B Y L A W S

                                        O F

                          WORLDPORT COMMUNICATIONS, INC.




                              A Delaware Corporation



                                 TABLE OF CONTENTS

  ARTICLE I - Offices.......................................................  

       Section 1.01.  Offices...............................................  1

  ARTICLE II - Shares.......................................................  1
  
       Section 2.01.  Shares................................................  1

  ARTICLE III - Preemptive Rights...........................................  1

       Section 3.01.  Preemptive Rights.....................................  1

  ARTICLE IV - Perpetual Existence..........................................  2

       Section 4.01.  Perpetual Existence..................................  2

  ARTICLE V - Non-Liability of Shareholders................................   2

       Section 5.01.  Non-Liability of Shareholders........................  2

  ARTICLE VI - Indemnification.............................................   2

       Section 6.01.  Indemnification......................................  2

  ARTICLE VII - Meeting of Shareholders....................................  3

       Section 7.01.  Place of Meeting.....................................  3
       Section 7.02.  Annual Meeting.......................................  3
       Section 7.03.  Special Meetings.....................................  3
       Section 7.04.  Notice of Meetings...................................  3
       Section 7.05.  Quorum, Manner of Acting and
                 Adjournment....................................3
       Section 7.06.  Organization.........................................  4
       Section 7.07.  Notice of Business...................................  4
       Section 7.08.  Voting; Proxies......................................  5
       Section 7.09.  Voting Lists.........................................  6
       Section 7.10.  Consent of Shareholders in Lieu of
                  Meeting..................................... 6

  ARTICLE VIII - Board of Directors.......................................   7

       Section 8.01.  Powers...............................................  7
       Section 8.02.  Number, Term of Office and
                  Qualification...............................  7
       Section 8.03.  Nomination of Directors..............................  7
       Section 8.04.  Vacancies............................................  9
       Section 8.05.  Resignations.........................................  9
       Section 8.06.  Organization.........................................  9
       Section 8.07.  Place of Meeting.....................................  9
       Section 8.08.  Organization Meeting................................. 10
       Section 8.09.  Regular Meetings..................................... 10
       Section 8.10.  Special Meetings..................................... 10
       Section 8.11.  Quorum, Manner of Acting and
                  Adjournment................................. 10
       Section 8.12.  Action by Unanimous Written
                  Consent..................................... 10
       Section 8.13.  Interested Directors or Officers..................... 11
       Section 8.14.  Compensation......................................... 11
       Section 8.15.  Committees........................................... 11

  ARTICLE IX - Notices - Waivers - Meetings...............................  12

       Section 9.01.  What Constitutes Notice.............................. 12
       Section 9.02.  Waivers of Notice.................................... 13
       Section 9.03.  Conference Telephone Meetings........................ 13

  ARTICLE X - Officers..................................................... 13

       Section 10.01.  Number, Qualifications and
  Designation................................. 13
       Section 10.02.  Election and Term of Office......................... 13
       Section 10.03.  Subordinate Officers, Committees and
                  Agents............................. 14
       Section 10.04.  Resignations........................................ 14
       Section 10.05.  Removal............................................. 14
       Section 10.06.  Vacancies........................................... 14
       Section 10.07.  General Powers...................................... 14
       Section 10.08.  The President....................................... 14
       Section 10.09.  The Chairman........................................ 15
       Section 10.10.  The Vice Presidents................................. 15
       Section 10.11.  The Secretary....................................... 15
       Section 10.12.  The Treasurer....................................... 15
       Section 10.13.  Officer's Bonds..................................... 16
       Section 10.14.  Compensation........................................ 16

  ARTICLE XI - Certificates of Stock, Transfer, Etc.......................  16

       Section 11.01.  Issuance............................................ 16
       Section 11.02.  Transfer............................................ 16
       Section 11.03.  Stock Certificates.................................. 17
       Section 11.04.  Lost, Stolen, Destroyed, or Mutilated
                  Certificates...................... 17
       Section 11.05.  Record Holder of Shares............................. 17
       Section 11.06.  Determination of Shareholders of
                  Record...................................... 17

  ARTICLE XII - Indemnification of Directors, Officers, Etc................ 18

       Section 12.01.  Directors and Officers; Third Part
                  Actions.....................................18
       Section 12.02.  Directors and Officers; Derivative
                  Actions.................................... 19
       Section 12.03.  Employees and Agents................................ 19
       Section 12.04.  Procedure for Effecting
                  Indemnification.............................. 19
       Section 12.05.  Advancing Expenses.................................. 20
       Section 12.06.  Scope of Article.................................... 20

  ARTICLE XIII - Insurance..................................................  21

       Section 13.01.  Insurance Against Liability Asserted Against Directors,
                  Officers, Etc.........21

  ARTICLE XIV - Miscellaneous...............................................  21

       Section 14.01.  Corporate Seal...................................... 21
       Section 14.02.  Checks.............................................. 21
       Section 14.03.  Contracts........................................... 21
       Section 14.04.  Inspection.......................................... 22
       Section 14.05.  Fiscal Year......................................... 22

  ARTICLE XV - Amendments...................................................  22

       Section 15.01.  Amendments.......................................... 22


                                      BYLAWS

                                        OF

                          WORLDPORT COMMUNICATIONS, INC.


                                     ARTICLE I

                                      Offices

       Section 1.01. Offices.  The corporation may have offices at such places
  within or without the State of Delaware as the Board of Directors  may from
  time to time determine or the business of the corporation may require, 
  provided that the corporation maintains a registered office within the State
  of Delaware.

                                    ARTICLE II

                                      Shares

       Section 2.01.  Shares.  The Board of Directors  shall have authority to
  authorize  the  issuance,  from time to time without any vote or other action
  by the shareholders,  of any or all shares of stock of the corporation of any
  class at any time authorized,  and any securities convertible into or
  exchangeable for any such shares, in each case to such persons and for such
  consideration, and on such  terms  as the  Board  of  Directors  from  time
  to time in its discretion lawfully may determine.  Shares so issued,  for
  which the consideration has been paid to the corporation, shall be fully paid
  stock and the holders of such stock shall not be liable for any further call
  or assessment thereon.


                                    ARTICLE III

                                 Preemptive Rights

       Section  3.01.   Preemptive  Rights.  No  common  shareholder  of  this
  corporation  shall by reason of such  shareholder  holding  common shares of
  any class have any preemptive or preferential rights of purchase to subscribe
  to any shares of any class of this corporation,  now or hereafter to be
  authorized,  or any notes,  debentures,  bonds or other securities 
  convertible into or carrying options or warrants  to purchase  shares of any
  class,  now or  hereafter  to be authorized,  whether or not the  issuance 
  of any such  shares,  or such  notes, debentures,  bonds or other 
  securities,  would adversely affect the dividend or voting rights of such
  shareholder,  other than such rights, if any, as the Board of Directors,  in
  its discretion  from time to time, may grant and at such price as the Board
  of Directors in its  discretion may fix; and the Board of Directors may issue 
  shares of any class of this  corporation,  or any notes,  debentures, bonds,
  or other  securities  convertible into or carrying options or warrants to
  purchase  shares of any class,  without  offering  any such shares of any
  class, either in whole or in part, to the existing shareholders of any class.

                                    ARTICLE IV

                                Perpetual Existence

       Section 4.01.  Perpetual  Existence.  The  corporation is to have
  perpetual existence.

                                     ARTICLE V

                           Non-Liability of Shareholders

       Section 5.01.  Non-Liability of  Shareholders.  The private property of
  the shareholders  shall not be subject  to the  payment  of  corporate  debts
  to any extent whatsoever.

                                    ARTICLE VI

                                  Indemnification

       Section  6.01.  Indemnification.   The  corporation  shall  have  power 
  to indemnify any person, including present or former directors, officers,
  trustees, employees  or agents of the  corporation  or any person who 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, to the extent  permitted  by the General  Corporation 
  Law of  Delaware  and/or the Bylaws of the  corporation.  Such 
  indemnification  shall be in  addition to all other  rights to which  those 
  indemnified  may be entitled  under any  statute, bylaw, agreement, vote of
  shareholders or otherwise.

                                    ARTICLE VII

                              Meeting of Shareholders

       Section 7.01. Place of Meeting. All meetings of the shareholders of the
  Corporation shall be held in Wilmington, Delaware, or at such other place
  within or  without  the  State  of  Delaware  as shall be  designated  by the 
  Board of Directors in the notice of such meeting. 

       Section 7.02.  Annual Meeting.  The Board of Directors may fix the date
  and time of the annual meeting of the shareholders, but if no such date and
  time is fixed by the Board of  Directors,  the meeting for any calendar year
  shall be held on the  second  Tuesday  of June,  if not a legal  holiday, 
  and if a legal holiday,  then on the next  succeeding day which is not a
  legal holiday.  At the annual meeting,  the  shareholders  then entitled to
  vote shall elect by written ballot  directors  and shall  transact  such
  other  business as may  properly be brought before the meeting.

       Section 7.03. Special Meetings. Except as provided in the corporation's
  Certificate  of  Incorporation,  special  meetings  of the  shareholders  of
  the corporation  for any  purpose or purposes  for which  meetings  may 
  lawfully be called,  may be called at any time for any  purpose or  purposes
  by the Board of Directors or by any person or committee  expressly so
  authorized by the Board of Directors and by no other person or persons.  At
  any time,  upon written request of any person or persons who have duly called
  a special  meeting,  which written request shall state the purpose or
  purposes of the meeting, it shall be the duty of the Secretary to fix the
  date of the meeting to be held at such date and time as the  Secretary  may
  fix, not less than ten (10) nor more than sixty (60) days after  the  receipt 
  of the  request,  and to give due  notice  thereof.  If the Secretary  shall 
  neglect or refuse to fix the time and date of such meeting and give notice
  thereof, the person or persons calling the meeting may do so.

       Section 7.04. Notice of Meetings. Written notice of the place, date and
  hour of every meeting of the shareholders,  whether annual or special,  shall
  be given not less than ten (10) nor more than  sixty  (60) days  before the
  date of the meeting to each shareholder of record entitled to vote at the
  meeting. Every notice of a special meeting shall state the purpose or
  purposes thereof.

       Section 7.05. Quorum, Manner of Acting and Adjournment.  The holders of
  a majority of the stock issued and  outstanding  (not including  treasury
  stock) and  entitled  to vote at a meeting  of the  shareholders,  present in
  person or represented  by  proxy,  shall  constitute  a  quorum  at  all 
  meetings of the shareholders  for the  transaction of business  except as
  otherwise  provided by statute,  by the Certificate of Incorporation or by
  these Bylaws. If, however, a quorum shall not be present or represented  at
  any meeting of the  shareholders, the shareholders  entitled to vote thereat, 
  present in person or represented by proxy, shall have power to adjourn the
  meeting from time to time, without notice other  than  announcement  at the 
  meeting,  until a quorum  shall be present or represented.  At any such
  adjourned meeting,  at which a quorum shall be present or represented,  any
  business may be transacted which might have been transacted at the meeting as
  originally noticed. 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
  shareholder of record entitled to vote at the meeting.  When a quorum is
  present at any  meeting,  the vote of the holders of the  majority  of the
  stock  having voting  power  present  in person  or  represented  by proxy 
  shall  decide  any questions brought before such meeting, unless the question
  is one upon which, by express provision of the applicable statute, the
  Certificate of Incorporation or these Bylaws, a different vote is required,
  in which case such express provision shall  govern and  control  the 
  decision  of such  question.  Except upon those questions governed by the
  aforesaid express provisions, the shareholders present in person or by proxy
  at a duly  organized  meeting can  continue to do business until adjournment, 
  notwithstanding  withdrawal of enough  shareholders to leave less than a
  quorum.

       Section 7.06. Organization.  At every meeting of the shareholders,  the
  President, or in the case of vacancy in office or absence of the President,
  such person as may be designated by the Board of Directors,  shall act as
  Chairman of such meeting,  and the Secretary,  or, in the Secretary's 
  absence, an assistant secretary,   or  in  the  absence  of  both  the 
  Secretary  and  the  assistant secretaries,  a person  appointed  by the 
  Chairman of the Meeting  shall act as Secretary.

       Section 7.07.  Notice of Business.  No business may be transacted at an
  annual meeting of shareholders, other than business that is either (a)
  specified in the  notice  of  meeting  (or  any  supplement  thereto)  given 
  by or at the direction of the Board of Directors (or any duly authorized 
  committee thereof), (b) otherwise  properly brought before the annual meeting
  by or at the direction of the Board of Directors (or any duly  authorized 
  committee  thereof),  or (c) otherwise  properly  brought before the annual
  meeting by any shareholder of the Corporation  (i) who is a shareholder of
  record on the date of the giving of the notice  provided  for herein,  and on
  the record date for the  determination  of shareholders entitled to vote at
  such annual meeting, and (ii) who complies with the notice procedures set
  forth below.

           In addition to any other  applicable  requirements,  for business to
  be properly  brought before an annual Meeting by a  shareholder,  such 
  shareholder must have given timely notice thereof in proper written form to
  the Secretary of the Corporation.

           To be timely, a shareholder's notice to the Secretary must be
  delivered to or mailed and received at the principal  executive offices of
  the Corporation not less  than  sixty  (60)  days nor more than  ninety  (90)
  days  prior to the anniversary  date of the immediately  preceding  annual
  meeting of shareholders; provided,  however,  that in the event that the 
  annual  meeting is called for a date that is not within thirty (30) days
  before or after such anniversary  date, notice by the  shareholder  to be
  timely must be so received  not later than the close of business on the tenth
  (10th) day following the day on which such notice of the date of the annual 
  meeting was mailed or such public disclosure  of the date of the annual
  meeting was made, whichever first occurs.

           To be in proper written form, a  shareholder's  notice to the
  Secretary must set forth as to each matter such  shareholder  proposes to
  bring before the annual  meeting (i) a brief  description  of the business 
  desired to be brought before the annual  meeting and the reasons for 
  conducting  such business at the Annual Meeting, (ii) the name and record
  address of such shareholder,  (iii) the class or series and number of shares
  of capital stock of the  Corporation  which are owned  beneficially or of
  record by such shareholder,  (iv) a description of all arrangements or
  understandings between such shareholder and any other person or persons 
  (including  their  names) in  connection  with the  proposal of such business
  by such  shareholder and any material  interest of such  shareholder in such
  business,  and (v) a representation that such shareholder intends to appear
  in person or by proxy at the annual  meeting to bring such  business  before
  the meeting.

           No business  shall be conducted at the annual  meeting of 
  shareholders except  business  brought  before the  annual  meeting  in 
  accordance  with the procedures set forth herein;  provided,  however,  that, 
  once business has been properly  brought before the annual meeting in
  accordance with such  procedures, nothing  in this  paragraph  shall  be 
  deemed  to  preclude  discussion  by any shareholder  of  any  such 
  business.  If  the  Chairman  of an  annual  meeting determines  that
  business was not properly  brought before the annual meeting in accordance 
  with the  foregoing  procedures,  the Chairman  shall declare to the meeting
  that the business was not properly  brought  before the meeting and such
  business shall not be transacted.

       Section 7.08. Voting;  Proxies. Each shareholder shall at every meeting
  of the shareholders be entitled to one vote in person or by proxy for each
  share of  common  stock  and the  number  of  votes  per  share as 
  designated  in the designation  of rights  adopted with  respect to each
  share of  preferred  stock registered in such  shareholder's  name on the
  books of the  corporation  on the record date for such  meeting.  All 
  elections of directors  shall be by written ballot,  unless  waived by the 
  shareholders  present or unless  action is taken pursuant to Section 7.09 of
  the Bylaws.  The vote upon any other matter need not be by  ballot.  No proxy 
  shall be voted  after  three (3) years  from its date, unless the proxy
  provides for a longer period.  Every proxy shall be executed in writing  by 
  the   shareholder  or  by  such   shareholder's   duly   authorized attorney-
  in-fact  and filed  with the  Secretary  of the  corporation.  A proxy,
  unless coupled with an interest, shall be revocable at will, notwithstanding
  any other  agreement  or any  provisions  in the  proxy  to the  contrary, 
  but  the revocation of a proxy shall not be effective until notice thereof
  has been given to the Secretary of the corporation.  A duly executed proxy
  shall be irrevocable if it states that it is  irrevocable  and if, and only
  as long as, it is coupled with an interest  sufficient in law to support an
  irrevocable power. A proxy may be made irrevocable  regardless of whether the
  interest with which it is coupled is an interest in the stock itself or an
  interest in the corporation generally. A proxy  shall not be revoked by the
  death or  incapacity  of the maker  unless, before the vote is counted or the
  authority is exercised, written notice of such death or incapacity is given
  to the Secretary of the corporation. 

       Section  7.09.  Voting  Lists.  The officer who has charge of the stock
  ledger of the corporation  shall prepare and make, at least ten (10) days
  before every meeting of shareholders,  a complete list of the shareholders 
  entitled to vote at the meeting.  The list shall be arranged in  alphabetical 
  order showing the address of each shareholder and the number of shares 
  registered in the name of  each  shareholder.  Such  list  shall  be  open 
  to the  examination  of any shareholder,  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
  shareholder who is present.

       Section  7.10.  Consent  of  Shareholders  in Lieu of  Meeting.  Unless
  otherwise  provided in the Certificate of Incorporation,  any action required
  by law to be  taken  at any  annual  or  special  meeting  of  shareholders 
  of the corporation,  or any action which may be taken at any annual or
  special  meeting of such shareholders,  may be taken without a meeting, 
  without prior notice and without a vote,  if a consent  in  writing,  setting 
  forth the action so taken, shall be signed by the  holders of  outstanding 
  stock  having not less than the minimum number of votes that would be
  necessary to authorize or take such action at a meeting at which all shares 
  entitled  to vote  thereon  were  present  and voted.  Prompt notice of the
  taking of the corporate action without a meeting by less than unanimous 
  written  consent shall be given to those  shareholders  who have not
  consented in writing.

                                   ARTICLE VIII

                                Board of Directors

       Section 8.01.  Powers. The management of the corporation shall be under
  the  direction  of the Board of  Directors;  and all powers of the 
  corporation, except those  specifically  reserved or granted to the 
  shareholders by statute, the  Certificate  of  Incorporation  or these
  Bylaws,  are hereby granted to and vested in the Board of Directors.

       Section 8.02. Number,  Term of Office and  Qualification.  The Board of
  Directors shall consist of such number of directors,  not less than three (3)
  or more  than  nine  (9),  as may be  determined  from time to time by the
  Board of Directors  subject to the provisions of the  Certificate of 
  Incorporation.  The term of each  director  shall be for one year  from the
  date of such  director's election;  however,  each director shall serve until
  such  director's  successor shall have been duly elected and  qualified, 
  unless such director shall resign, become  disqualified,  disabled or shall 
  otherwise  be removed.  At each annual election, the directors chosen to
  succeed those whose terms then expire shall be for the same term as the
  directors they succeed.

       Section 8.03.  Nomination of Directors.  Only persons who are nominated
  in accordance  with the following  procedures  shall be eligible for election
  as directors  of  the  corporation,  except  as may be  otherwise  provided 
  in the Certificate of Incorporation, or otherwise, with respect to the right
  of holders of  preferred  stock to nominate  and elect a specified  number of 
  directors in certain  circumstances.  Nominations  of persons  for  election 
  to the Board of Directors,  or at any Special Meeting of shareholders  called
  for the purpose of electing  directors,  may be made  (a) by or at the 
  direction  of the  Board of Directors (or any duly authorized committee
  thereof),  or (b) by any shareholder of the  corporation (i) who is a
  shareholder of record on the date of the giving of the notice  provided for
  herein and on the record date for the  determination of shareholders entitled
  to vote at such meeting, and (ii) who complied with the notice procedures set
  forth in this paragraph 8.03.

           In addition to any other applicable  requirements,  for a nomination
  to be made by a shareholder, such shareholder must have given timely notice
  thereof in proper written form to the Secretary of the Corporation.

           To be timely, a shareholder's notice to the Secretary must be
  delivered to or mailed and received at the principal  executive offices of
  the Corporation (a) in the case of an annual  Meeting,  not less than  sixty 
  (60) days nor more than ninety (90) days prior to the anniversary date of the
  immediately preceding Annual Meeting of shareholders;  provided,  however, 
  that in the event that the Annual  Meeting is called for a date that is not
  within  thirty (30) days before or after such anniversary  date, notice by
  the shareholder in order to be timely must be so received not later than the
  close of business on the tenth (10th) day following  the date on which such 
  notice of the date of the Annual  Meeting was mailed or such  public 
  disclosure  of the date of the Annual  Meeting was made, whichever first
  occurs; and (b) in the case of a Special Meeting of shareholders called  for
  the  purpose  of  electing  directors,  not later  than the close of business
  on the tenth (10th) day  following  the day on which notice of the date of
  the  Special  Meeting  was  mailed  or public  disclosure  of the date on the
  Special Meeting was made, whichever first occurs.

           To be in proper written form, a  shareholder's  notice to the
  Secretary must set forth (a) as to each person whom the  shareholder 
  proposes to nominate for election as a director (i) the name,  age,  business 
  address and  residence address of the  person,  (ii) the  principal 
  occupation  or  employment  of the person,  (iii) the class or series and
  number of shares of capital  stock of the Corporation  which are owned 
  beneficially or of record by the person,  and (iv) any other  information 
  relating  to the  person  that would be  required  to be disclosed  in a 
  proxy  statement  or  other  filings  required  to be  made  in connection
  with  solicitations of proxies for election of directors  pursuant to Section
  14 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
  Act"), and the rules and regulations promulgated  thereunder;  and (b) as to
  the shareholder  giving  the  notice  (i)  the  name  and  record  address 
  of  such shareholder,  (ii) the class or series and number of shares of
  capital  stock of the Corporation  which are owned  beneficially or of record
  by such shareholder, (iii)  the  description  of all  arrangements  or 
  understandings  between  such shareholder and each proposed nominee and any
  other person or persons (including their  names)  pursuant  to  which  the 
  nomination(s)  are to be  made  by such shareholder,  (iv) a representation 
  that such shareholder  intends to appear in person or by proxy at the meeting
  to nominate  the persons  named in its notice, and (v) any  other 
  information  relating  to such  shareholder  that  would  be required to be
  disclosed in a proxy  statement or other  filings  required to be made in 
  connection  with  solicitations  of proxies for  election of  directors
  pursuant  to  Section  14 of the  Exchange  Act and the  rules  and 
  regulations promulgated thereunder.  Such notice must be accompanied by a
  written consent of each proposed  nominee  consenting to being named as a
  nominee and to serve as a director if elected.

           No  person  shall  be  eligible  for  election  as a  director  of 
  the Corporation unless nominated in accordance with the procedures set forth
  in this paragraph 8.03. If the Chairman of the meeting  determines that a
  nomination was not made in accordance with the foregoing procedures, the
  Chairman shall declare to the meeting that the nomination  was defective and
  such defective  nomination shall be disregarded.

       Section 8.04.  Vacancies.  Vacancies  and newly  created  directorships
  resulting from any increase in the authorized  number of directors may be
  filled by a majority of the directors then in office,  though less than a
  quorum, or by a sole  remaining  director,  and the director so chosen shall
  hold office until such director's successor shall have been duly elected and
  qualified unless such director  shall  resign,  become  disqualified, 
  disabled or shall  otherwise be removed.  If there are no directors in
  office, then an election of directors may be held in the  manner  provided 
  by  statute.  If, at the time of  filling  any vacancy or any newly created 
  directorship,  the directors  then in office shall constitute  less than a
  majority of the whole Board of Directors (as constituted immediately  prior
  to any  such  increase),  the  Court of  Chancery  may,  upon application  of
  any  shareholder  or  shareholders  holding at least ten percent (10%) of the
  total number of the shares at the time outstanding having the right to vote
  for such  directors,  summarily order an election to be held to fill any such 
  vacancies  or newly  created  directorships,  or to replace the  directors
  chosen by the directors then in office.

       Section 8.05. Resignations.  Any director of the corporation may resign
  at any  time by  giving  written  notice  to the  Chairman  of the  Board or
  the Secretary of the corporation.  Such resignation shall take effect at the
  date of the receipt of such notice or at any later time  specified  therein
  and,  unless otherwise  specified  therein,  the acceptance of such
  resignation  shall not be necessary to make it effective.

       Section 8.06. Organization. At every meeting of the Board of Directors,
  the Chairman of the Board,  if there be one, or, in the case of a vacancy in
  the office or absence of the Chairman of the Board,  one of the  following 
  officers present in the order stated:  the President;  the Vice President; 
  or a Chairman chosen by a majority of the directors present, shall preside,
  and the Secretary, or, in the Secretary's absence, an Assistant Secretary, or
  in the absence of the Secretary and the Assistant Secretaries, any person
  appointed by the Chairman of the meeting, shall act as Secretary.

       Section  8.07.  Place of Meeting.  The Board of Directors  may hold its
  meetings,  both regular and special,  at such place or places  within or
  without the State of Delaware as the Chairman of the Board or the Board of
  Directors may from time to time  determine,  or as may be designated in the
  notice calling the meeting.

       Section 8.08.  Organization  Meeting.   Immediately  after  each annual
  election of directors or other meeting at which the entire Board of Directors
  is elected,  the newly  elected  Board of  Directors  shall meet for the
  purpose of organization,  election of officers,  and the transaction of other
  business,  at the place where said election of directors was held. Notice of
  such meeting need not be given. Such  organization  meeting may be held at
  any other time or place which shall be specified in a notice given as 
  hereinafter  provided for special meetings of the Board of Directors, or as
  shall be specified in a written waiver signed by all of the directors.

       Section  8.09.  Regular  Meetings.  Regular  meetings  of the  Board of
  Directors  shall be held without  notice at such time and at such place as
  shall be determined from time to time by the Board of Directors. Notice of
  any regular meeting  shall be given in the manner  prescribed  for  special 
  meetings of the Board of Directors.

       Section  8.10.  Special  Meetings.  Special  meetings  of the  Board of
  Directors  shall  be held  whenever  called  by the  Chairman  of the  Board 
  of Directors,  the President or on the written  request of three (3) or more
  of the directors.  Notice  of each  such  meeting  shall be given to each 
  director  in writing, or by telephone personally,  at least twenty-four (24)
  hours before the time at which the meeting is to be held.  Each such notice 
  shall state the time and place of the meeting to be so held.

       Section 8.11. Quorum, Manner of Acting and Adjournment. At all meetings
  of the Board of  Directors a majority  of the total  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 or by the Certificate of Incorporation. If a
  quorum shall not be present at any meeting of the Board of  Directors,  the 
  directors  present  thereat may adjourn the meeting from time to time,
  without notice other than announcement at the meeting, until a quorum shall
  be present.

       Section 8.12.  Action by Unanimous  Written  Consent.  Unless otherwise
  restricted by the  Certificate  of  Incorporation  or these  Bylaws,  any
  action required or permitted to be taken at any meeting of the Board of
  Directors or of any  committee  thereof  may be taken  without a meeting,  if
  all members of the Board 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 as the case may be.

       Section 8.13.  Interested  Directors  or  Officers.    No  contract  or
  transaction  between  the  corporation  and  one or  more  of its  directors 
  or officers,  or between the  corporation and any other  corporation, 
  partnership, association,  or other  organization  in which one or more of
  its  directors  or officers are directors or officers, or have a financial
  interest,  shall be void or voidable solely for this reason, or solely
  because the director or officer is present at or  participates  in the 
  meeting of the Board or  committee  thereof which authorized the contract or
  transaction,  or solely because such director's or officer's votes are
  counted for such purpose, if: 

       (1)  The  material  facts as to such  director's  or officer's 
  relationship  or interest and as to the contract or  transaction  are
  disclosed or are known  to the Board of Directors or the  committee,  and the
  Board or committee in good faith authorizes the contract or transaction by
  the affirmative  votes of a majority of the disinterested directors, even
  though the disinterested directors be less than a quorum; or

       (2)  The  material  facts as to such  director's  or officer's 
  relationship  or interest and as to the contract or  transaction  are
  disclosed or are known to  the  shareholders  entitled  to  vote  thereon, 
  and  the  contract  or transaction  is  specifically  approved  in  good 
  faith  by  vote  of  the shareholders; or

       (3)  The contract or transaction is fair as to the corporation as of the
  time it is authorized,  approved or ratified by the Board of Directors, a
  committee thereof, or the shareholders.

  Common or interested  directors may be counted in determining  the presence
  of a quorum at a meeting of the Board of Directors or of a committee which
  authorizes the contract or transaction.

       Section 8.14.  Compensation.  Each director who is not also an employee
  of the corporation or any subsidiary thereof shall be paid such compensation
  for such  director's  services and shall be  reimbursed  for such expenses as
  may be fixed by the Board of Directors.

       Section  8.15.  Committees.  The Board of Directors  may, by resolution
  passed by a majority  of the whole  Board of  Directors,  designate  one or
  more committees,  each  committee  to consist of one or more of the 
  directors of the corporation.  The Board of  Directors  may  designate  one
  or more  directors as alternate  members of any committee,  who may replace
  any absent or disqualified member at any meeting of the committee.  In the
  absence or disqualification of a member of a committee,  the member or
  members thereof present at any meeting and not disqualified from voting,
  whether o r  not  they  constitute  a quorum, may unanimously  appoint 
  another  member  of the Board of  Directors  to act at the meeting in place
  of any such absent or disqualified  member. Any such committee, to the extent
  provided in a resolution of the Board of Directors passed as aforesaid, shall
  have and may exercise all the powers and authority of the Board of Directors
  in the management of the business and affairs of the corporation, and may
  authorize the seal of the corporation to be affixed to all papers which may
  require it, but no such committee shall have the power or authority in
  reference to the following matters: (i) approving or adopting, or
  recommending to the stockholders of the corporation, any action or matter
  expressly required by the Delaware General Corporation Law to be submitted to
  the stockholders for approval or (ii) adopting, amending or repealing any
  Bylaw of the corporation.  In the absence of a provision by the Board of 
  Directors  or a provision  in the rules of such  committee  to the contrary, 
  a  majority  of the  entire  authorized  number  of  members  of such
  committee shall constitute a quorum for the transaction of business, the vote
  of a  majority  of the  members  present at a meeting at the time of such
  vote if a quorum is present shall be the act of such committee, and in other
  respects each committee  shall  conduct  its  business  in the  same  manner 
  as the  Board of Directors conducts its business.


                                    ARTICLE IX

                           Notices - Waivers - Meetings

       Section 9.01. What Constitutes Notice.  Whenever,  under the provisions
  of the  statutes or of the  Certificate  of  Incorporation  or of these 
  Bylaws, written  notice is required to be given to any  director  or 
  shareholder,  such notice  may be given to such  person,  either  personally 
  or by  sending a copy thereof  through the mail,  by telegraph,  by private 
  delivery  service,  or by facsimile  transmission,  charges prepaid, to such
  person's address appearing on the books of the corporation.  If the notice is
  sent by mail, by telegraph or by private  delivery  service,  it shall be
  deemed to have been given to the person entitled  thereto when  deposited in
  the United  States mail or with a telegraph office or private  delivery 
  service for  transmission  to such  person.  If the notice is sent by
  facsimile transmission,  it shall be deemed to have been given upon 
  transmission,  if  transmission  occurs  before 12:00 noon at the place of
  receipt, and upon the day following  transmission,  if transmission occurs
  after 12:00 noon.

       Section 9.02.   Waivers  of  Notice.   Whenever  any  written notice is
  required to be given under the provisions of the  Certificate of 
  Incorporation, these Bylaws, or by statute,  a waiver thereof in writing, 
  signed by the person or persons  entitled  to such  notice,  whether  before
  or after the time stated therein,  shall be deemed  equivalent to the giving
  of such notice.  Neither the business to be transacted at, nor the purpose
  of, any regular or special meeting of the shareholders,  directors,  or
  members of a committee of directors need be specified  in any  written 
  waiver of notice of such  meeting.  Attendance  of a person, either in person
  or by proxy, at any meeting,  shall constitute a waiver of notice  of such 
  meeting,  except  when a 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  was not  lawfully  called or convened.

       Section 9.03. Conference Telephone Meetings.  One or more directors may
  participate in a meeting of the Board,  or of a committee of the Board, by
  means of conference  telephone or similar  communications  equipment by means
  of which all persons participating in the meeting can hear each other.
  Participation in a meeting  pursuant to this Section  shall  constitute 
  presence in person at such meeting.

                                     ARTICLE X

                                     Officers

       Section 10.01. Number,  Qualifications and Designation. The officers of
  the  corporation  shall be  chosen  by the  Board of  Directors  and  shall
  be a President, one or more Vice Presidents, a Secretary, a Treasurer, and
  such other officers as may be elected in accordance with the provisions of
  Section 10.03 of this  Article.  One person may hold more than one office. 
  Officers  may be, but need not be, directors or shareholders of the
  corporation. 

       Section  10.02.  Election  and  Term of  Office.  The  officers  of the
  corporation,  except those  elected by delegated  authority  pursuant to
  Section 10.03 of this Article, shall be elected annually by the Board of
  Directors,  and each such  officer  shall  hold  such  officer's  office 
  until  such  officer's successor shall have been elected and qualified, or
  until such officer's earlier resignation or removal.

       Section 10.03.  Subordinate Officers,  Committees and Agents. The Board
  of  Directors  may from time to time,  elect such other  officers,  employees
  or other agents as it deems necessary,  who shall hold their offices for such
  terms and shall  exercise such powers and perform such duties as are provided
  in these Bylaws, or as the Board of Directors may from time to time
  determine.  The Board of  Directors  may  delegate  to any  officer  or 
  committee  the power to elect subordinate  officers  and to retain or appoint 
  employees or other  agents,  or committees  thereof,   and  to  prescribe 
  the  authority  and  duties  of  such subordinate officers, committees,
  employees or other agents.

       Section  10.04.  Resignations.  Any  officer or agent may resign at any
  time by giving written notice to the Board of Directors,  or to the President
  or the Secretary of the corporation.  Any such resignation shall take effect
  at the date of the receipt of such notice or at any later time  specified 
  therein and, unless otherwise specified therein, the acceptance of such
  resignation shall not be necessary to make it effective.

       Section 10.05. Removal. Any officer, committee, employee or other agent
  of the corporation may be removed,  either for or without cause, by the Board
  of Directors or other authority which elected or appointed such officer, 
  committee or other agent  whenever in the judgment of such authority the best
  interests of the corporation will be served thereby.

       Section  10.06.  Vacancies.  A vacancy in any office  because of death,
  resignation, removal,  disqualification,  or any other cause, shall be filled
  by the Board of Directors or by the officer or committee to which the power
  to fill such officer has been  delegated  pursuant to Section 10.03 of this
  Article,  as the case may be, and if the office is one for which  these 
  Bylaws  prescribe  a term, shall be filled for the unexpired portion of the
  term.

       Section 10.07.  General  Powers.  All officers of the  corporation,  as
  between themselves and the corporation, shall, respectively, have such
  authority and perform  such duties in the  management  of the  property and
  affairs of the corporation  as may  be  determined  by  these  Bylaws,  or in 
  the  absence  of controlling  provisions  in the Bylaws,  as may be provided
  by resolution of the Board of Directors.

       Section  10.08.  The  President.  The President  shall,  subject to the
  control of the Board of Directors,  have general and active  supervision  of
  the affairs,  business,  officers and  employees of the  corporation.  The
  President shall have  authority  to sign,  execute,  and  acknowledge,  in
  the name of the corporation deeds, mortgages, bonds, contracts or other
  instruments,  authorized by the Board of  Directors,  except in cases  where
  the  signing  and  execution thereof shall be expressly delegated by the
  Board of Directors, or these Bylaws, to some other officer or agent of the 
  corporation.  The President  shall,  from time to time, in the President's
  discretion or at the order of the Board, submit to the Board  reports of the 
  operations  and  affairs of the  corporation.  The President shall also
  perform such other duties and have such other powers as may be assigned to
  the President from time to time by the Board of Directors. 

       Section 10.09. The Chairman. The Chairman of the Board shall preside at
  all  meetings  of the  shareholders  and of the  Board of  Directors,  and
  shall perform  such other  duties as may from time to time be assigned to the
  Chairman by the Board of Directors.

       Section 10.10.  The Vice Presidents.  The corporation may have one or
  more Vice Presidents, having such duties as from time to time may be
  determined by the Board of Directors or by the President.

       Section 10.11. The Secretary.  The Secretary shall keep full minutes of
  all  meetings of the  shareholders  and of the Board of  Directors;  shall be
  ex officio  Secretary of the Board of  Directors;  shall attend all meetings
  of the shareholders  and of the Board of  Directors;  shall record all the
  votes of the shareholders  and of the  directors  and  the  minutes  of the 
  meetings  of the shareholders  and of the Board of Directors  and of
  committees of the Board in a book or books to be kept for that purpose. The
  Secretary shall give, or cause to be given,  notices of all meetings of the
  shareholders of the corporation and of the Board of Directors;  shall be the 
  custodian of the seal of the  corporation and see that it is  affixed to all 
  documents  to be  executed  on behalf of the company  under  its  seal; 
  shall  have   responsibility  for  the  custody  and safekeeping  of all
  permanent  records and other  documents of the  corporation; and, in general, 
  shall  perform all duties  incident to the office of Secretary and such other
  duties as may be  prescribed  by the Board of Directors or by the President, 
  under  whose  supervision  the  Secretary  shall  be.  The  Board of
  Directors may elect one or more Assistant  Secretaries to perform such duties
  as shall from time to time be  assigned  to them by the Board of  Directors 
  or the President.

       Section 10.12.  The Treasurer.  The Treasurer shall have or provide for
  the custody of all funds,  securities  and other  property  of the 
  corporation; shall  collect  and receive or provide  for the  collection  or
  receipt of money earned by or in any manner due to or received by the
  corporation;  shall deposit or cause to be deposited all said moneys in such
  banks or other  depositories as the Board of Directors may from time to time
  designate; shall make disbursements of  corporate  funds upon  appropriate 
  vouchers;  shall keep full and  accurate accounts of  transactions  of the 
  Treasurer's  office in books belonging to the corporation;  shall,  whenever
  so required by the Board of Directors,  render an accounting showing the
  Treasurer's  transactions as Treasurer, and the financial condition of the
  corporation;  and, in general, shall discharge any other duties as may from
  time to time be assigned to the Treasurer by the Board of Directors. The
  Board of Directors may elect one or more Assistant Treasurers to perform the
  duties of the  Treasurer  as shall from time to time be  assigned to them by
  the Board of Directors or the Treasurer.

       Section 10.13.  Officer's  Bonds. Any officer shall give a bond for the
  faithful  discharge of such officer's  duties in such sum, if any, and with
  such surety or sureties as the Board of Directors shall require.  The
  corporation may obtain such bonds at its expense as the Board of Directors
  shall require. 

       Section  10.14.  Compensation.  The  compensation  of the  officers and
  agents of the  corporation  be fixed from time to time by the Board of
  Directors or by such  committee  as may be  designated  by the Board of 
  Directors  to fix salaries or other compensation of officers.

                                    ARTICLE XI

                       Certificates of Stock, Transfer, Etc.

       Section 11.01.  Issuance.  The certificate for stock of the corporation
  shall be numbered  and  registered  in the stock  ledger and  transfer  books
  or equivalent  records of the corporation as they are issued.  They shall be
  signed by the  President,  or a Vice  President,  and by the  Secretary or an
  Assistant Secretary  or the  Treasurer  or an  Assistant  Treasurer,  and 
  shall  bear the corporate seal, which may be a facsimile, engraved or
  printed. Any of or all the signatures upon such certificate may be a
  facsimile, engraved or printed if such certificate  of stock is signed or 
  countersigned  by a  transfer  agent or by a registrar.  In case any officer, 
  transfer agent or registrar who has signed, or whose facsimile  signature has
  been placed upon any share certificate shall have ceased to be such officer,
  transfer agent or registrar before the certificate is issued, it may be
  issued with the same effect as if such officer, transfer agent or registrar 
  were such officer,  transfer agent or registrar at the date of its issue.

       Section  11.02.   Transfer.   Transfers  of  shares  of  stock  of  the
  corporation  shall be made on the books of the corporation upon surrender of
  the certificates  therefor,  endorsed by the person named in the  certificate 
  or by attorney lawfully constituted in writing. No transfer shall be made
  inconsistent with the provisions of the Uniform Commercial Code, Article 8 of
  Title 5A of the Delaware Code, and its amendments and supplements.

       Section  11.03.   Stock   Certificates.   Stock   certificates  of  the
  corporation  shall be in such form as provided  by statute  and  approved by
  the Board of Directors. The stock record books and the blank stock
  certificate books shall be kept by the  Secretary  or by any  agency 
  designated  by the  Board of Directors for that purpose.

       Section 11.04. Lost, Stolen, Destroyed, or Mutilated Certificates.  The
  Board of Directors may direct a new  certificate or certificates to be issued
  in place of any certificate or certificates  theretofore  issued by the
  corporation alleged to have been lost, stolen or destroyed,  upon the making
  of an affidavit of the fact by the person claiming the  certificate of stock
  to be lost,  stolen or destroyed.  When authorizing such issue of a new
  certificate or certificates, the Board of Directors may, in its  discretion 
  and as a condition  precedent to the  issuance  thereof,  require  the owner
  of such  lost,  stolen or  destroyed certificate or certificates,  or such
  owner's legal representative,  to give the corporation  a bond in such sum as
  it may direct as indemnity  against any claim that may be made against the
  corporation with respect to the certificate alleged to have been lost, stolen
  or destroyed.

       Section  11.05.  Record  Holder of  Shares.  The  corporation  shall be
  entitled to recognize the exclusive right of a person registered on its books
  as the owner of shares to receive dividends, and to vote as such owner, and
  to hold liable for calls and assessments a person registered on it books as
  the owner of shares,  and shall not be bound to recognize  any equitable or
  other claim to or interest in such share or shares on the part of any other
  person, whether or not it shall have express or other notice thereof,  except
  as otherwise  provided by the laws of Delaware.

       Section 11.06.  Determination of Shareholders of Record.  In order that
  the corporation may determine the shareholders  entitled to notice of or to
  vote at any  meeting of  shareholders  or any  adjournment  thereof,  or 
  entitled to receive  payment of any  dividend  or other  distribution  or 
  allotment  of any rights, or entitled to exercise any rights in respect of
  any change,  conversion or exchange of stock or for the purpose of any other
  lawful action, the Board of Directors may fix, in advance, a record date,
  which shall not be more than sixty (60) nor less than ten (10) days before
  the date of such meeting,  nor more than sixty (60) days prior to any other
  action. If no record date is fixed:

             (1)  The record date for determining shareholders entitled to
       notice of or to vote at a meeting of  shareholders 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.

             (2)  The record date for determining  shareholders 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.

  Only such  shareholders  as shall be  shareholders  on the record  date fixed
  or determined  as  aforesaid  shall be  entitled  to  notice  of or to vote
  at such meeting or adjournment,  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.  A  determination  of 
  shareholders  of record  entitled to notice of or to vote at a meeting of
  shareholders 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. 

                                    ARTICLE XII

                   Indemnification of Directors, Officers, Etc.

       Section  12.01.  Directors and Officers;  Third Party  Actions.  To the
  fullest extent of Delaware law, the corporation  shall indemnify any director
  or officer of the  corporation  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
  such  director or officer is or was an authorized  representative of the
  corporation  (which,  for the  purposes of this  Article and Article  XIII of
  these  Bylaws,  shall mean a director,  officer, employee or agent of the
  corporation,  or a person who 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)  for, 
  from  and  against  expenses  (including   attorneys'  fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  director or officer in connection  with such action,  suit or proceeding if
  such director or officer acted in good faith and in a manner such director or
  officer  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 director's or officer'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 such director or
  officer  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 reasonable cause to believe that such director's or officer's conduct was
  unlawful.

       Section 12.02.   Directors  and  Officers;   Derivative  Actions.   The
  corporation  shall  indemnify any director or officer of the corporation 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  right of the  corporation 
  to  procure a judgment in its favor by reason of the fact that such  director
  or officer is or was an  authorized  representative  of the  corporation, 
  for,  from and against expenses  (including  attorneys' fees) actually and
  reasonably  incurred by such director or officer in connection  with the
  defense or settlement of such action or suit if such  director  or  officer 
  acted  in  good  faith  and in a  manner reasonably  believed  to be in, or
  not  opposed  to, the best  interests  of the corporation and 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 for  negligence
  or misconduct in the  performance  of such  director's or officer's duty to
  the  corporation  unless and only to the extent that the 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 Court of Chancery or
  such other courts shall deem proper. 

       Section 12.03.  Employees and Agents.  To the extent that an authorized
  representative  of the  company  who neither was nor is a director or officer
  of the corporation has been successful on the merits or otherwise in defense
  of any action,  suit or  proceeding  referred  to in  Sections  12.01 and
  12.02 of this Article  or in  defense  of any  claim,  issue or  matter 
  therein,  he shall be indemnified  by the  corporation  for,  from  and 
  against  expenses  (including attorneys'   fees)   actually  and  reasonably  
  incurred  by  such   authorized representative in connection therewith.  Such
  an authorized  representative may, at the discretion of the Board of
  Directors,  be indemnified by the  corporation in any other circumstances to
  any extent if the corporation would be required by Sections  12.01 and  12.02
  of this  Article  to  indemnify  such  person in such circumstances to such
  extent if such authorized  representative were or had been a director or
  officer of the corporation. 

       Section 12.04. Procedure for Effecting Indemnification. Indemnification
  under Section  12.01,  12.02 or 12.03 of this Article shall be made when
  ordered by a court  and  shall be made in a  specific  case  upon a 
  determination  that indemnification  of the authorized  representative  is
  required or proper in the circumstances  because such  authorized 
  representative  has met the  applicable standard of conduct set forth in
  Sections  12.01 or 12.02 of this Article.  Such determination shall be made:

            (1)  By the Board of Directors by a majority vote of a quorum 
       consisting  of directors who were not parties to such action, suit or
       proceeding, or

            (2)   If  such a quorum is not obtainable, or, even if obtainable a
       majority   vote of  a quorum of disinterested directors so directs, by
       independent legal counsel in a written opinion, or

            (3)  By the shareholders.

  If a claim under this Article XII is not paid in full by the corporation
  within ninety (90) days after a written claim has been received by the
  corporation, the claimant  may at any time  thereafter  bring suit  against 
  the  corporation  to recover the unpaid  amount of the claim and if 
  successful  in whole or in part, the claimant shall be entitled to be paid
  also the expense of  prosecuting  such claim. It shall be a defense to any
  such action (other than an action brought to enforce  a  claim  for  expenses 
  incurred  in  defending  any  action,  suit or proceeding in advance of its
  final  disposition  where the required  undertaking has  been  tendered  to
  the  corporation)  that  the  claimant  has  not met the standards of conduct
  which make it permissible  for the corporation to indemnify the  claimant 
  for the amount  claimed,  but the burden of proving  such defense shall be on
  the corporation.  Neither the failure of the corporation  (including its
  Board of Directors,  independent  legal counsel or its shareholders) to have
  made  a   determination   prior  to  the   commencement   of  such  action 
  that indemnification  of the  claimant is proper in the  circumstances 
  because  such claimant had met the applicable standard of conduct, nor an
  actual determination by the corporation (including its Board of Directors,
  independent legal counsel, or its shareholders)  that the claimant has not
  met such applicable  standard of conduct shall be a defense to the action or
  create a  presumption  that claimant had not met the applicable standard of
  conduct. 

       Section 12.05. Advancing Expenses. Expenses (including attorneys' fees)
  incurred in defending a civil or criminal action, suit or proceeding may be
  paid by the corporation in advance of the final  disposition of such action, 
  suit or proceeding,  as  authorized  by the Board of Directors in a specific 
  case or if requested by the Board of Directors upon a written opinion of
  independent  legal counsel,  upon  receipt  of an  undertaking  by or on 
  behalf  of an  authorized representative  to repay such amount  unless it
  shall  ultimately  be determined that  such  authorized  representative  is 
  entitled  to be  indemnified  by the corporation as required in this Article
  or authorized by law.

       Section  12.06.  Scope of  Article.  Each  person  who  shall act as an
  authorized representative of the corporation,  shall be deemed to be doing so
  in reliance  upon such rights of  indemnification  as are provided in this
  Article. The indemnification provided by the Article shall not be deemed
  exclusive of any other rights to which those seeking  indemnification  may be
  entitled  under any agreement,   vote  of  shareholders  or  disinterested 
  directors,   statute  or otherwise,  both as to  action  in  such  authorized 
  representative's  official capacity  and as to action in another  capacity 
  while  holding  such  office or position,  and shall  continue as to a person
  who has ceased to be an authorized representative  of the corporation and
  shall insure to the benefit of the heirs, executors and administrators of
  such a person. 

                                   ARTICLE XIII

                                     Insurance

       Section 13.01.  Insurance Against Liability Asserted Against Directors,
  Officers,  Etc.  The  corporation,  whenever  so  authorized  by  the  Board 
  of Directors,  may  purchase and  maintain  insurance  on behalf of any 
  authorized representative,  as said  term is  defined  in  Section  12.01 of
  these  Bylaws, against any  liability  asserted  against  such  authorized 
  representative  and incurred by such authorized  representative in such
  capacity,  or arising out of such authorized  representative's status as
  such, whether or not the corporation would be authorized or required to
  indemnify such authorized  representative  by law or Article XII of these
  Bylaws.

                                    ARTICLE XIV

                                   Miscellaneous

       Section 14.01.  Corporate  Seal. The corporate seal of the  corporation
  shall  have  inscribed  thereon  the  name of the  corporation,  the year of
  its incorporation and the words "Corporate Seal,  Delaware." The seal may be
  used by causing it or a  facsimile  thereof  to be  impressed  or  affixed or 
  otherwise reproduced.

       Section 14.02.  Checks.  All checks,  notes, bills of exchange or other
  orders in  writing  shall be signed by such  person or  persons  as the Board
  of Directors,  or officer or  officers  authorized  by  resolution  of the
  Board of Directors may, from time to time, designate.

       Section 14.03. Contracts. Except as otherwise provided in these Bylaws,
  the Board of  Directors  may  authorize  any officer or officers  including 
  the President  and any Vice  President,  or any agent or  agents,  to enter
  into any contract or to execute or deliver any  instrument  on behalf of the 
  corporation and such authority may be general or confined to specific
  instances.

       Section 14.04.  Inspection.   The  books,  accounts  and records of the
  corporation  may be kept  (subject  to any  provision  in the  Delaware 
  General Corporation Law) outside the State of Delaware at such place or
  places as may be designated  from  time to time by the Board of  Directors 
  and shall be open for inspection in person by any member of the Board of
  Directors at all times.

       Section 14.05.  Fiscal Year.   The fiscal year of the corporation shall
  be determined by the Board of Directors.

                                    ARTICLE XV

                                    Amendments

       Section 15.01.  Amendments.   These  Bylaws may be amended or repealed,
  and new Bylaws adopted, by the Board of Directors.