Exhibit 3.2


                           EXIGENT INTERNATIONAL, INC.

                           AMENDED AND RESTATED BYLAWS

                             Effective June 30, 1998


                                   ARTICLE 1.

                                     OFFICES

     SECTION 1.01.  Registered  Office.  The address of the registered office of
the  Corporation  in the  County  of New  Castle  of the  State of  Delaware  is
Corporation Trust Center,  1209 Orange Street,  Wilmington,  Delaware 19801, and
the  name of the  registered  agent at such  address  is The  Corporation  Trust
Company.

     SECTION 1.02. Other Offices. The Corporation may also have an office in the
State of Florida and at such other place or places  either within or without the
State of Delaware as the Board of Directors of the  Corporation may from time to
time determine or the business of the Corporation may require.


                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01.  Place of Meetings.  All meetings of the  stockholders of the
Corporation  shall be held at such place  either  within or without the State of
Delaware  as shall be fixed by the Board of  Directors  of the  Corporation  and
specified in the respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings.

     (a) The  annual  meeting of the  stockholders  of the  Corporation  for the
election of directors of the  Corporation  and for the transaction of such other
business as may come before the meeting shall be held at such time and place and
on such date as the Board of  Directors of the  Corporation  may  designate  and
state in the notice of such annual meeting.

     (b) At an annual meeting of the stockholders of the Corporation,  only such
business  shall be conducted  as shall have been  properly  brought  before such
meeting.  To be properly brought before an annual meeting,  business must be (i)
specified in the notice of such meeting (or any supplement  thereto) given by or
at the direction of the Board of Directors of the  Corporation,  (ii)  otherwise
properly  brought  before such  meeting by or at the  direction  of the Board of
Directors of the Corporation in accordance with these Bylaws, the Certificate of
Incorporation  of the  Corporation as in effect from time to time (the "Charter"
or  the  "Certificate  of   Incorporation")   and  applicable  laws,  rules  and
regulations,  or (iii)  otherwise  properly  brought  before  such  meeting by a
stockholder of the Corporation in accordance with these Bylaws,  the Charter and
applicable  laws, rules and  regulations.  Without  limiting the foregoing,  for
business to be properly brought before an annual meeting by a stockholder of the
Corporation,  such  stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation.  To be timely,  such  stockholder's  notice
must be delivered in writing  either by personal  delivery or by  registered  or
certified mail, return receipt requested,  to the principal executive offices of
the  Corporation  (addressed to the  Secretary) not less than one hundred twenty
(120)  calendar  days  prior  to the  anniversary  date  of the  release  of the
Corporation's  proxy  statement  to its  stockholders  in  connection  with  the
preceding  year's annual meeting of its  stockholders,  except that if no annual
meeting of its  stockholders  was held in the  previous  year or the date of the
annual  meeting  of its  stockholders  has been  changed by more than sixty (60)
calendar days from the  anniversary  of the annual  meeting of its  stockholders
stated in the previous  year's proxy  statement,  a proposal of a stockholder of
the  Corporation  shall be received by the  Corporation a reasonable time before
the solicitation is made. Such stockholder's  notice shall set forth, as to each
matter such stockholder  proposes to bring before an annual meeting, (i) a brief
description of the business desired to be brought before such annual meeting and
the  reasons  for  conducting  such  business  at  the  annual  meeting,  (ii) a
representation  that  such  stockholder  is a holder  of  record of stock of the
Corporation  entitled  to vote  with  respect  to such  business  and that  such
stockholder  intends  to appear in person or by proxy at the  annual  meeting to
move the  consideration  of such business,  (iii) the name and address,  as they
appear on the Corporation's  books, of the stockholder  proposing such business,
(iv) the class  and  number  of  shares  of stock of the  Corporation  which are
beneficially owned by such stockholder, and (v) any interest of such stockholder
in such business.  Notwithstanding  anything in the Bylaws of the Corporation to
the  contrary,  no business  shall be conducted at an annual  meeting  except in
accordance  with the  procedures set forth in this Section 2.02. The Chairman of
an annual  meeting may refuse to  acknowledge  a motion to consider any business
that he/she determines was not made in compliance with the foregoing  procedures
and if he/she  should so determine  and declare to such  meeting,  then any such
business not properly brought before such meeting shall not be transacted.

     (c) Only persons who are nominated in accordance  with the  procedures  set
forth  in this  Section  2.02,  the  Charter  and  applicable  laws,  rules  and
regulations  shall be eligible for  election as  directors  of the  Corporation.
Without limiting the foregoing,  nomination of persons for election to the Board
of Directors of the  Corporation may be made at a meeting of stockholders of the
Corporation  (i) by or at  the  direction  of  the  Board  of  Directors  of the
Corporation  or any  nominating  or similar  committee  thereof,  or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors of
the  Corporation  at such meeting who complies  with the notice  procedures  set
forth in this Section 2.02. Such nominations, other than those made by or at the
direction of the Board of  Directors of the  Corporation  or any  nominating  or
similar committee thereof, 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 in writing  either by personal  delivery or by registered or certified
mail,  return  receipt  requested,  to the  principal  executive  offices of the
Corporation  (addressed to the Secretary) not less than one hundred twenty (120)
calendar days prior to the anniversary date of the release of the  Corporation's
proxy  statement to its  stockholders  in connection  with the preceding  year's
annual  meeting of its  stockholders,  except  that if no annual  meeting of its
stockholders  was held in the previous year or the date of the annual meeting of
its stockholders has been changed by more than sixty (60) calendar days from the
anniversary  of the annual  meeting of its  stockholders  stated in the previous
year's proxy statement,  a proposal of a stockholder of the Corporation shall be
received by the Corporation a reasonable  time before the  solicitation is made.
Such  stockholder's  notice  shall  set forth  (i) as to each  person  whom such
stockholder  proposes to nominate for election or  re-election  as a director of
the  Corporation (A) the name, age,  business  address and residence  address of
such nominee,  (B) the principal  occupation or employment of such nominee,  (C)
the  class  and  number  of  shares  of  the  Corporation,  if  any,  which  are
beneficially  owned by such nominee,  (D) a description of all  arrangements  or
understandings between such stockholder and each nominee and any other person or
persons  (naming such person or persons)  pursuant to which such  nomination  is
made by such stockholder, and (E) any other information relating to such nominee
that is required to be  disclosed  in  solicitations  of proxies for election of
directors,  or as otherwise  required,  in each case, pursuant to Regulation 14A
under the  Securities  Exchange  Act of 1934,  as  amended  (including,  without
limitation, such nominee's written consent to being named in the proxy statement
as a nominee and to serving as a director of the  Corporation  if elected);  and
(ii) as to such  stockholder  (A) the name and  address,  as they  appear on the
Corporation's  books,  of  such  stockholder,  (B) a  representation  that  such
stockholder is a holder of record of stock of the  Corporation  entitled to vote
at such  meeting  and that such  stockholder  intends  to appear in person or by
proxy at such  meeting  to  nominate  the person or  persons  specified  in such
notice, and (C) the class and number of shares of stock of the Corporation which
are  beneficially  owned by such  stockholder.  At the  request  of the Board of
Directors of the Corporation,  any person nominated by the Board of Directors of
the Corporation  for election as a director of the Corporation  shall furnish to
the Secretary of the Corporation that information  required to be set forth in a
stockholder's notice of nomination,  as provided above in this clause (c), which
pertains to such 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  2.02.  The chairman of the meeting may refuse to  acknowledge a
motion to  consider  any nominee as a director  of the  Corporation  that he/she
determines  was not made in  compliance  with the  foregoing  procedures  and if
he/she  should so  determine  and declare to such  meeting,  then the  defective
nomination shall be disregarded.

     SECTION 2.03.  Special  Meetings.  Special  meetings of stockholders of the
Corporation  may be called only by the  Chairman of the Board or by the Board of
Directors of the Corporation  pursuant to a resolution  adopted by a majority of
the Board of Directors of the Corporation and must be called by the Secretary of
the  Corporation  upon the written  request of  stockholders  of the Corporation
having not less than sixty percent (60%) of the votes that would be necessary to
authorize or take the action proposed to be taken at such special meeting if all
stockholders  of the  Corporation  having the right to vote thereon were present
and voted.  The business  transacted at a special meeting of stockholders of the
Corporation  shall be limited to the purpose or purposes  for which such meeting
is called,  except as  otherwise  determined  by the Board of  Directors  of the
Corporation or the chairman of the meeting.

     SECTION 2.04. Notice of Meetings.

     (a) Except as  otherwise  required  by  statute,  notice of each  annual or
special meeting of the  stockholders  of the Corporation  shall be given to each
stockholder of the  Corporation  of record  entitled to vote at such meeting not
less than ten days nor more than sixty days before the day on which such meeting
is to be held by delivering  written  notice thereof to him or her personally or
by mailing such notice,  postage prepaid,  addressed to him or her at his or her
address last shown in the records of the Corporation or by  transmitting  notice
thereof to him or her at such  address  by  telegraph,  facsimile,  cable or any
other available  method.  Each such notice shall state the time and place of the
applicable  meeting and, in case of a special  meeting,  shall state briefly the
purposes thereof.

     (b) Notice of any meeting of stockholders  of the Corporation  shall not be
required to be given to any stockholder of the Corporation who shall attend such
meeting in person  (except where such person attends the meeting for the express
purpose of objecting at the  beginning  of such  meeting to the  transaction  of
business  because such meeting was not lawfully  called or convened) or by proxy
or who shall, in person or by attorney thereunto  authorized,  waive such notice
in writing or by telegraph, cable or any other available method either before or
after such meeting.  Notice of any adjourned  meeting of the stockholders of the
Corporation shall not be required to be given except when expressly  required by
law. At the adjourned  meeting,  the Corporation may transact any business which
could have been transacted at the original meeting.

     SECTION 2.05. Quorum.

     (a) At each meeting of the  stockholders of the  Corporation,  except where
otherwise provided by statute, the Corporation's Certificate of Incorporation or
these Bylaws,  the holders of record of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote at such meeting,  present in
person or represented by proxy, shall constitute a quorum for the transaction of
business.

     (b) In the absence of a quorum,  a majority in interest of the stockholders
of the  Corporation  entitled to vote at,  present in person or  represented  by
proxy,  or, in the absence of all such  stockholders,  any  officer  entitled to
preside at, or act as secretary of, such meeting shall have the power to adjourn
such meeting from time to time until stockholders of the Corporation holding the
requisite amount of stock of the Corporation shall be present or represented. At
any such  adjourned  meeting at which a quorum shall be present any business may
be  transacted  which might have been  transacted  at the meeting as  originally
called.

     SECTION  2.06.  Organization.  At each meeting of the  stockholders  of the
Corporation, the Chairman of the Board or, in his or her absence, the President,
any Vice President or any other officer  designated by the Board of Directors of
the  Corporation,  shall act as chairman of such  meeting.  The  Secretary or an
Assistant  Secretary of the  Corporation or, in the absence of the Secretary and
all  Assistant  Secretaries,  a person whom the chairman of such  meeting  shall
appoint, shall act as secretary of such meeting and keep the minutes thereof.

     SECTION 2.07. Voting.

     (a) Except as otherwise  provided by law, the Charter or these  Bylaws,  at
every meeting of the stockholders of the Corporation each such stockholder shall
be entitled to one vote, in person or by proxy,  for each share of capital stock
of  the  Corporation  registered  in  his  or  her  name  on  the  books  of the
Corporation:

               (i) on the date fixed pursuant to Section 9.03 of these Bylaws as
          the record date for the determination of stockholders entitled to vote
          at such meeting; or

               (ii) if no such  record  date  shall  have been  fixed,  then the
          record  date  shall  be at the  close  of  business  on the  day  next
          preceding the day on which notice of such meeting is given.

     (b) Persons holding stock of the Corporation in a fiduciary  capacity shall
be entitled to vote the shares so held. In the case of stock held jointly by two
or more executors,  administrators,  guardians, conservators,  trustees or other
fiduciaries,  such fiduciaries may designate,  in writing,  one or more of their
number to  represent  such stock and vote the shares so held,  unless there is a
provision to the contrary in the instrument,  if any,  defining their powers and
duties and if any one of them votes, such act binds all of them and if more than
one of them votes, the act of the majority binds all of them.

     (c) Persons whose stock of the  Corporation is pledged shall be entitled to
vote thereon until such stock is transferred on the books of the  Corporation to
the pledgee and thereafter only the pledgee shall be entitled to vote.

     (d) Any stockholder of the Corporation entitled to vote may do so in person
or by his or her proxy appointed by an instrument in writing  subscribed by such
stockholder  or by his or her attorney  thereunto  authorized  or by a telegram,
facsimile, cable or any other available method delivered to the secretary of the
meeting before or at the time of such meeting; provided,  however, that no proxy
shall be voted after three years from its date unless said proxy  provides for a
longer period.

     (e) At all  meetings  of the  stockholders  of the  Corporation  at which a
quorum is present, all matters (except where other provision is made by law, the
Charter or these Bylaws) shall be decided by the affirmative  vote of a majority
of the  shares  of stock of the  Corporation  represented  at such  meeting  and
entitled  to vote  thereon,  present  in person  or by proxy.  The vote upon any
matter,  including the election of directors of the Corporation,  need not be by
written ballot.

     SECTION 2.08. Inspectors.  The chairman of the meeting shall, in advance of
any meeting of stockholders of the  Corporation,  appoint one or more inspectors
to serve at such meeting.  Such inspectors shall decide upon the  qualifications
of voters,  the validity of all proxies and ballots,  accept and count the votes
for and against the  questions  presented,  report the results of such votes and
subscribe and deliver to the secretary of the meeting a certificate  stating the
number of shares of stock of the Corporation issued and outstanding and entitled
to vote  thereon and the number of shares  voted for and  against the  questions
presented.  The inspectors shall determine and retain for a reasonable  period a
record of the  disposition of any challenges  made to any  determination  by the
inspectors.  An inspector need not be a stockholder of the  Corporation  and any
director or officer of the Corporation may be an inspector on any question other
than a vote  for  or  against  his or her  election  to any  position  with  the
Corporation  or on  any  other  question  in  which  he or she  may be  directly
interested.  The  inspectors  may appoint or retain other persons or entities to
assist them in the  performance of their duties as inspectors.  Before acting as
herein  provided,  each inspector shall subscribe an oath to execute  faithfully
the duties of an inspector with strict impartiality and according to the best of
his or her ability.

     SECTION 2.09. List of Stockholders.

     (a) It  shall  be the  duty  of  the  Secretary  or  other  officer  of the
Corporation  who shall have charge of its stock  ledger to prepare and make,  or
cause to be prepared  and made,  at least ten days before  every  meeting of the
stockholders of the Corporation,  a complete list of such stockholders  entitled
to vote arranged in alphabetical  order and showing the name and address of each
stockholder  of the  Corporation  and the number and class of shares of stock of
the Corporation  registered in the name of such stockholder.  Such list shall be
open during ordinary business hours to the examination of any stockholder of the
Corporation for any purpose germane to such meeting for a period of at least ten
days prior to the meeting,  either at a place within the city where such meeting
is to be held,  which place shall be specified in the notice of such meeting or,
if not so specified, at the place where such meeting is to be held.

     (b) Such  list  shall be  produced  and kept at the time and  place of such
meeting during the whole time thereof and may be inspected by any stockholder of
the Corporation who is present.

     (c) The stock ledger of the Corporation shall be conclusive  evidence as to
who are the stockholders of the Corporation entitled to examine the stock ledger
and the list of  stockholders  required by this Section 2.09 on the books of the
Corporation or to vote in person or by proxy at any meeting of  stockholders  of
the Corporation.

     (d) As used in this clause (d), "stockholder" means a stockholder of record
of the  Corporation.  Any  stockholder  in person or by attorney or other agent,
upon written demand under oath stating the purpose thereof, has the right during
the Corporation's  ordinary business hours to inspect for any proper purpose the
Corporation's  stock ledger,  a list of its stockholders and its other books and
records,  and,  at such  stockholder's  expense,  to  make  copies  of  extracts
therefrom.  A proper  purpose  shall mean a purpose  reasonably  related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to  inspection,  the demand  under
oath must 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.
The demand  under oath shall be directed to the  Corporation  at its  registered
office in Delaware or at its principal place of business.

                                   ARTICLE 3.

                      BOARD OF DIRECTORS OF THE CORPORATION

     SECTION 3.01.  General  Powers.  The business,  property and affairs of the
Corporation shall be managed by the Board of Directors of the Corporation.

     SECTION 3.02. Number, Qualifications, Terms and Removal from Office.

     (a) The number of directors of the  Corporation  on the date of adoption of
these Bylaws shall be seven (7). The number of directors of the  Corporation may
be  increased  or  decreased  by  resolution  of the Board of  Directors  of the
Corporation. All directors of the Corporation shall hold office for the term for
which they are elected or until  their  successors  shall have been  elected and
qualified, whichever period is longer. The directors of the Corporation need not
be residents of the State of Delaware.

     (b) A  director  of  the  Corporation  need  not  be a  stockholder  of the
Corporation.

     (c) Directors of the  Corporation may be removed from office as provided in
the Charter.

     (d) Vacancies and newly created  directorships of the Corporation resulting
from any increase in the authorized number of directors of the Corporation shall
be  filled  as  provided  in the  Charter.  If  there  are no  directors  of the
Corporation  in office,  then an election of directors may be held in the manner
provided by statute. Except as otherwise contemplated by written agreement among
the stockholders of the Corporation or the Charter,  whenever the holders of any
class or classes of stock or series  thereof  are  entitled to elect one or more
directors of the Corporation by the provisions of the Charter or any designation
of any  class or  series  of  preferred  shares,  vacancies  and  newly  created
directorships  of such class or classes or series may be filled by a majority of
the directors  elected by such class or classes or series thereof then in office
or by a sole remaining director so elected.

     SECTION 3.03. Quorum and Manner of Acting.

     (a) Except as otherwise  provided by statute or by the Charter,  a majority
of the  directors of the  Corporation  at the time in office shall  constitute a
quorum for the transaction of business at any meeting and the affirmative action
of a majority  of the  directors  of the  Corporation  present at any meeting at
which a quorum is present  shall be required for the taking of any action by the
Board of Directors of the Corporation.

     (b) In the event one or more of the directors of the  Corporation  shall be
disqualified  to vote at such meeting then the required  quorum shall be reduced
by one for each such director so  disqualified;  provided,  however,  that in no
event shall the quorum as adjusted be less than one third of the total number of
directors  of the  Corporation.  A  director  who is present at a meeting of the
Board of Directors of the Corporation, or a committee of the Board of Directors,
when corporate  action is taken,  shall be deemed to have assented to the action
taken unless such director:

               (i) objects at the  beginning of such  meeting (or promptly  upon
          arrival)  to holding  such  meeting or  transacting  business  at such
          meeting;

               (ii)  dissents or abstains from the action taken and such dissent
          or abstention is entered in the minutes of such meeting; or

               (iii)  delivers  written  notice of dissent or  abstention to the
          presiding  officer of such meeting  before its  adjournment  or to the
          Corporation  immediately after adjournment of such meeting.  The right
          of dissent or  abstention  shall not be  available  to a director  who
          votes in favor of the action taken.

     (c) In the absence of a quorum at any meeting of the Board of  Directors of
the Corporation, such meeting need not be held or a majority of the directors of
the Corporation  present or, if no director of the  Corporation be present,  the
Secretary of the Corporation, may adjourn such meeting from time to time until a
quorum shall be present. Notice of any adjourned meeting need not be given.

     SECTION 3.04. Offices, Place of Meeting and Records. The Board of Directors
of the  Corporation  may hold  meetings,  have an office or offices and keep the
books and records of the  Corporation  at such place or places within or without
the State of Delaware as the Board may from time to time determine. The place of
meeting  shall be  specified  or fixed in the  respective  notices or waivers of
notice thereof except where otherwise provided by statute,  the Charter or these
Bylaws.  Any  director  of the  Corporation  shall have the right to examine the
Corporation's stock ledger, list of stockholders and its other books and records
for any purpose reasonably related to such person's position as a director.

     SECTION 3.05.  Annual  Meeting.  The Board of Directors of the  Corporation
shall meet for the purpose of  organization,  the  election of officers  and the
transaction  of other  business  as soon as  practicable  following  each annual
election of directors of the Corporation.  Such meeting shall be called and held
at the place and time  specified in the notice or waiver of notice thereof as in
the case of a special meeting of the Board of Directors of the Corporation.

     SECTION 3.06. Regular Meetings.  Regular meetings of the Board of Directors
of the Corporation  shall be held at such places and at such times as such Board
shall from time to time by resolution determine.  If any day fixed for a regular
meeting  shall be a legal  holiday at the place  where the meeting is to be held
then the meeting which would otherwise be held on that day shall be held at said
place at the same hour on the next  succeeding  business day.  Notice of regular
meetings need not be given.

     SECTION 3.07.  Special Meetings;  Notice.  Special meetings of the Board of
Directors of the  Corporation  shall be held whenever  called by the Chairman of
the Board,  the President or by any two (2) of the directors of the Corporation.
Notice  of each  such  meeting  (i)  shall be  mailed  to each  director  of the
Corporation,  addressed to him or her at his or her  residence or usual place of
business,  at least two days before the day on which such meeting is to be held,
(ii)  shall be sent to him or her at his or her  residence  or at such  place of
business by facsimile,  telegraph,  cable or other  available means at least two
days  before the day on which  such  meeting  is to be held,  or (iii)  shall be
delivered  personally  or by telephone  not later than one day before the day on
which the meeting is to be held. Each such notice shall state the date, time and
place of the meeting but need not state the purposes thereof except as otherwise
herein  expressly  provided.  Oral or telephonic  notice shall be effective when
communicated  provided that it is promptly  confirmed in writing.  Notice of any
such meeting need not be given to any director of the Corporation,  however,  if
waived by him or her in writing or by facsimile,  telegraph, cable or otherwise,
whether  before  or after  such  meeting  shall be held or if he or she shall be
present at such meeting  (except  where such person  attends the meeting for the
express purpose of objecting at the beginning of such meeting to the transaction
of business  because such meeting was not lawfully called or convened).  Written
notice is effective at the earliest of the following:

               (a) when received;

               (b) five (5) days  after  deposit in the  United  States  mail as
          evidenced by the postmark, if mailed postpaid and correctly addressed;
          or

               (c) on  the  date  shown  on  the  return  receipt,  if  sent  by
          registered  or  certified  mail,  return  receipt  requested,  and the
          receipt is signed by, or on behalf of, the addressee.

     SECTION  3.08.  Organization.  At each meeting of the Board of Directors of
the  Corporation,  the  Chairman  of the Board or,  in his or her  absence,  the
President or, in his or her absence,  a director of the Corporation  chosen by a
majority of the directors of the Corporation present, shall act as chairman. The
Secretary or, in his or her absence,  an Assistant  Secretary or, in the absence
of the Secretary and all  Assistant  Secretaries,  a person whom the chairman of
such meeting shall appoint,  shall act as secretary of such meeting and keep the
minutes thereof.

     SECTION 3.09. Order of Business.  At all meetings of the Board of Directors
of the Corporation  business shall be transacted in the order  determined by the
Board.

     SECTION 3.10.  Resignation.  Any director of the  Corporation may resign at
any time by  giving  written  notice of his or her  resignation  to the Board of
Directors of the Corporation, the Chairman of the Board, the President, any Vice
President  or the  Secretary of the  Corporation.  Such  resignation  shall take
effect at the date of  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  3.11.   Compensation.   Each  director  of  the  Corporation,   in
consideration  of  serving  as  such,  who is  neither  an  employee  of,  nor a
compensated  consultant to, the  Corporation,  shall be entitled to receive from
the Corporation  such amount per annum or such fees for attendance at directors'
meetings,  or both, as the Board of Directors of the Corporation shall from time
to time  determine.  Each  director  of the  Corporation  shall be  entitled  to
reimbursement  for the reasonable  expenses incurred by him or her in connection
with  the  performance  of his or  her  duties;  provided  that  nothing  herein
contained  shall be construed to preclude any director of the  Corporation  from
serving the Corporation or its  subsidiaries in any other capacity and receiving
proper compensation therefor.

     SECTION 3.12. Telephonic Meetings. Members of the Board of Directors of the
Corporation or a committee of the Board may participate in a meeting by means of
a  conference  telephone  or similar  communications  equipment  if all  persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means constitutes presence in person at the meeting.


                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee.

     (a) The  Board of  Directors  of the  Corporation  may,  by  resolution  or
resolutions  passed by a  majority  of the whole  Board,  appoint  an  Executive
Committee  to consist of two or more  members of the Board of  Directors  of the
Corporation,  including the  President if the President is then a director,  and
shall designate one of the members as its chairman.

     (b) The chairman of the Executive  Committee  or, in his or her absence,  a
member of the Executive  Committee  chosen by a majority of the members  present
shall  preside at meetings of the  Executive  Committee  and the Secretary or an
Assistant  Secretary of the  Corporation,  or such other person as the Executive
Committee  shall  from time to time  determine,  shall act as  secretary  of the
Executive Committee.

     (c) The Board of Directors of the Corporation, by action of the majority of
the whole Board, shall fill vacancies in the Executive Committee.

     (d) Any member of the Executive  Committee  may be removed,  either with or
without cause,  by the vote of a majority of the whole Board of Directors of the
Corporation.

     SECTION  4.02.  Powers.  During the  intervals  between the meetings of the
Board of Directors of the  Corporation,  the Executive  Committee shall have and
may exercise all of the powers of the Board of Directors of the  Corporation  in
all cases in which specific directions shall not have been given by the Board of
Directors of the Corporation.

     SECTION 4.03.  Procedure;  Meetings;  Quorum. The Executive Committee shall
fix its own  rules  of  procedure,  subject  to the  approval  of the  Board  of
Directors of the Corporation,  and shall meet at such times and at such place or
places as may be  provided  by such  rules.  At every  meeting of the  Executive
Committee  the  presence  of a  majority  of all the  members  thereof  shall be
necessary to constitute a quorum and the  affirmative  vote of a majority of the
members present shall be necessary for the adoption by it of any resolution.  In
the absence of a quorum at any meeting of the Executive  Committee  such meeting
need not be held or a  majority  of the  members  present  or, if no  members be
present, the secretary of the meeting may adjourn such meeting from time to time
until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled  to  receive  from the  Corporation  reimbursement  for the  reasonable
expenses incurred by him or her in connection with the performance of his or her
duties and, with respect to any member of the Executive Committee who is neither
an employee of nor compensated consultant to the Corporation,  such fee, if any,
as  shall  be  fixed  from  time  to  time  by the  Board  of  Directors  of the
Corporation.

     SECTION 4.05. Nominating Committee.

     (a) The  Board of  Directors  of the  Corporation  may,  by  resolution  or
resolutions  passed by a  majority  of the  whole  Board,  appoint a  Nominating
Committee  to consist of two or more  members of the Board of  Directors  of the
Corporation,  including the  President if the President is then a director,  and
shall designate one of the members as its chairman.

     (b) The chairman of the Nominating  Committee or, in his or her absence,  a
member of the Nominating  Committee  chosen by a majority of the members present
shall  preside at meetings of the  Nominating  Committee and the Secretary or an
Assistant  Secretary of the Corporation,  or such other person as the Nominating
Committee  shall  from time to time  determine,  shall act as  secretary  of the
Nominating Committee.

     (c) The Board of Directors of the Corporation, by action of the majority of
the whole Board, shall fill vacancies in the Nominating Committee.

     (d) Any member of the Nominating  Committee may be removed,  either with or
without cause,  by the vote of a majority of the whole Board of Directors of the
Corporation.

     SECTION 4.06.  Powers.  The  Nominating  Committee  shall have the power to
nominate  such persons as it may determine to stand for election to the Board of
Directors  of the  Corporation,  all in  accordance  with the  Charter and these
Bylaws.

     SECTION 4.07. Procedure;  Meetings;  Quorum. The Nominating Committee shall
fix its own  rules  of  procedure,  subject  to the  approval  of the  Board  of
Directors of the Corporation,  and shall meet at such times and at such place or
places as may be  provided  by such rules.  At every  meeting of the  Nominating
Committee  the  presence of a majority of all the members  shall be necessary to
constitute  a quorum  and the  affirmative  vote of a  majority  of the  members
present  shall be  necessary  for the adoption by it of any  resolution.  In the
absence of a quorum at any meeting of the Nominating Committee such meeting need
not be held or a majority of the  members  present or, if no members be present,
the  secretary of the meeting may adjourn such meeting from time to time until a
quorum be present.

     SECTION 4.08.  Compensation.  Each member of the Nominating Committee shall
be entitled to receive from the  Corporation  reimbursement  for the  reasonable
expenses incurred by him or her in connection with the performance of his or her
duties  and,  with  respect to any  member of the  Nominating  Committee  who is
neither an employee of nor compensated consultant to the Corporation,  such fee,
if any,  as shall be fixed  from time to time by the Board of  Directors  of the
Corporation.

     SECTION 4.09. Other Board Committees.

     (a) The Board of Directors  of the  Corporation  may from time to time,  by
resolution  passed by a  majority  of the  whole  Board,  designate  one or more
committees in addition to the Executive Committee and the Nominating  Committee.
Each such additional  committee shall consist of two or more of the directors of
the Corporation.  Any such additional  committee,  to the extent provided in the
resolution  or in these  Bylaws,  shall have and may  exercise the powers of the
Board of  Directors of the  Corporation  in the  management  of the business and
affairs of the  Corporation,  including  the power or authority to authorize the
issuance of stock,  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 amending the Charter,  adopting an agreement of merger
or consolidation  under Section 251 or 252 of the Delaware  General  Corporation
Law ("DGCL"),  recommending  to the  stockholders  of the  Corporation the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets, recommending to the stockholders of the Corporation a dissolution of the
Corporation  or a  revocation  of a  dissolution,  amending  the  Bylaws  of the
Corporation,  declaring a dividend or adopting a  certificate  of ownership  and
merger  pursuant  to  Section  253 of the DGCL.  Such  additional  committee  or
committees  shall have such name or names as may be determined from time to time
by  resolution  adopted  by the  Board of  Directors  of the  Corporation.  Each
additional  committee so formed  shall keep regular  minutes of its meetings and
report the same to the Board of Directors of the Corporation when required.

     (b) A majority of all the members of any such  committee  may determine its
action and fix the time and place of its meetings  unless the Board of Directors
of the  Corporation  shall  otherwise  provide.  The Board of  Directors  of the
Corporation shall have power to change the members of any committee at any time,
to fill  vacancies and to discharge any such  committee,  either with or without
cause, at any time.

     SECTION 4.10. Alternates. The Chairman of the Board or the President of the
Corporation  may designate one or more directors of the Corporation as alternate
members  of any  committee  who may act in the place and  stead of  members  who
temporarily cannot attend any such meeting.

     SECTION 4.11. Additional Committees.

     (a) The Board of Directors of the  Corporation may from time to time create
such additional  committees of directors,  officers,  employees or other persons
designated  by it (or any  combination  of such  persons)  for  the  purpose  of
advising the Board,  the  Executive  Committee and the officers and employees of
the  Corporation  in all such matters as the Board shall deem advisable and with
such functions and duties as the Board shall by resolutions prescribe.

     (b) A majority of all the members of any such  committee  may determine its
action and fix the time and place of its meetings, unless the Board of Directors
of the  Corporation  shall  otherwise  provide.  The Board of  Directors  of the
Corporation  shall have the power to change the members of any  committee at any
time,  to fill  vacancies and to discharge  any such  committee,  either with or
without cause, at any time.


                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors.  Any action required or permitted to be
taken at any  meeting of the Board of  Directors  of the  Corporation  or of any
committee  thereof  may be taken  without  a meeting  if prior to such  action a
written  consent  thereto  is  signed  by all  members  of the  Board or of such
committee,  as the  case may be,  and such  written  consent  is filed  with the
minutes of the proceedings of the Board or such committee.

     SECTION 5.02. Consent of Stockholders.

     (a) 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 or consents in writing,  setting
forth the action so taken,  shall be signed by  stockholders  of the Corporation
having not less than sixty percent (60%) of the votes that would be necessary to
authorize  or take such  action at a meeting  at which all  stockholders  of the
Corporation  having the right to vote  thereon  were  present  and voted.  Every
written  consent  shall bear the date of  signature of each  stockholder  of the
Corporation  who signs the consent and no written  consent shall be effective to
take the corporate  action referred to therein unless written consents signed by
a sufficient  number of holders to take action are delivered to the  Corporation
by certified or registered  mail,  return receipt  requested,  to its registered
office in Delaware,  its  principal  place of business or an officer or agent of
the Corporation  having custody of the book in which  proceedings of meetings of
stockholders  of the  Corporation are recorded within sixty days of the earliest
dated  consent so delivered to the  Corporation.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those  stockholders  of the Corporation who have not consented
in writing, by a stockholder who signed the consent,  or by the Corporation,  at
its option, pursuant to Section 5.02(b).

     (b) With  respect  to any  written  consent  submitted  for  execution  and
delivery by the requisite number of stockholders of the Corporation  pursuant to
this Section 5.02, such  stockholder(s) may request that the Corporation provide
such stockholder(s), at the sole cost and expense of such stockholder(s), with a
list of the names and addresses of the other stockholders of the Corporation and
the number and class of shares of the  Corporation  held of record by such other
stockholders.  The Corporation may, at its option,  either provide such list or,
at the sole cost and expense of such  stockholder(s),  mail such written consent
on behalf of such  stockholder(s).  The  Corporation  may in its sole discretion
advance such  stockholder(s)  for the costs and expenses of the  preparation and
mailing of such written  consent.  If the  Corporation  provides such list, such
requesting  stockholder(s) must undertake,  in writing, that such stockholder(s)
(a) will not use the  information  set forth in such list for any purpose  other
than the mailing or other delivery of such written  consent or the  solicitation
of stockholders  of the Corporation  with respect to the subject matter thereof,
and (b) will return such list to the  Secretary  of the  Corporation  after such
mailing, other delivery or solicitation without retaining any copies thereof.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01.  Number. The principal officers of the Corporation shall be a
President,  a  Secretary  and  a  Treasurer.  The  Board  of  Directors  of  the
Corporation  may  also  elect a  Chairman  of the  Board  and  one or more  Vice
Presidents  (the number  thereof and variations in title to be determined by the
Board of Directors of the Corporation).  In addition, there may be such other or
subordinate  officers,  agents and  employees as may be appointed in  accordance
with the  provisions of Section 6.03. Any two or more offices may be held by the
same person.

     SECTION 6.02. Election,  Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03,  shall be elected annually by the Board of Directors
of the  Corporation and shall hold office until a successor shall have been duly
elected and qualified, or until death, or until he or she shall have resigned or
shall have been removed in the manner herein provided.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents,  and  employees as the Board of Directors  of the  Corporation  may deem
necessary,  including a Controller,  one or more Assistant  Controllers,  one or
more Assistant  Treasurers and one or more Assistant  Secretaries,  each of whom
shall hold office for such period,  have such  authority and perform such duties
as the Board of Directors of the  Corporation  may from time to time  determine.
The Board of Directors of the Corporation may delegate to any principal  officer
the  power to  appoint  or  remove  any such  subordinate  officers,  agents  or
employees.

     SECTION  6.04.  Removal.  Any  officer of the  Corporation  may be removed,
either  with or without  cause,  by the vote of a majority of the whole Board of
Directors of the Corporation or, except in case of any officer  appointed by the
Board of Directors of the  Corporation,  by any  committee of officers upon whom
the  power  of  removal  may be  conferred  by the  Board  of  Directors  of the
Corporation, but such removal shall be without prejudice to the contract rights,
if any, of the officer so removed.

     SECTION  6.05.  Resignation.  Any  officer may resign at any time by giving
written  notice to the Board of Directors of the  Corporation  or the President.
Any such resignation  shall take effect as of the date of 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  6.06.  Vacancies.  A  vacancy  in any  office  because  of  death,
resignation,  removal,  disqualification  or any other cause shall be filled for
the unexpired  portion of the term in the manner  prescribed in these Bylaws for
regular election or appointment to such office.

     SECTION 6.07. Powers of Officers. The Board of Directors of the Corporation
shall  have the  authority  to fix or limit  the  powers  and  authority  of the
officers of the Corporation to conduct  transactions between the Corporation and
other  parties,  to enter into  contracts  proposed to be entered  into by or on
behalf  of the  Corporation  and with  respect  to all other  areas of  business
operation in which the officers of the Corporation may engage.

     SECTION 6.08.  Chairman of the Board.  The Chairman of the Board, if one is
elected,  shall be a  director  of the  Corporation  and  shall  preside  at all
meetings of the Board of Directors of the  Corporation  and  shareholders of the
Corporation.  The Chairman  shall have such  specific  powers and duties as from
time to time may be  conferred  or  assigned  by the Board of  Directors  of the
Corporation.

     SECTION 6.09. President. Subject to determination by the Board of Directors
of the  Corporation,  the President shall be the chief executive  officer of the
Corporation,  shall have general  executive  powers and shall have such specific
powers and duties as from time to time may be conferred  upon or assigned to him
or her by the Board of Directors of the Corporation.

     SECTION 6.10.  Vice  President.  Each Vice President shall have such powers
and perform  such duties as the Board of  Directors  of the  Corporation  or the
Executive  Committee may from time to time  prescribe or as shall be assigned by
the President.

     SECTION 6.11.  Treasurer.  The Treasurer  shall have charge and custody of,
and be responsible for, all funds and securities of the  Corporation,  and shall
deposit all such funds to the credit of the  Corporation  in such  banks,  trust
companies  or other  depositories  as shall be selected in  accordance  with the
provisions  of these  Bylaws.  The  Treasurer  shall  disburse  the funds of the
Corporation  as may be ordered by the Board of Directors of the  Corporation  or
the Executive  Committee,  making proper  vouchers for such  disbursements,  and
shall render to the Board of Directors of the Corporation or the stockholders of
the  Corporation,  whenever  the  Board  may  so  require,  a  statement  of all
transactions as Treasurer or the financial  condition of the Corporation and, in
general,  the Treasurer shall perform all the duties as from time to time may be
assigned by the Board of  Directors  of the  Corporation,  any  committee of the
Board designated by it so to act or the President.

     SECTION 6.12. Secretary. The Secretary shall record or cause to be recorded
in  books  provided  for  the  purpose  the  minutes  of  the  meetings  of  the
stockholders of the  Corporation,  the Board of Directors of the Corporation and
all committees of which a secretary shall not have been appointed. The Secretary
(i) shall see that all notices are duly given in accordance  with the provisions
of these Bylaws and as required by law, (ii) shall be custodian of all corporate
records (other than financial) and of the seal of the  Corporation,  (iii) shall
see that the seal is affixed to all  documents  the execution of which on behalf
of the  Corporation  under its seal is duly  authorized in  accordance  with the
provisions  of these Bylaws,  (iv) shall keep, or cause to be kept,  the list of
stockholders of the  Corporation as required by Section 2.09,  which include the
post-office  addresses of the  stockholders of the Corporation and the number of
shares  held by them,  respectively,  and  shall  make or cause to be made,  all
proper  changes  therein,  (v) shall see that the  books,  reports,  statements,
certificates  and all other  documents and records  required by law are properly
kept and filed,  and (vi) shall, in general,  perform all duties incident to the
office of  Secretary  and such other duties as may from time to time be assigned
by the Board of Directors of the  Corporation,  the  Executive  Committee or the
President.

     SECTION  6.13.  Salaries.  The  salaries of the  principal  officers of the
Corporation  shall be fixed from time to time by the Board of  Directors  of the
Corporation or a special committee  thereof,  and none of such officers shall be
prevented  from  receiving  a salary  by  reason of the fact that he or she is a
director of the Corporation.


                                   ARTICLE 7.

                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

     SECTION 7.01.  Indemnification of Authorized Representatives in Third Party
Proceedings.  The  Corporation  shall  indemnify  any  person  who  was or is an
authorized  representative  of the  Corporation and who was or is a party, or is
threatened  to be made a party,  to any third party  proceeding by reason of the
fact that such person was or is an authorized representative of the Corporation,
against  expenses,  judgments,  penalties,  fines and amounts paid in settlement
actually and  reasonably  incurred by such person in connection  with such third
party  proceeding if such person acted in good faith and in a manner such person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation  and, with respect to any criminal  third party  proceeding,  had no
reasonable  cause to believe such conduct was unlawful.  The  termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of nolo  contendere or its  equivalent  shall not of itself create a
presumption that the authorized  representative did not act in good faith and in
a manner which such person  reasonably  believed to be in or not opposed to, the
best interests of the Corporation, and, with respect to any criminal third party
proceeding, had reasonable cause to believe that such conduct was unlawful.

     SECTION 7.02.  Indemnification  of Authorized  Representatives in Corporate
Proceedings.  The  Corporation  shall  indemnify  any  person  who  was or is an
authorized  representative  of the  Corporation and who was or is a party, or is
threatened to be made a party, to any corporate proceeding by reason of the fact
that such  person was or is an  authorized  representative  of the  Corporation,
against expenses  actually and reasonably  incurred by such person in connection
with the defense or settlement of such corporate  action if such person acted in
good faith and in a manner reasonably  believed to be in, or not opposed to, the
best interests of the Corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  Corporation  unless,  and only to the extent that,
the  Court of  Chancery  or the court in which  such  corporate  proceeding  was
pending shall  determine upon  application  that,  despite the  adjudication  or
liability  but in view of all the  circumstances  of the case,  such  authorized
representative is fairly and reasonably  entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     SECTION 7.03. Mandatory Indemnification of Authorized  Representatives.  To
the  extent  that an  authorized  representative  of the  Corporation  has  been
successful on the merits or otherwise in defense of any third party or corporate
proceeding  or in defense of any claim,  issue or matter  therein,  such  person
shall be indemnified  against expenses actually and reasonably  incurred by such
person in connection therewith.

     SECTION  7.04.   Determination  of  Entitlement  to  Indemnification.   Any
indemnification under Section 7.01, 7.02 or 7.03 of this Article (unless ordered
by a court) shall be made by the Corporation  only as authorized in the specific
case upon a determination that indemnification of the authorized  representative
is proper in the circumstances because such person has either met the applicable
standard of conduct set forth in Section 7.01 or 7.02 or has been  successful on
the  merits  or  otherwise  as set  forth in  Section  7.03 and that the  amount
requested has been actually and reasonably incurred. Such determination shall be
made:

     (a) By the Board of Directors of the  Corporation by a majority of a quorum
consisting  of directors of the  Corporation  who were not parties to such third
party or corporate proceeding, or

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

     (c) By the stockholders of the Corporation.

     SECTION 7.05. Advancing Expenses. Expenses actually and reasonably incurred
in defending a third party or corporate  proceeding  may be paid on behalf of an
authorized representative by the Corporation in advance of the final disposition
of such third party or corporate proceeding upon receipt of an undertaking by or
on behalf of such  authorized  representative  to repay such  amount if it shall
ultimately be determined  that such person is not entitled to be  indemnified by
the  Corporation  as authorized in this Article.  The financial  ability of such
authorized  representative to make such repayment shall not be a prerequisite to
the making of an advance.

     SECTION 7.06. Definitions. For purposes of this Article:

     (a)  "authorized  representative"  shall mean a director  or officer of the
Corporation or a person serving at the request of the Corporation as a director,
officer or trustee of another Corporation,  partnership, joint venture, trust or
other enterprise;

     (b) "Corporation" shall include, in addition to the resulting  corporation,
any  constituent  Corporation  (including  any  constituent  of  a  constituent)
absorbed in a  consolidation  or merger  which,  if its separate  existence  had
continued,  would  have had power and  authority  to  indemnify  its  directors,
officers,  employees  or agents,  so that any  person who is or was a  director,
officer, employee or agent of such constituent Corporation, or is or was serving
at the request of such constituent Corporation as a director,  officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  shall  stand in the same  position  under  the  provisions  of this
Article with respect to the  resulting or surviving  corporation  as such person
would  have  with  respect  to  such  constituent  corporation  if its  separate
existence had continued;

     (c) "corporate proceeding" shall mean any threatened,  pending or completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor or investigative proceeding by the Corporation;

     (d)  "criminal  third  party   proceeding"  shall  include  any  action  or
investigation which could or does lead to a criminal third party proceeding;

     (e) "expenses" shall include attorneys' fees and disbursements;

     (f)  "fines"  shall  include  any excise  taxes  assessed  on a person with
respect to an employee benefit plan;

     (g) "not opposed to the best  interest of the  Corporation"  shall  include
actions  taken in good  faith  and in a  manner  the  authorized  representative
reasonably  believed to be in the interest of the participants and beneficiaries
of an employee benefit plan;

     (h) "other enterprises" shall include employee benefit plans;

     (i) "party" shall include the giving of testimony or similar involvement;

     (j) "serving at the request of the  Corporation"  shall include any service
as a director,  officer or employee of the Corporation  which imposes duties on,
or involves  services by, such director,  officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; and

     (k)  "third  party  proceeding"  shall  mean  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.

     SECTION  7.07.  Insurance.   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 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 or the obligation to
indemnify  such person  against  such  liability  under the  provisions  of this
Article.

     SECTION  7.08.  Scope  of  Article.   The   indemnification  of  authorized
representatives  and  advancement  of expenses,  as  authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking  indemnification  or advancement of expenses may be entitled
under  any  statute,  agreement,  vote of  stockholders  of the  Corporation  or
disinterested directors of the Corporation or otherwise, both as to action in an
official capacity and as to action in another capacity.  The indemnification and
advancement of expenses  provided by or granted  pursuant to this Article shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has  ceased  to be an  authorized  representative  and  shall  insure to the
benefit of the heirs, executors and administrators of such a person.

     SECTION  7.09.  Reliance  on  Provisions.  Each  person who shall act as an
authorized  representative  of the Corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.


                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 8.01. Execution of Contracts.  Unless the Board of Directors of the
Corporation  or the  Executive  Committee  shall  otherwise  determine,  (a) the
Chairman of the Board, the President,  any Vice President or the Treasurer,  and
(b) the  Secretary or any  Assistant  Secretary,  may enter into any contract or
execute  any  contract  or  other  instrument,  the  execution  of  which is not
otherwise  specifically  provided  for,  in  the  name  and  on  behalf  of  the
Corporation.  The  Board  of  Directors  of the  Corporation,  or any  committee
designated  thereby with power so to act, except as otherwise  provided in these
Bylaws,  may authorize  any other or additional  officer or officers or agent or
agents of the  Corporation,  and such  authority  may be general or  confined to
specific  instances.  Unless authorized so to do by these Bylaws or by the Board
of Directors of the Corporation or by any such committee,  no officer,  agent or
employee  shall  have any  power or  authority  to bind the  Corporation  by any
contract  or  engagement  or to  pledge  its  credit  or  to  render  it  liable
pecuniarily for any purpose or to any amount.

     SECTION  8.02.  Loans.  No  loan  shall  be  contracted  on  behalf  of the
Corporation,  and no  evidence  of  indebtedness  shall be issued,  endorsed  or
accepted  in its  name,  unless  authorized  by the  Board of  Directors  of the
Corporation or Executive Committee or other committee designated by the Board to
act. Such  authority may be general or confined to specific  instances.  When so
authorized,  the officer or officers  thereunto  authorized may effect loans and
advances at any time for the Corporation  from any bank,  trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances may make,  execute and deliver  promissory  notes or other evidences of
indebtedness of the Corporation,  and, when authorized as aforesaid, as security
for the payment of any and all loans, advances,  indebtedness and liabilities of
the  Corporation,  may  mortgage,  pledge,  hypothecate  or transfer any real or
personal property at any time owned or held by the Corporation,  and to that end
execute instruments of mortgage or pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills or exchange or
other orders for the payment of money, obligations,  notes, or other evidence of
indebtedness,  bills of lading, warehouse receipts and insurance certificates of
the Corporation  shall be signed or endorsed by such officer or officers,  agent
or agents,  attorney or attorneys,  employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors of
the  Corporation  or Executive  Committee or other  committee  designated by the
Board so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks,  trust  companies or other  depositories as the Board of Directors of the
Corporation or Executive Committee or other committee designated by the Board so
to act may from time to time  designate,  or as may be designated by any officer
or  officers  or agent or agents of the  Corporation  to whom such  power may be
delegated by the Board of Directors of the Corporation or Executive Committee or
other  committee  designated by the Board so to act and, for the purpose of such
deposit and for the purposes of  collection  for the account of the  Corporation
may be endorsed, assigned and delivered by any officer, agent or employee of the
Corporation  or in such other manner as may from time to time be  designated  or
determined  by  resolution  of the  Board of  Directors  of the  Corporation  or
Executive Committee or other committee designated by the Board so to act.

     SECTION  8.05.  Proxies  in Respect of  Securities  of Other  Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors of the
Corporation or the Executive  Committee or other  committee so designated to act
by the  Board,  the  President  may from time to time  appoint  an  attorney  or
attorneys  or agent or agents of the  Corporation,  in the name and on behalf of
the Corporation,  to cast the votes that the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, association
or trust any of whose stock or other  securities may be held by the Corporation,
at  meetings  of the  holders  of the stock or other  securities  of such  other
corporation,  association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or trust,  and may  instruct the person or persons so appointed as to the manner
of casting  such votes or giving  such  consent,  and may execute or cause to be
executed in the name and on behalf of the  Corporation  and under its  corporate
seal, or otherwise,  all such written proxies or other  instruments as he or she
may deem necessary or proper in the premises.


                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01.  Place.  The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
of the Corporation  may from time to time determine.  The stock record books and
the blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors of the Corporation.

     SECTION 9.02 Addresses of Stockholders. Each stockholder of the Corporation
shall furnish to the Secretary of the  Corporation  or to the transfer  agent of
the  Corporation an address at which notices of meetings and all other corporate
notices  may be served upon or mailed to him and if any such  stockholder  shall
fail to designate such address,  corporate notices may be served upon him or her
by mail, postage prepaid,  to him or her at his or her post-office  address last
known  to the  Secretary  or to the  transfer  agent  of the  Corporation  or by
transmitting a notice thereof to him or her at such address by telegraph,  cable
or other available method.

     SECTION 9.03.  Record Dates.  The Board of Directors of the Corporation may
fix in advance a date,  not less than ten days nor more than sixty days prior to
the date of any meeting of stockholders of the Corporation,  or the date for the
payment of any  dividend,  or the date for the  allotment of any rights,  or the
date  when  any  change  or  conversion  or  exchange  of  capital  stock of the
Corporation  shall go into effect,  or a date in connection  with obtaining such
consent,  as a record  date for the  determination  of the  stockholders  of the
Corporation  entitled  to notice  of,  and to vote at,  any such  meeting or any
adjournment thereof, or entitled to receive payment of any such dividend,  or to
any such  allotment  of  rights,  or to  exercise  the  rights in respect of any
change,  conversion or exchange of capital stock of the Corporation,  or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be  stockholders  of record on the date so fixed  shall be  entitled to
notice  of, or to vote at,  such  meeting  and any  adjournment  thereof,  or to
receive payment of such dividend,  or to receive such allotment of rights, or to
exercise   such  rights  or  to  give  such   consent,   as  the  case  may  be,
notwithstanding  any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

     SECTION 9.04.  Audit of Books and  Accounts.  The books and accounts of the
Corporation  shall be  audited at least once in each  fiscal  year by  certified
public  accountants  of good standing  selected by the Board of Directors of the
Corporation.


                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION  10.01.  Certificates  of  Stock.  Every  owner  of  stock  of  the
Corporation  shall be entitled to have a  certificate  certifying  the number of
shares owned by him or her in the Corporation and designating the class of stock
to which such shares belong,  which shall otherwise be in such form as the Board
of Directors of the Corporation shall prescribe. Every such certificate shall be
signed  by the  President  or a Vice  President  and  by  the  Treasurer  or any
Assistant  Treasurer  or  the  Secretary  or  any  Assistant  Secretary  of  the
Corporation;  provided,  however,  that  where  such  certificate  is  signed or
countersigned  by a transfer  agent or registrar the signatures of such officers
of the  Corporation and the seal of the Corporation may be in facsimile form. In
case any officer or officers who shall have signed, or whose facsimile signature
or  signatures  shall have been used on, any such  certificate  or  certificates
shall cease to be such officer or officers of the  Corporation,  whether because
of death,  resignation or otherwise,  before such  certificate  or  certificates
shall have been delivered by the  Corporation,  such certificate or certificates
may nevertheless be issued and delivered by the Corporation as though the person
or  persons  who  signed  such  certificate  or  whose  facsimile  signature  or
signatures  shall have been used  thereof  had not ceased to be such  officer or
officers of the Corporation.

     SECTION  10.02  Record.  A record  shall be kept of the name of the person,
firm or corporation  owning the stock  represented by each certificate for stock
of the  Corporation  issued,  the  number  of  shares  represented  by each such
certificate, and the date of issuance thereof and, in case of cancellation,  the
date  of  cancellation.  The  person  in  whose  name  shares  of  stock  of the
Corporation  stand on the books of the  Corporation  shall be  deemed  the owner
thereof for all purposes as regards the Corporation.

     SECTION 10.03.  Transfer of Stock.  Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder  thereof,  or by his or her  attorney  thereunto  authorized,  and on the
surrender of the certificate or certificates for such shares properly  endorsed.
All certificates  surrendered to the Corporation or its agent for transfer shall
be canceled.

     SECTION 10.04. Transfer Agent and Registrar;  Regulations.  The Corporation
shall,  if and whenever the Board of Directors of the  Corporation  or Executive
Committee shall so determine, maintain one or more transfer offices or agencies,
each in charge of a transfer  agent  designated by the Board of Directors of the
Corporation,  where the shares of the capital stock of the Corporation  shall be
directly  transferable  and also,  if and whenever the Board of Directors of the
Corporation shall so determine,  maintain one or more offices, each in charge of
a registrar designated by the Board of Directors of the Corporation,  where such
shares of stock shall be registered.  The Board of Directors of the  Corporation
may make such rules and regulations as it may deem expedient,  not  inconsistent
with  these  Bylaws,   concerning  the  issue,   transfer  and  registration  of
certificates for shares of the capital stock of the Corporation.

     SECTION 10.05. Lost,  Destroyed or Mutilated  Certificates.  In case of the
alleged loss or  destruction  or the  mutilation of a  certificate  representing
capital  stock of the  Corporation,  a new  certificate  may be  issued in place
thereof,  in the  manner and upon such  terms as the Board of  Directors  of the
Corporation may prescribe.


                                   ARTICLE 11.

                                      SEAL

     The Board of Directors of the  Corporation  shall provide a corporate seal,
which  shall  be in the  form  of a  circle  and  shall  bear  the  name  of the
Corporation and the state and year of incorporation.

                                   ARTICLE 12.

                                   FISCAL YEAR

     The  fiscal  year of the  Corporation  shall  commence  on the first day of
January  and  shall  end on the last day of  December  in each  year,  except as
otherwise  provided  from  time  to  time  by  the  Board  of  Directors  of the
Corporation.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice is required to be given by statute, these Bylaws or the
Charter,  a waiver thereof in writing,  signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.


                                   ARTICLE 14.

                                   AMENDMENTS

     Subject to the terms and  provisions  of the  Charter,  these Bylaws may be
altered, amended or repealed or new Bylaws may be adopted by the stockholders of
the Corporation or by the Board of Directors of the Corporation, when such power
is conferred upon the Board of Directors of the  Corporation by the Charter,  at
any regular  meeting of the  stockholders  of the Corporation or of the Board of
Directors of the Corporation or at any special meeting of the stockholders or of
the  Board  of  Directors  of the  Corporation  if  notice  of such  alteration,
amendment,  repeal or adoption of new Bylaws is  contained in the notice of such
special  meeting;  provided that  notwithstanding  any other provisions of these
Bylaws, the Charter as in effect from time to time or any provision of law which
might  otherwise  permit  a  lesser  vote or no  vote,  but in  addition  to any
affirmative vote of the holders of any particular class or series of the capital
stock required by law, these Bylaws or the Charter,  the affirmative vote of the
holders of at least sixty percent (60%) of the then-outstanding  "Common Shares"
and "Class A Preferred  Shares" (as  defined in the  Charter)  entitled to vote,
voting together as a single class,  shall be required to alter,  amend or repeal
any provision of these Bylaws.