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                                    BYLAWS OF
                              DBS INDUSTRIES, INC.


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                                TABLE OF CONTENTS
                                  TO THE BYLAWS
                             OF DBS INDUSTRIES, INC.

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                                                                                                               Page

<S>                                                                                                            <C>
ARTICLE I - OFFICES...............................................................................................1
         Section 1.        Registered Office......................................................................1
         Section 2.        Principal Office.......................................................................1
         Section 3.        Other Offices..........................................................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS.............................................................................1
         Section 1.        Place of Meetings......................................................................1
         Section 2.        Annual Meetings........................................................................1
         Section 3.        Special Meetings.......................................................................2
         Section 4.        Notice of Stockholders' Meetings.......................................................3
         Section 5.        Manner of Giving Notice; Affidavit of Notice...........................................3
         Section 6.        Adjourned Meetings and Notice Thereof..................................................4
         Section 7.        Voting at Meetings of Stockholders.....................................................4
         Section 8.        Record Date for Stockholder Notice.....................................................5
         Section 9.        Quorum.................................................................................6
         Section 10.       Waiver of Notice.......................................................................6
         Section 11.       Stockholder Action by Written Consent Without Meeting..................................6
         Section 12.       Proxies................................................................................7
         Section 13.       Voting Procedures and Inspectors of Election for Certain Corporations..................8
         Section 14.       List of Stockholders...................................................................9

ARTICLE III - DIRECTORS...........................................................................................9
         Section 1.        Powers.................................................................................9
         Section 2.        Number of Directors...................................................................10
         Section 3.        Election and Term of Office...........................................................10
         Section 4.        Vacancies.............................................................................11
         Section 5.        Removal of Directors..................................................................11
         Section 6.        Resignation of Director...............................................................11
         Section 7.        Place of Meeting......................................................................11
         Section 8.        Annual Meeting........................................................................12
         Section 9.        Special Meetings......................................................................12
         Section 10.       Adjournment...........................................................................12
         Section 11.       Notice of Adjournment.................................................................12
         Section 12.       Waiver of Notice......................................................................12
         Section 13.       Quorum and Voting.....................................................................13
         Section 14.       Fees and Compensation.................................................................13
         Section 15.       Action Without Meeting................................................................13
         Section 16.       Committees of Directors...............................................................13
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<TABLE>
<S>                                                                                                             <C>
ARTICLE IV - OFFICERS............................................................................................14
         Section 1.        Officers..............................................................................14
         Section 2.        Election..............................................................................14
         Section 3.        Subordinate Officers..................................................................14
         Section 4.        Removal and Resignation...............................................................14
         Section 5.        Vacancies.............................................................................15
         Section 6.        Chairman of the Board.................................................................15
         Section 7.        Chief Executive Officer...............................................................15
         Section 8.        President.............................................................................15
         Section 9.        Vice Presidents.......................................................................15
         Section 10.       Secretary.............................................................................16
         Section 11.       Assistant Secretaries.................................................................16
         Section 12.       Chief Financial Officer (Treasurer)...................................................16
         Section 13.       Assistant Financial Officers..........................................................17
         Section 14.       Salaries..............................................................................17

ARTICLE V - SHARES OF STOCK......................................................................................17
         Section 1.        Share Certificates....................................................................17
         Section 2.        Transfer of Shares....................................................................17
         Section 3.        Lost or Destroyed Certificate.........................................................18

ARTICLE VI - INDEMNIFICATION.....................................................................................18
         Section 1.        Indemnity of Officers, Directors, Employees and Other Agents..........................18
         Section 2.        Insurance.............................................................................18
         Section 3.        Non-Exclusivity.......................................................................18

ARTICLE VII - RECORDS AND REPORTS................................................................................19

         Section 1.        Maintenance and Stockholder Inspection of Corporate and

                           Stockholder Records...................................................................19
         Section 2.        Inspection by Directors...............................................................19

ARTICLE VIII - GENERAL PROVISIONS................................................................................19
         Section 1.        Dividends.............................................................................19
         Section 2.        Reserves..............................................................................20
         Section 3.        Annual Statement......................................................................20

ARTICLE IX - MISCELLANEOUS.......................................................................................20
         Section 1.        Checks, Drafts, Etc...................................................................20
         Section 2.        Contracts, Etc., How Executed.........................................................20
         Section 3.        Representation of Shares of Other Corporations........................................20
         Section 4.        Loans to Officers.....................................................................21
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<TABLE>
<S>                                                                                                             <C>
ARTICLE X - AMENDMENTS OF BYLAWS.................................................................................21
         Section 1.        Amendment by Stockholders.............................................................21
         Section 2.        Amendment by Directors................................................................21
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                                      iii
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                                     BYLAWS
                                       OF
                              DBS INDUSTRIES, INC.

                               ARTICLE I - OFFICES

Section 1.        REGISTERED OFFICE

         The registered office of DBS Industries, Inc. (hereinafter called the
"Corporation") in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name of the registered agent in charge thereof
shall be The Corporation Trust Center, at 1209 Orange Street, Wilmington,
Delaware 19801.

Section 2.        PRINCIPAL OFFICE

         The principal office for the transaction of the business of the
Corporation is hereby fixed and located at 100 Shoreline Highway, Suite 190A,
Mill Valley, California, 94946.

         The board of directors is hereby granted full power and authority to
change said principal office from one location to another.

Section 3.        OTHER OFFICES

         The Corporation may also have an office or offices at such other place
or places, either within or outside of the State of Delaware, as the board may
from time to time determine or as the business of the Corporation may require.
Branch or subordinate offices may at any time be established by the board of
directors at any place or places where the Corporation is qualified to do
business.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1.        PLACE OF MEETINGS

         All annual and all other meetings of stockholders shall be held at the
location designated by the board of directors pursuant to a resolution or as set
forth in a notice of the meeting, within or outside the state of Delaware. If no
such location is set forth in a resolution or in the notice of the meeting, the
meeting shall be held at the principal office of the Corporation.

Section 2.        ANNUAL MEETINGS


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         The annual meetings of stockholders shall be held on such date or time
as may be determined from time to time by the board of directors. At such
meetings, directors shall be elected, reports of the affairs of the Corporation
shall be considered, and any other business may be transacted which is within
the powers of the stockholders.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) or otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary 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 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business of the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
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 annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of the shares
of the Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 2.
The Chairman of the annual 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 provisions of this Section 2, 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.

Section 3.        SPECIAL MEETINGS

         Special meetings of the stockholders, for any purpose or purposes
whatsoever, may be called at any time by the President or by the board of
directors or the Chairman of the Board or by one or more stockholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the
votes at that meeting.

         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 President, the
Executive Vice President or the Secretary of the Corporation. The officer
receiving the request shall


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cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 4 and 5 of this Article II, and the
notice shall set forth that a meeting will be held at the time requested by the
person or persons calling the meeting, not less than thirty-five (35) or more
than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 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.

Section 4.        NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings of stockholders shall be sent or otherwise
given in accordance with Section 5 of this Article II not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at the 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. The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
whom, at the time of the notice, the board of directors intends to present for
election.

Section 5.        MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Notice of any stockholders' meeting shall be given in writing and
either delivered personally or by first-class mail by, telegraph, facsimile or
other form of written communication, charges prepaid, sent to each stockholder
at the address of that stockholder appearing on the books of the Corporation or
given by the stockholder to the Corporation for the purpose of notice. If no
such address appears on the Corporation's books or has been so given, notice
shall be deemed to have been given if sent to that stockholder by first-class
mail, by telegraph, facsimile or other written communication to the principal
office of the Corporation, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally, deposited in
the mail, delivered to a common carrier for transmission to the recipient, or
actually transmitted by facsimile or other electronic means to the recipient by
the person giving the notice, or sent by other means of written communication.

         Whenever notice is required to be given to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notice of meetings to such
person between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by First Class Mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the Corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any person shall deliver to the Corporation a written notice setting
forth his then current address, the requirement that notice be given to such
person shall be reinstated.


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         An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting may be executed by the Secretary, Assistant Secretary, or
any transfer agent of the Corporation giving the notice, and filed and
maintained in the minute book of the Corporation.

Section 6.        ADJOURNED MEETINGS AND NOTICE THEREOF

         Any stockholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of the majority of
the shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum, no other business may be
transacted at such meeting except in the case of the withdrawal of a stockholder
from a quorum as provided in Section 9 of this Article II.

         When any stockholders' meeting, either annual or special, is adjourned
to a different date, time or place, notice need not be given of the new date,
time or place if the new date, time or place is announced at the meeting before
adjournment. The board of directors may fix a new record date for the adjourned
meeting. If the meeting is adjourned for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 4
and 5 of this Article II. At any adjourned meetings the Corporation may transact
any business that might have been transacted at the regular meeting.

Section 7.        VOTING AT MEETINGS OF STOCKHOLDERS

         The stockholders entitled to vote at any meeting of the stockholders
shall be determined in accordance with the provisions of Section 8 of this
Article II.

         Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to Section 8 of these Bylaws as the
record date for the determination of stockholders entitled to notice of and to
vote at such meeting, or if no such record date shall have been so fixed, then
on the dates set forth in Section 8.

         Shares of its own stock belonging to the Corporation or to another
Corporation, if a majority of the shares entitled to vote in the election of
directors in such other Corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or


                                       4
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with respect to which two or more persons have the same fiduciary relationship,
shall be voted in accordance with the provisions of the General Corporation Law
of the State of Delaware.

         Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the Secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the Secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present.

         The vote at any meeting of the stockholders on any question need not be
by written ballot, unless so directed by the Chairman of the meeting; provided,
however, that any election of directors at any meeting must be conducted by
written ballot. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and it shall state
the number of shares voted.

         Except as otherwise required by the General Corporation Law for general
corporate action, or the Certificate of Incorporation of this Corporation, or
these Bylaws, the affirmative vote of the majority of shares present in person
or represented by proxy at the stockholders meeting, and entitled to vote on the
subject matter, is required.

Section 8.        RECORD DATE FOR STOCKHOLDER NOTICE

         For purposes of determining the stockholders entitled to notice of any
meeting or to vote, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days or less than ten (10) days before
the date of any such meeting, and in this event only stockholders of record at
the close of business on the date so fixed are entitled to notice and to vote,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date, except as otherwise provided in the Delaware General
Corporation Law. If the board of directors does not so fix a record date, 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 business day
next preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

         For purposes of determining a record date with respect to a dividend,
distribution, allotment of any rights or to determine the stockholders entitled
to exercise any right with respect to any change, conversion or exchange of
stock, or for any other lawful action, the board of directors may fix a record
date subsequent to the date upon which the resolution fixing the date is
adopted, and which date is not more than sixty (60) days prior to the action for
which a record date is being


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established. In the event no record date is fixed, the record date for
determining stockholders for any such purpose is deemed to be 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. 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.

Section 9.        QUORUM

         One-third (1/3rd) of the total voting power, or where a separate vote
by class or series is required, one-third (1/3rd) of the shares of each such
class or series, represented in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the Corporation's stockholders
or any adjournment thereof.

         The stockholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum and by any greater number of shares otherwise
required to take such action by applicable law or in the Certificate of
Incorporation. In the absence of a quorum, any meeting of stockholders may be
adjourned from time to time by vote of a majority of the shares represented in
person or by proxy, or, in the absence therefrom, any officer entitled to
preside at, or to act as Secretary of, such meeting but no business may be
transacted except as hereinabove provided.

Section 10.       WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
Delaware General Corporation Law or the Certificate of Incorporation or 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 by a person at a meeting shall constitute a waiver of notice
of that meeting, except when the person objects to the Secretary, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters required by
law to be included in the notice of the meeting, but not so included, if that
objection is expressly made at the meeting.

Section 11.       STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT MEETING

         Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such


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action at a meeting at which all shares entitled to vote thereon were present
and voted. If the action taken without a meeting is approved by less than
unanimous written consent, prompt notice of such action shall be given to those
stockholders who have not consented in writing.

         If the Corporation has equity securities listed on the American Stock
Exchange, in accordance with the procedures contained in the American Stock
Exchange policies and rules, any corporate action to be taken by written consent
shall not be effective until, and the stockholders of the Corporation shall be
able to give or revoke written consents for, at least twenty (20) days from the
date of the commencement of a solicitation (as such term is defined in Rule
14a-l(l) promulgated under the Securities Exchange Act of 1934, as amended) of
consents, other than corporate action by written consent taken pursuant to
solicitations of not more than ten (10) persons. For purposes of this Section of
this Article II, a consent solicitation shall be deemed to have commenced when a
proxy statement or information statement containing the information required by
law is first furnished to the Corporation's stockholders.

         Consents to corporate action shall be valid for a maximum of sixty (60)
days after the date of the earliest dated consent delivered to the Corporation
in the manner provided in Section 228(c) of the Delaware General Corporation
Law. Consents may be revoked by written notice (i) to the Corporation, (ii) to
the stockholder or stockholders soliciting consents or soliciting revocations in
opposition to action by consent proposed by the Corporation (the "Soliciting
Stockholders"), or (iii) to a proxy solicitor or other agent designated by the
Corporation or the Soliciting Stockholders.

         Notwithstanding the foregoing, if independent counsel to the
Corporation delivers to the Corporation a written opinion stating, or a court of
competent jurisdiction determines, that this Section of this Article II, or any
portion thereof, is illegal with respect to any corporate action to be taken by
written consent for which a consent has theretofore been delivered to the
Corporation, in the manner provided in Section 228(c) of the Delaware General
Corporation Law, whether prior or subsequent to the date of the adoption of this
Section of this Article II, then this Section of this Article II, or such
portion thereof, as the case may be, shall after the date of such delivery of
such opinion or such determination be null and void and of no effect with
respect to any other corporate action to be taken by written consent.

Section 12.       PROXIES

         A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accompanied by the stockholder
or his authorized officer, director, employee or agent signing such writing or
causing his signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature. A stockholder may
authorize another person or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission, provided


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<PAGE>

that any such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. If it is determined that such telegram, cablegram
or other electronic transmission is valid, the inspectors, or, if there are no
inspectors, such other persons making that determination shall specify the
information upon which they relied.

         Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this section may be substituted
or used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

         A validly executed proxy that does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the person
executing it by a writing delivered to the Corporation prior to the meeting
stating that the proxy is revoked, or if in attendance at the meeting, by a
writing delivered to the Secretary of the meeting prior to the voting of the
proxy, or by a subsequent proxy executed by the same person and delivered to the
Corporation prior to the meeting or to the Secretary of the meeting prior to the
voting of the proxy; or (ii) written notice of the death or incapacity of the
maker of that proxy is received by the Corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after the
expiration of three (3) years from the date of the proxy, unless otherwise
provided in the proxy. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as levy as, it is coupled with an
interest sufficient in law to support an irrevocable power.

Section 13.       VOTING PROCEDURES AND INSPECTORS OF ELECTION FOR CERTAIN
                  CORPORATIONS

         If the Corporation is listed on a national securities exchange, is
authorized for quotation on an inter-dealer quotation system or has shares held
of record by more than 2,000 stockholders the following provisions shall apply:

         (a)      The Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. 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 his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

         (b)      The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (ii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) 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 the inspectors in the


                                       8
<PAGE>

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 revocation
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Delaware Court of Chancery upon application by a
stockholder shall determine otherwise.

         (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 Section 212(c)(2) of the General Corporation Law of the State of Delaware,
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)(v) 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.

Section 14.       LIST OF STOCKHOLDERS

         The Secretary of the corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.


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                             ARTICLE III - DIRECTORS

Section 1.        POWERS

         Subject to limitations of the Certificate of Incorporation, or the
Bylaws, and of the Delaware General Corporation Law as to action which shall be
authorized or approved by the stockholders, by the outstanding shares or by a
less than majority vote of a class or series of preferred shares, and subject to
the duties of directors as prescribed by the Bylaws, all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the board of directors. The board of
directors may elect a Chairman of the Board from among the members of the board
of directors.

Section 2.        NUMBER OF DIRECTORS

         The number of directors of the Corporation which shall constitute the
whole board of directors shall be not less than one (1) nor more than nine (9)
with the exact number as the board shall from time to time fix by resolution
adopted by the affirmative vote of at least 75% of the continuing directors.
Directors need not be stockholders. Each of the directors of the Corporation
shall hold office until his successor shall have been duly qualified or until he
shall resign or shall have been removed in the manner hereinafter provided.

Section 3.        ELECTION AND TERM OF OFFICE

         As provided in the Corporation's Certificate of Incorporations, the
Board of Directors shall be divided into three classes, each class to be as
nearly equal in number as possible.

         Only persons who are nominated in accordance with the procedures set
forth in this Section 3 shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 3. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal office of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person; (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any other
information relating to such person


                                       10
<PAGE>

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 without
limitation such persons' written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. 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. No person shall be eligible for
election as a Director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 3. 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 the Bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

Section 4.        VACANCIES

         Any vacancies in the Board of Directors for any reason, and any newly
created directorships resulting from any increase in the Board of Directors for
any reason, and any newly created directorships resulting from any increase in
the number of directors, may be filled only by the Board of Directors, acting by
vote of 75% of the directors then in office, although less than a quorum, and
any directors so chosen shall hold office until the next election of the class
for which such directors shall have been chosen and until their respective
successor shall be duly elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent director. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more series of Preferred Stock shall have the right, voting separately as
a class, to elect one or more directors of the Corporation, the terms of the
director or directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders and vacancies created with respect to
any directorship of the directors so elected may be filled in the manner
specified by such Preferred Stock.

Section 5.        REMOVAL OF DIRECTORS

         Any director or the entire board of directors may be removed only as
provided in the Certificate of Incorporation.

Section 6.        RESIGNATION OF DIRECTOR

         Any director may resign effective upon giving written notice to the
Corporation (to a board member or to every board member), unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation is effective at a future date, a successor may be elected to take
office when the resignation becomes effective.


                                       11
<PAGE>

Section 7.        PLACE OF MEETING

         Regular meetings of the board of directors shall be held at any place
within or outside the State of Delaware which has been designated from time to
time by resolution of the board or by written consent of all members of the
board. In the absence of such designation, regular meetings shall be held at the
principal office of the Corporation. Special meetings of the board may be held
either at a place so designated or at the principal office. Members of the board
may participate in a meeting through use of a conference telephone or similar
communication equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting by means of the above-described
procedure shall constitute presence in person at such meeting.

Section 8.        ANNUAL MEETING

         Immediately following each annual meeting of stockholders, the board of
directors shall hold a regular meeting for the purpose of organization, election
of officers and the transaction of other business. Notice of such meeting is
hereby dispensed with.

Section 9.        SPECIAL MEETINGS

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the Chairman of the Board or the President or any
two directors.

         Written notice of the date, time and place of special meetings shall be
delivered personally to each director or sent to each director by first-class
mail, by telegraph, facsimile or by other form of written communication, charges
prepaid, addressed to him at his address as it appears upon the records of the
Corporation or, if it is not so shown or is not readily ascertainable, at the
place in which the meetings of directors are regularly held. The notice need not
state the purpose of the meeting. In case such notice is mailed, it shall be
deposited in the United States mail in the place in which the principal office
of the Corporation is located at least five (5) days prior to the time of the
meeting. In case such notice is delivered personally, transmitted by facsimile
or other electronic means or telegraphed, it shall be so delivered or deposited
with the telegraph company or electronically transmitted at least forty-eight
(48) hours prior to the time of the meeting. Such mailing, delivery,
telegraphing or transmitting, as above provided, shall be due, legal and
personal notice to such director.

Section 10.       ADJOURNMENT

         A majority of the directors present, whether or not a quorum is
present, may adjourn any directors' meeting to another time and place.

Section 11.       NOTICE OF ADJOURNMENT


                                       12
<PAGE>

         If a meeting is adjourned for more than twenty-four (24) hours, notice
of any adjournment to another time or place shall be given prior to the time of
the adjourned meeting to the directors who were not present at the time of
adjournment.

Section 12.       WAIVER OF NOTICE

         The transactions at any meeting of the board of directors, however
called and noticed, or wherever held, shall be as valid as though such
transactions had occurred at a meeting duly held after regular call and notice
if a quorum be present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice of or consent to holding
the meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. The waiver of notice need not state the purpose for
which the meeting is or was held.

Section 13.       QUORUM AND VOTING

         A majority of the authorized number of directors shall be necessary to
constitute a quorum for the transaction of business, except to adjourn as
hereinabove provided. Every act or decision done or made by a majority of the
directors at a meeting duly held at which a quorum is present shall be regarded
as an act of the board of directors unless a greater number be required by law
or by the Certificate of Incorporation. However, 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 such meeting.

Section 14.       FEES AND COMPENSATION

         Directors shall not receive any stated salary for their services as
directors, but, by resolution of the board, a fixed fee, with or without
expenses of attendance, may be allowed to directors not receiving monthly
compensation for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity, as an officer, agent, employee or otherwise, from receiving
compensation therefor.

Section 15.       ACTION WITHOUT MEETING

         Any action required or permitted to be taken by the board of directors
under the Delaware General Corporation Law may be taken without a meeting if all
members of the board individually or collectively consent in writing to such
action. Such consent or consents shall be filed with the minutes of the meetings
of the board.

Section 16.       COMMITTEES OF DIRECTORS

         The board may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one (1) or more
of the directors of the Corporation. Any


                                       13
<PAGE>

such committee, to the extent provided in the resolution of the board and except
as otherwise limited by law, shall have and may exercise all the powers and
authority of the board 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. Any such committee shall keep written minutes of
its meetings and report the same to the board at the next regular meeting of the
board. In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board to act at the meeting in the place of any such absent or
disqualified member.

                              ARTICLE IV - OFFICERS

Section 1.        OFFICERS

         The officers of the Corporation shall be chosen by the board of
directors and shall be a Chief Executive Officer and/or a President, and a
Secretary and Chief Financial Officer (Treasurer). The board of directors may
also choose a Chairman of the Board, a Chief Operating Officer, one or more
Vice-Presidents, one or more Executive Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers with such titles
and duties as may be appointed in accordance with the provisions of Section 3 of
this Article. Any number of offices may be held by the same person.

Section 2.        ELECTION

         The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen annually by the board of directors, and each shall hold
his office until he shall resign or shall be removed or otherwise disqualified
to serve or his successor shall be elected and qualified.

Section 3.        SUBORDINATE OFFICERS

         The board of directors may appoint such other officers 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 the Bylaws or as
the board of directors may from time to time determine.

Section 4.        REMOVAL AND RESIGNATION

         Any officer may be removed, either with or without cause, by a majority
of the directors at the time in office, 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.


                                       14
<PAGE>

         Any officer may resign at any time by giving written notice to the
board of directors or to the Chief Executive Officer, President or to the
Secretary of the Corporation. Any such resignation shall take effect at the date
of the receipt of such notice or any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 5.        VACANCIES

         A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
the Bylaws for regular appointments to such office.

Section 6.        CHAIRMAN OF THE BOARD

         The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the board of directors and stockholders and
exercise and perform all such other powers and duties as may from time to time
be assigned to him by the board of directors or prescribed by the Bylaws.

Section 7.        CHIEF EXECUTIVE OFFICER

         The Chief Executive Officer, if there shall be such an officer, shall
be the chief executive of the Corporation, shall preside at all meetings of the
stockholders and the board of directors in the absence of a Chairman of the
Board, and shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. The Chief Executive Officer shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except when required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
Corporation.

Section 8.        PRESIDENT

         In the event a Chief Executive Officer is not elected, or in the event
that the Chief Executive Officer elected by the board of directors is unable to
act, or refuses to act, the President, if there shall be such an officer, shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer. The President shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

Section 9.        VICE PRESIDENTS

         In the absence or disability of the President and the Chief Executive
Officer, the Executive Vice President or Vice Presidents in order of their rank
as fixed by the board of directors or, if not


                                       15
<PAGE>

ranked, the Executive Vice President 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 and Chief Executive Officer. Each Vice
President shall have such other powers and shall perform such other duties as
from time to time may be prescribed for him by the board of directors or the
Bylaws, and the President or the Chief Executive Officer.

Section 10.       SECRETARY

         The Secretary shall keep, or cause to be kept, at the principal office
of the Corporation, or such other place as the board of directors may order, a
book of minutes of all meetings of directors and stockholders, with the time and
place of holding, whether regular or special and, if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meeting and the
proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent, a share register or a
duplicate share register showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and the
date of certificates issued for the same, 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 the
meetings of the stockholders and of the board of directors required by the
Bylaws or by law to be given, shall keep the seal of the Corporation in safe
custody and shall have such other powers and shall perform such other duties as
from time to time may be prescribed by the board of directors, the Bylaws, or
the President or Chief Executive Officer.

Section 11.       ASSISTANT SECRETARIES

         In the absence or disability of the Secretary, the Assistant
secretaries in order of their rank as fixed by the board of directors or, if not
ranked, the Assistant Secretary designated by the board of directors shall
perform all the duties of the Secretary and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary. Each
Assistant Secretary shall have such other powers and shall perform such other
duties as from time to time may be prescribed by the board of directors or the
Bylaws.

Section 12.       CHIEF FINANCIAL OFFICER (TREASURER)

         The Chief Financial Officer shall be the Treasurer. The Treasurer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and shares.

         The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of


                                       16
<PAGE>

the Corporation with such depositories as may be designated by the board of
directors. He shall be responsible for the proper disbursement of the funds of
the Corporation as may be ordered by the board of directors or the President or
Chief Executive Officer and shall render to the President or board of directors,
whenever they request it, an account of all of his transactions as Treasurer and
of the financial condition of the Corporation. The Treasurer shall prepare a
proper annual budget of income and expenses for each calendar year, revised
quarterly, for approval of or revision by the board of directors and shall be
responsible for the handling of finances in connection therewith. He shall have
such other powers and shall perform such other duties as may be prescribed by
the board of directors and the President or Chief Executive Officer. He shall
see that all officers signing checks are bonded in such amounts as may be fixed
from time to time by the board of directors.

Section 13.       ASSISTANT FINANCIAL OFFICERS

         In the absence of or disability of the Treasurer, the assistant
financial officers in order of their rank or, if not ranked, the assistant
financial officer designated by the board of directors shall perform all the
duties of the Treasurer and, when so acting, shall have the powers of and be
subject to all the restrictions upon the Treasurer. Each assistant financial
officer shall have such other powers and perform such other duties as from time
to time may be prescribed for him by the board of directors or the Bylaws and
the President or Chief Executive Officer.

Section 14.       SALARIES

         Salaries of officers and other stockholders employed by the Corporation
shall be fixed periodically by the board of directors or established under
agreement with the officers or stockholders approved by the board of directors.
No officer shall be prevented from receiving this salary because he is also a
director of the Corporation.

                           ARTICLE V - SHARES OF STOCK

Section 1.        SHARE CERTIFICATES

         The certificates of shares of the capital stock of the Corporation
shall be in such form consistent with the Certificate of Incorporation and the
laws of the State of Delaware as shall be approved by the board of directors. A
certificate or certificates for shares of the capital stock of the Corporation
shall be issued to each stockholder when any of these shares are fully paid, and
the board of directors may authorize the issuance of certificates or shares as
partly paid provided that these certificates shall state the amount of the
consideration to be paid for them and the amount paid. All such certificates
shall be signed by the Chairman of the Board or the President or a Vice
President, and by the Treasurer or an assistant financial officer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the stockholder. Any or all of the signatures
on the certificate may be by facsimile.




                                       17
<PAGE>

Section 2.        TRANSFER OF SHARES

         Subject to the provisions of law, upon the surrender to the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment 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 3.        LOST OR DESTROYED CERTIFICATE

         The holder of any shares of stock of the Corporation shall immediately
notify the Corporation of any loss or destruction of the certificate therefor,
and the Corporation may issue a new certificate in the place of any certificate
theretofore issued by it alleged to have been lost or destroyed, upon approval
of the board of directors. The board may, in its discretion, as a condition to
authorizing the issue of such new certificate, require the owner of the lost or
destroyed certificate, or his legal representative, to make proof satisfactory
to the board of directors of the loss or destruction thereof and to give the
Corporation a bond or other security, in such amount and with such surety or
sureties as the board of directors may determine, as indemnity against any claim
that may be made against the Corporation on account of any such certificate so
alleged to have been lost or destroyed.

                          ARTICLE VI - INDEMNIFICATION

Section 1.        INDEMNITY OF OFFICERS, DIRECTORS, EMPLOYEES AND OTHER AGENTS

         The Corporation shall have power to indemnify each of its agents as
provided in the Corporation's Certificate of Incorporation. For purposes of this
Article, an "agent" of the Corporation includes any person who is or was a
director, officer, employee or other 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; or was a director, officer, employee or agent of a corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation.

Section 2.        INSURANCE

         Upon resolution passed by the board, the Corporation may 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 or as a member of any
committee or similar body against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article or applicable law.


                                       18
<PAGE>

Section 3.        NON-EXCLUSIVITY

         The right of indemnity and advancement of expenses provided herein
shall not be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses from the Corporation may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. Any agreement for indemnification of
or advancement of expenses to any director, officer, employee or other person
may provide rights of indemnification or advancement of expenses which are
broader or otherwise different from those set forth herein.

                        ARTICLE VII - RECORDS AND REPORTS

Section 1.        MAINTENANCE AND STOCKHOLDER INSPECTION OF CORPORATE AND
                  STOCKHOLDER RECORDS

         The accounting books and records and minutes of proceedings of the
stockholders and the board of directors and any committee or committees of the
board of directors shall be kept at such place or places designated by the board
of directors, or, in the absence of such designation, at the principal executive
office of the Corporation. The minutes shall be kept in written form, and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The Corporation's stock
ledger, a list of its stockholders, and its other books and records shall be
open to inspection and to make copies or extracts therefrom, upon the written
demand of any stockholder of record or holder of a voting trust certificate,
under oath stating the purpose thereof at any reasonable time during usual
business hours. The inspection may be made in person or by an agent or attorney
and shall include the right to copy and make extracts. If the inspection is made
by an agent or attorney, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder at its principal office. Where the
stockholder seeks to inspect the Corporation's books and records other than its
stock ledger or list of stockholders, he shall first establish that (1) he has
complied with this section respecting the form and manner of making demand for
inspection of such documents, and (2) that the inspection he seeks is for a
proper purpose. The demand under oath shall be directed to the Corporation at
its registered office in Delaware or at its principal place of business.

Section 2.        INSPECTION BY DIRECTORS

         Any director shall have the right to examine during usual business
hours, 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.

                        ARTICLE VIII - GENERAL PROVISIONS


                                       19
<PAGE>

Section 1.        DIVIDENDS

         Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Certificate of Incorporation.

Section 2.        RESERVES

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

Section 3.        ANNUAL STATEMENT

         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 IX - MISCELLANEOUS

Section 1.        CHECKS, DRAFTS, ETC.

         All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as from
time to time shall be determined by resolution of the board of directors.

Section 2.        CONTRACTS, ETC., HOW EXECUTED

         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;
and, unless so authorized by the board of directors, 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 to render it liable for any
purpose or to any amount.

Section 3.        REPRESENTATION OF SHARES OF OTHER CORPORATIONS


                                       20
<PAGE>

         The President or Chief Executive Officer or, in the event of his
absence or inability to serve, any Vice President and the Secretary or Assistant
Secretary of this Corporation are authorized to vote, represent and exercise, on
behalf of this Corporation, all rights incidental to any and all shares of any
other corporation standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.

Section 4.        LOANS TO OFFICERS

         The board of directors alone is authorized to approve any loan or
guaranty to an officer of the Corporation, whether or not a director, or an
employee benefit plan authorizing such a loan or guaranty to an officer, by a
vote sufficient without counting the vote of any interested director or
directors if the board determines that such a loan or guaranty or plan may
reasonably be expected to benefit the Corporation.

                        ARTICLE X - AMENDMENTS OF BYLAWS

Section 1.        AMENDMENT BY STOCKHOLDERS

         New Bylaws may be adopted or these Bylaws may be amended or repealed by
the vote or written consent of at least two-thirds (2/3rds) of the total voting
power of the Corporation, except as otherwise provided by the Certificate of
Incorporation.

Section 2.        AMENDMENT BY DIRECTORS

         Subject to the rights of the stockholders as provided in Section 1 of
this Article X, Bylaws may be adopted, amended, or repealed by the board of
directors if such power is conferred upon the directors in the Certificate of
Incorporation.


                                       21
<PAGE>

                       CERTIFICATION OF ADOPTION OF BYLAWS

         I, Michael T. Schieber, hereby certify that:

         1.       I am the Secretary of DBS Industries, Inc., a Delaware
corporation (the "Corporation"); and

         2.       The foregoing Bylaws, consisting of twenty-one (21) pages, are
a true and correct copy of the Bylaws of the Corporation as duly adopted by
approval of the Board of Directors of the Corporation by Unanimous Written
Consent effective February __, 1999.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation this ___ day of February, 1999.



                                       -----------------------------------------
                                       Michael T. Schieber, Secretary


                                       22