act on behalf of the stockholder. The demand under oath
         shall be directed to the corporation at its registered office in
         Delaware or at its principal place of business.

7.2.     INSPECTION BY DIRECTORS

                  Any director shall have the right to examine the corporation's
         stock ledger, a list of its stockholders, and its other books and
         records for a purpose reasonably related to his position as a director.
         The Court of Chancery is hereby vested with the exclusive jurisdiction
         to determine whether a director is entitled to the inspection sought.
         The


                                      -17-
<PAGE>

         Court may summarily order the corporation to permit the director to
         inspect any and all books and records, the stock ledger, and the stock
         list and to make copies or extracts therefrom. The Court may, in its
         discretion, prescribe any limitations or conditions with reference to
         the inspection, or award such other and further relief as the Court may
         deem just and proper.

7.3.     ANNUAL STATEMENT TO STOCKHOLDERS

                  The board of directors shall present at each annual meeting,
         and at any special meeting of the stockholders when called for by vote
         of the stockholders, a full and clear statement of the business and
         condition of the corporation.


                                  ARTICLE VIII
                                 GENERAL MATTERS

8.1.     CHECKS

                  From time to time, the board of directors shall determine by
         resolution which person or persons may sign or endorse all checks,
         drafts, other orders for payment of money, notes or other evidences of
         indebtedness that are issued in the name of or payable to the
         corporation, and only the persons so authorized shall sign or endorse
         those instruments.

8.2.     EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

                  The board of directors, except as otherwise provided in these
         bylaws, may authorize any officer or officers, or agent or agents, to
         enter into any contract or execute any instrument in the name of and on
         behalf of the corporation; such authority may be general or confined to
         specific instances. Unless so authorized or ratified by the board of
         directors or within the agency power of an officer, no officer, agent
         or employee shall have any power or authority to bind the corporation
         by any contract or engagement or to pledge its credit or to render it
         liable for any purpose or for any amount, except for the president and
         the chief financial officer.

8.3.     STOCK CERTIFICATES; PARTLY PAID SHARES

                  The shares of the corporation may be represented by
         certificates or take the form of uncertificated shares.

                  The corporation may issue the whole or any part of its shares
         as partly paid and subject to call for the remainder of the
         consideration to be paid therefor. Upon the face or back of each stock
         certificate issued to represent any such partly paid shares, or upon
         the books and records of the corporation in the case of uncertificated
         partly paid shares, the total amount of the consideration to be paid
         therefor and the amount paid thereon shall be stated. Upon the
         declaration of any dividend on fully paid shares, the corporation shall


                                      -18-
<PAGE>

         declare a dividend upon partly paid shares of the same class, but only
         upon the basis of the percentage of the consideration actually paid
         thereon.

8.4.     SPECIAL DESIGNATION ON CERTIFICATES

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

8.5.     LOST CERTIFICATES

                  Except as provided in this Section 8.5, no new certificates
         for shares shall be issued to replace a previously issued certificate
         unless the latter is surrendered to the corporation and canceled at the
         same time. The corporation may issue a new certificate for stock or
         uncertificated shares in the place of any certificate theretofore
         issued by it, alleged to have been lost, stolen or destroyed, and the
         corporation may require the owner of the lost, stolen or destroyed
         certificate, or his legal representative, to give the corporation a
         bond sufficient to indemnify it against any claim that may be made
         against it on account of the alleged loss, theft or destruction of any
         such certificate or the issuance of such new certificate or
         uncertificated shares.

8.6.     CONSTRUCTION; DEFINITIONS

                  Unless the context requires otherwise, the general provisions,
         rules of construction, and definitions in the Delaware General
         Corporation Law shall govern the construction of these bylaws. Without
         limiting the generality of this provision, the singular number includes
         the plural, the plural number includes the singular, and the term
         "person" includes both a corporation and a natural person.

                                      -19-
<PAGE>

8.7.     DIVIDENDS

                  The directors of the corporation, subject to any restrictions
         contained in (i) the Delaware General Corporation Law or (ii) the
         certificate of incorporation, may declare and pay dividends upon the
         shares of its capital stock. Dividends may be paid in cash, in
         property, or in shares of the corporation's capital stock.

                  The directors of the corporation may set apart out of any of
         the funds of the corporation available for dividends a reserve or
         reserves for any proper purpose and may abolish any such reserve. Such
         purposes shall include but not be limited to equalizing dividends,
         repairing or maintaining any property of the corporation, and meeting
         contingencies.

8.8.     FISCAL YEAR

                  The fiscal year of the corporation shall be the calendar year
         unless otherwise fixed by resolution of the board of directors and may
         be changed by the board of directors.

8.9.     SEAL

                  The corporation may adopt a corporate seal, which shall be
         adopted and which may be altered by the board of directors, and may use
         the same by causing it or a facsimile thereof to be impressed or
         affixed or in any other manner reproduced.

8.10.    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 in its books.

8.11.    STOCK TRANSFER AGREEMENTS

                  The corporation shall have power to enter into and perform any
         agreement with any number of stockholders of any one or more classes of
         stock of the corporation to restrict the transfer of shares of stock of
         the corporation of any one or more classes owned by such stockholders
         in any manner not prohibited by the Delaware General Corporation Law.

8.12.    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, shall be entitled to hold
         liable for calls and assessments the person registered on its books as
         the owner of any shares described in the second paragraph of Section
         8.3, and shall not be bound to recognize any equitable or other claim
         to or interest in such share or


                                      -20-
<PAGE>

         shares on the part of another person, whether or not it shall have
         express or other notice thereof, except as otherwise provided by the
         laws of Delaware.




                                      -21-