<PAGE>


                                INFORMAX, INC.


                                    BYLAWS





                             AMENDED BY THE BOARD
                                    AS OF
                               OCTOBER 17, 2001





<PAGE>


                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S> <C>                                                                       <C>
1.   OFFICES.......................................................................1
     1.1    Registered Office......................................................1
     1.2    Other Offices..........................................................1
2.   MEETINGS OF STOCKHOLDERS......................................................1
     2.1    Place of Meetings......................................................1
     2.2    Annual Meetings........................................................1
     2.3    Special Meetings.......................................................2
     2.4    Notice of Meetings.....................................................3
     2.5    Waivers of Notice......................................................3
     2.6    List of Stockholders...................................................3
     2.7    Quorum at Meetings.....................................................4
     2.8    Voting and Proxies.....................................................4
     2.9    Required Vote..........................................................4
     2.10   Inspectors.............................................................4
3.   DIRECTORS.....................................................................5
     3.1    Powers.................................................................5
     3.2    Number and Election....................................................5
     3.3    Meetings...............................................................6
            3.3.1  Regular Meetings................................................6
            3.3.2  Special Meetings................................................6
            3.3.3  Telephone Meetings..............................................6
            3.3.4  Action Without Meeting..........................................6
            3.3.5  Waiver of Notice of Meeting.....................................6
     3.4    Quorum and Vote at Meetings............................................7
     3.5    Committees of Directors................................................7
     3.6    Compensation of Directors..............................................7
4.   OFFICERS......................................................................8
     4.1    Positions..............................................................8
     4.2    Chairman...............................................................8
     4.3    President..............................................................8
     4.4    Vice President.........................................................8
     4.5    Secretary..............................................................9
     4.6    Assistant Secretary....................................................9
     4.7    Treasurer..............................................................9
     4.8    Assistant Treasurer....................................................9
     4.9    Term of Office.........................................................9
     4.10   Compensation...........................................................9
     4.11   Fidelity Bonds.........................................................10
5.   CAPITAL STOCK.................................................................10
     5.1    Certificates of Stock; Uncertificated Shares...........................10
     5.2    Lost Certificates......................................................10
     5.3    Record Date............................................................10
            5.3.1  Actions by Stockholders.........................................10
</TABLE>

<PAGE>




<TABLE>
<S> <C>                                                                       <C>
            5.3.2  Payments........................................................11
     5.4    Stockholders of Record.................................................11
6.   INDEMNIFICATION; INSURANCE....................................................11
     6.1    Authorization of Indemnification.......................................11
     6.2    Right of Claimant to Bring Action Against the Corporation..............12
     6.3    Non-Exclusivity........................................................13
     6.4    Survival of Indemnification............................................13
     6.5    Insurance..............................................................13
7.   GENERAL PROVISIONS............................................................13
     7.1    Inspection of Books and Records........................................13
     7.2    Dividends..............................................................14
     7.3    Reserves...............................................................14
     7.4    Execution of Instruments...............................................14
     7.5    Fiscal Year............................................................14
     7.6    Seal...................................................................14
</TABLE>




                                     -ii-
<PAGE>
                                                                   EXHIBIT 3.1
                                    RESTATED
                                     BYLAWS
                                       OF
                                 INFORMAX, INC.

1.      OFFICES

        1.1    REGISTERED OFFICE

               The registered office of the Corporation shall be in
Wilmington, Delaware, and the initial registered agent in charge thereof shall
be Corporation Service Company.

        1.2    OTHER OFFICES

               The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors of
the Corporation (the "Board") may from time to time determine or as may be
necessary or useful in connection with the business of the Corporation.

2.      MEETINGS OF STOCKHOLDERS

        2.1    PLACE OF MEETINGS

               All meetings of the stockholders shall be held at such place as
may be fixed from time to time by the Board, the Chairman or the President.

        2.2    ANNUAL MEETINGS

               (a)    The Corporation shall hold annual meetings of
stockholders on such date and at such time as shall be designated from time to
time by the Board, the Chairman or the President. At each annual meeting, the
stockholders shall elect by a plurality vote (as provided in Section 2.9
hereof) directors to succeed those whose terms expire at the time of the
annual meeting. The nomination of persons for election to the Board and the
proposal of any other business to be transacted at an annual meeting may be
made only (i) by or at the direction of the Board or (ii) by any stockholder
of record who gives notice in accordance with the procedures set forth in
paragraph (b) of this Section 2.2 and who is a stockholder of record both on
the date of giving such notice and on the record date for the determination of
stockholders entitled to vote at such annual meeting; only persons thereby
nominated shall be eligible to serve as directors and only business thereby
proposed shall be transacted at an annual meeting. The presiding officer of
the annual meeting shall determine whether a nomination or any proposal of
business complies or complied with this Section 2.2.

               (b)    For nominations and other business to be brought
properly before an annual meeting by a stockholder pursuant to clause (ii) of
paragraph (a) of this Section 2.2, the





<PAGE>



stockholder must deliver notice to the Secretary of the Corporation at the
principal executive offices of the Corporation in accordance with this Section
2.2(b). The notice must be received by the Secretary not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, the stockholder must so deliver the notice
not earlier than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made; provided further, however, that in the
event that the number of directors to be elected to the Board is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board made by the Corporation at least 70
days prior to the first anniversary of the preceding annual meeting, with
respect to nominees for any new position created by the increase, the
stockholder must so deliver the notice not later than the close of business on
the tenth day following the day on which such public announcement is first
made. The stockholder's notice must set forth: (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations thereunder (together with such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected), whether or not the Corporation is then subject to
Section 14(a) and such rules and regulations; (ii) as to any other business
that the stockholder proposes to transact at the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting the business at the meeting and any material interest in the
business of the stockholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (iii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal
is made, the name and address of the stockholder, as they appear on the
Corporation's books, and of such beneficial owner, the class and number of
shares of the Corporation that are owned beneficially and of record by such
stockholder and such beneficial owner and a representation that the
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the meeting. For purposes of this Section 2.2 and
Section 2.3 hereof, a "public announcement" means disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
news service, in a document publicly filed with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act (or their
successor provisions), or in a notice of meeting or proxy statement mailed
generally to the Corporation's stockholders. In giving notice under this
Section 2.2, a stockholder must also comply with state law and the Exchange
Act (and the rules and regulations thereunder). Nothing in this Section 2.2
shall be deemed to affect the rights of a stockholder to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 (or its
successor provision) under the Exchange Act.

        2.3    SPECIAL MEETINGS

               Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called only by the
Board, the Chairman or the President of the Corporation or as otherwise set
forth in the Corporation's Certificate of Incorporation (as





                                     -2-
<PAGE>

amended and restated from time to time, the "Certificate of Incorporation").
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice relating to such meeting (or to the purposes
for which the meeting is called if such notice is waived or is not required as
provided in the General Corporation Law of the State of Delaware (the
"Delaware General Corporation Law") or these Bylaws). In the case of a special
meeting of stockholders called for the purpose of electing directors,
nominations may be made only (i) by or at the direction of the Board or (ii)
by any stockholder of record who delivers to the Secretary, no later than the
tenth day following the day on which public announcement of the special
meeting is made, a notice that complies with and is delivered in accordance
with Section 2.2(b) above.

        2.4    NOTICE OF MEETINGS

               Written notice of any meeting of stockholders, stating the
place, date and hour of the meeting, and (if it is a special meeting) the
purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
60 days before the date of the meeting (except to the extent that such notice
is waived or is not required as provided in the Delaware General Corporation
Law or these Bylaws). Such notice shall be given in accordance with, and shall
be deemed effective as set forth in, Section 222 (or any successor section) of
the Delaware General Corporation Law.

        2.5    WAIVERS OF NOTICE

               Whenever the giving of any notice is required by statute, the
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting
shall constitute a waiver of notice (1) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (2) (if it is a special meeting) of
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter at the beginning of the meeting.

        2.6    LIST OF STOCKHOLDERS

               After the record date for a meeting of stockholders has been
fixed, at least ten days before such meeting, the officer or other agent of
the Corporation who has charge of the stock ledger of the Corporation shall
make a list of all stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place in the city where the meeting is to be held, which
place is to be specified in the notice of the meeting, or at the place where
the meeting is to be held. Such list shall also, for the duration of the
meeting, be produced and kept open to the examination of any stockholder who
is present at the time and place of the meeting.



                                     -3-
<PAGE>



        2.7    QUORUM AT MEETINGS

               Stockholders may take action on a matter at a meeting only if a
quorum exists with respect to that matter. Except as otherwise provided by
statute or by the Certificate of Incorporation, a quorum shall exist if there
are present in person or represented by proxy the holders of a majority of the
shares entitled to vote at the meeting. Where a separate vote by a class or
classes is required, a majority of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter. Once a share
is represented for any purpose at a meeting (other than solely to object (1)
to holding the meeting or transacting business at the meeting or (2) (if it is
a special meeting) to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice), it is
deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
the adjourned meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.

        2.8    VOTING AND PROXIES

               Unless otherwise provided in the Delaware General Corporation
Law or in the Certificate of Incorporation, and subject to the other
provisions of these Bylaws, each stockholder shall be entitled to one vote on
each matter, in person or by proxy, for each share of the Corporation's
capital stock that has voting power and that is held by such stockholder. No
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed appointment of proxy shall
be irrevocable if the appointment form 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.

        2.9    REQUIRED VOTE

               When a quorum is present at any meeting of stockholders, all
matters shall be determined, adopted and approved by the affirmative vote
(which need not be by ballot) of the holders of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote
with respect to the matter, unless the proposed action is one upon which, by
express provision of statutes or of the Certificate of Incorporation, a
different vote is specified and required, in which case such express provision
shall govern and control with respect to that vote on that matter. Where a
separate vote by a class or classes is required, the affirmative vote of the
holders of a majority of the shares of such class or classes present in person
or represented by proxy at the meeting shall be the act of such class.
Notwithstanding the foregoing, directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.

        2.10   INSPECTORS

               Prior to any meeting of stockholders, the Board or the
President shall appoint one or more inspectors to act at such meeting and make
a written report thereof and may designate


                                     -4-
<PAGE>



one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at the meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall ascertain the number of
shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the inspectors
and certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint
or retain other persons to assist them in the performance of their duties. The
date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the
meeting. No ballot, proxy or vote, nor any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls.
In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted therewith, any information provided by a stockholder who submits a
proxy by telegram, cablegram or other electronic transmission from which it
can be determined that the proxy was authorized by the stockholder, ballots
and the regular books and records of the Corporation, and they may also
consider other reliable information for the limited purposes of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their
nominees or similar persons that represent more votes than the holder of a
proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspectors consider other reliable
information for such purpose, they shall, at the time they make their
certification, specify the precise information considered by them, including
the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained and
the basis for the inspectors' belief that such information is accurate and
reliable.

3.      DIRECTORS

        3.1    POWERS

               The business and affairs of the Corporation shall be managed by
or under the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation
set forth in the Certificate of Incorporation or as otherwise may be provided
in the Delaware General Corporation Law.

        3.2    NUMBER AND ELECTION

               Within the limits set forth in the Certificate of
Incorporation, the number of directors shall be determined by resolution of
the Board. Unless the Certificate of Incorporation provides otherwise, the
directorships shall be classified into three classes (I, II and III) as nearly
equal as possible. The directors shall be elected at the annual meeting of the
stockholders in accordance with the Certificate of Incorporation. Vacancies on
the Board shall be filled in accordance with the Certificate of Incorporation.
Once elected or chosen pursuant to the



                                     -5-
<PAGE>


Certificate of Incorporation, a director shall hold office until the
director's successor is elected and qualified or until the director dies,
resigns or is removed; provided, however, that if the Board decreases the
number of directors constituting the whole Board and designates a particular
directorship to be eliminated due to the decrease, a director in the
eliminated directorship shall cease to hold office after the next election of
such directorship, unless the director is nominated and elected to another
directorship on the Board.

        3.3     MEETINGS

                3.3.1  REGULAR MEETINGS

                       Regular meetings of the Board may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.

                3.3.2  SPECIAL MEETINGS

                       Special meetings of the Board may be called by the
Chairman, President or any director then serving on the Board on one day's
notice to each director, either personally or by telephone, express delivery
service (so that the scheduled delivery date of the notice is at least one day
in advance of the meeting), telegram or facsimile transmission, and on five
days' notice by mail (effective upon deposit of such notice in the mail). The
notice need not describe the purpose of a special meeting.

                3.3.3  TELEPHONE MEETINGS

                       Members of the Board may participate in a meeting of the
Board by any communication by means of which all participating directors can
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

                3.3.4  ACTION WITHOUT MEETING

                       Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if the action is taken by
all members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and delivered to
the Corporation for inclusion in the minute book.

                3.3.5  WAIVER OF NOTICE OF MEETING

                       A director may waive any notice required by statute, the
Certificate of Incorporation or these Bylaws before or after the date and time
stated in the notice. Except as set forth below, the waiver must be in
writing, signed by the director entitled to the notice, and delivered to the
Corporation for inclusion in the minute book. Notwithstanding the foregoing, a
director's attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting.



                                     -6-
<PAGE>

        3.4    QUORUM AND VOTE AT MEETINGS

               At all meetings of the Board, a quorum of the Board consists of
a majority of the total number of directors constituting the whole Board as
established pursuant to Section 3.2 of these Bylaws. The vote of a majority of
the directors present at any meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by statute
or by the Certificate of Incorporation or by these Bylaws.

        3.5    COMMITTEES OF DIRECTORS

               The Board may designate one or more committees, each committee
to consist of one or more directors. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. If a member of a
committee is absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether
or not such member or members constitute a quorum, may, by unanimous vote,
appoint another member of the Board to act at the meeting in the place of such
absent or disqualified member. Any such committee, to the extent provided in
the resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to
all papers that may require it; but no such committee shall have the power or
authority in reference to approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or adopting,
amending or repealing any Bylaw of the Corporation; and unless the resolution
designating the committee, these Bylaws or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the
Board. Each committee shall keep regular minutes of its meetings and report
the same to the Board, when required. Unless otherwise specified in the Board
resolution appointing the Committee, all provisions of the Delaware General
Corporation Law and these Bylaws relating to meetings, action without
meetings, notice (and waiver thereof) and quorum and voting requirements of
the Board apply, as well, to such committees and their members.

        3.6    COMPENSATION OF DIRECTORS

               The Board shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.


                                     -7-
<PAGE>
4.      OFFICERS

        4.1    POSITIONS

               The officers of the Corporation shall be a Chairman, a
President and a Secretary, and such other officers as the Board (or an officer
authorized by the Board) from time to time may appoint, including a Treasurer,
one or more Vice Presidents (any of whom may be designated Senior Vice
President or Executive Vice President), Assistant Secretaries and Assistant
Treasurers. Each such officer shall exercise such powers and perform such
duties as shall be set forth below and such other powers and duties as from
time to time may be specified by the Board or by any officer(s) authorized by
the Board to prescribe the duties of such other officers. Any number of
offices may be held by the same person, except that in no event shall the
President and the Secretary be the same person. Each of the Chairman,
President and/or any Vice President may execute bonds, mortgages, contracts
and other instruments and documents under the seal of the Corporation, if
required, except where required or permitted by law to be otherwise executed
and except where the execution thereof shall be expressly delegated by the
Board or President to some other officer or agent of the Corporation.

        4.2    CHAIRMAN

               The Chairman shall (when present and unless otherwise provided
by resolution of the Board or delegated by the Chairman) preside at all
meetings of the Board and stockholders, and shall ensure that all orders and
resolutions of the Board and stockholders are carried into effect. In the
absence of the Chairman or his inability or refusal to act, a Vice Chairman
shall perform the duties as Chairman.

        4.3    PRESIDENT

               The President shall have full responsibility and authority for
management of the operations of the Corporation and shall have and perform
such other duties as may be prescribed by the stockholders, the Board or the
Executive Committee (if any).

        4.4    VICE PRESIDENT

               In the absence of the President or in the event of the
President's inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President. Unless the order is otherwise designated, an Executive Vice
President shall come in order before any Senior Vice President and any Vice
President, and a Senior Vice President shall come in order before any Vice
President.


                                     -8-
<PAGE>



        4.5    SECRETARY

               The Secretary shall have responsibility for preparation of
minutes of meetings of the Board and of the stockholders and for
authenticating records of the Corporation. The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings
of the Board. The Secretary or an Assistant Secretary may also attest all
instruments signed by any other officer of the Corporation.

        4.6    ASSISTANT SECRETARY

               The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board (or if there shall
have been no such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of the Secretary's inability
or refusal to act, perform the duties and exercise the powers of the
Secretary.

        4.7    TREASURER

               The Treasurer, if one is appointed, shall have responsibility
for the custody of the corporate funds and securities and shall see to it that
full and accurate accounts of receipts and disbursements are kept in books
belonging to the Corporation. The Treasurer, if one is appointed, shall render
to the Chairman, the President and the Board, upon request, an account of all
financial transactions and of the financial condition of the Corporation.

        4.8    ASSISTANT TREASURER

               The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board (or if there
shall have been no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of the Treasurer's
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer.

        4.9    TERM OF OFFICE

               The officers of the Corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the Board may be removed at
any time, with or without cause, by the affirmative vote of a majority of the
Board.

        4.10   COMPENSATION

               The compensation of officers of the Corporation shall be fixed
by the Board or by any officer(s) authorized by the Board to prescribe the
compensation of such other officers.



                                     -9-
<PAGE>


        4.11   FIDELITY BONDS

               The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.

5.      CAPITAL STOCK

        5.1    CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

               The shares of the Corporation shall be represented by
certificates, provided that the Board may provide by resolution that some or
all of any or all classes or series of the Corporation's stock be
uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until the certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board,
every holder of stock represented by certificates, and upon request every
holder of uncertificated shares, shall be entitled to have a certificate
(representing the number of shares registered in certificate form) signed in
the name of the Corporation by the Chairman, President or any Vice President,
and by the Treasurer, Secretary or any Assistant Treasurer or Assistant
Secretary of the Corporation. Any or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar whose signature
or facsimile signature appears on a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

        5.2    LOST CERTIFICATES

               The Board, Chairman, President or Secretary may direct a new
certificate of stock to be issued in place of any certificate theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming that the
certificate of stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the Board or any such officer may, 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 advertise the same in such manner as the Board or such
officer shall require and/or to give the Corporation a bond or indemnity, in
such sum or on such terms and conditions as the Board or such officer may
direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.

        5.3    RECORD DATE

               5.3.1   ACTIONS BY STOCKHOLDERS

               In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the



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Board, and which record date shall not be more than 60 days nor less than ten
days before the date of such meeting. If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote
at a meeting of stockholders shall be the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board fixes a new record date for the adjourned meeting.


               5.3.2   PAYMENTS

               In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

        5.4    STOCKHOLDERS OF RECORD

               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, to receive notifications, to vote as such owner and to exercise all
the rights and powers of an owner. The Corporation 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 may be provided by the Delaware General
Corporation Law.

6.      INDEMNIFICATION; INSURANCE

        6.1    AUTHORIZATION OF INDEMNIFICATION

               Each person who was or is a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative and
whether by or in the right of the Corporation or otherwise (a "proceeding"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company,
trust or other enterprise, including service with respect to an employee
benefit plan, shall be (and shall be deemed to have a contractual right to be)
indemnified and held harmless by the Corporation (and any successor to the
Corporation by merger or otherwise) to the fullest extent authorized by, and
subject to the conditions and (except as provided herein) procedures set forth
in the Delaware General Corporation Law, as the same exists or may hereafter
be amended (but any such amendment shall not be deemed to limit or prohibit
the rights of indemnification hereunder for past acts or omissions of any such
person





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<PAGE>


insofar as such amendment limits or prohibits the indemnification rights that
said law permitted the Corporation to provide prior to such amendment),
against all expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in
settlement) actually and reasonably incurred or suffered by such person in
connection therewith 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 proceeding, had no
reasonable cause to believe such person's conduct was unlawful; provided,
however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person (except for a suit or action pursuant to Section 6.2 hereof) only
if such proceeding (or part thereof) was authorized by the Board. Persons who
are not directors or officers of the Corporation and are not so serving at the
request of the Corporation may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board. The indemnification
conferred in this Section 6.1 also shall include the right to be paid by the
Corporation (and such successor) the expenses (including attorneys' fees)
incurred in the defense of or other involvement in any such proceeding in
advance of its final disposition; provided, however, that, if and to the
extent the Delaware General Corporation Law requires, the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking by or on behalf of such director
or officer to repay all amounts so paid in advance if it shall ultimately be
determined that such director or officer is not entitled to be indemnified
under this Section 6.1 or otherwise; and provided further, that such expenses
incurred by other employees and agents may be so paid in advance upon such
terms and conditions, if any, as the Board deems appropriate.

        6.2    RIGHT OF CLAIMANT TO BRING ACTION AGAINST THE CORPORATION

               If a claim under Section 6.1 is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring an action 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 action. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
connection with any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct that make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed or is otherwise not entitled
to indemnification under Section 6.1, but the burden of proving such defense
shall be on the Corporation. The failure of the Corporation to have made a
determination (in the manner provided under the Delaware General Corporation
Law) prior to or after the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law shall not be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. Unless otherwise
specified in an agreement with the claimant, an actual determination by the
Corporation (in the manner provided under the Delaware General Corporation
Law) after the commencement of such action that the claimant has not met such
applicable standard of conduct shall not be a


                                     -12-
<PAGE>


defense to the action, but shall create a presumption that the claimant has
not met the applicable standard of conduct.

        6.3    NON-EXCLUSIVITY

               The rights to indemnification and advance payment of expenses
provided by Section 6.1 hereof shall not be deemed exclusive of any other
rights to which those seeking indemnification and advance payment of expenses
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

        6.4    SURVIVAL OF INDEMNIFICATION

               The indemnification and advance payment of expenses and rights
thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee, partner or agent and shall
inure to the benefit of the personal representatives, heirs, executors and
administrators of such person.

        6.5    INSURANCE

               The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, partner (limited or general) or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of the Delaware General Corporation Law.

7.      GENERAL PROVISIONS

        7.1    INSPECTION OF BOOKS AND RECORDS

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



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<PAGE>


        7.2    DIVIDENDS

               The Board may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Delaware.

        7.3    RESERVES

               The directors of the Corporation may set apart, out of the
funds of the Corporation available for dividends, a reserve or reserves for
any proper purpose and may abolish any such reserve.

        7.4    EXECUTION OF INSTRUMENTS

               All checks, drafts or other orders for the payment of money and
promissory notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board may from time to time
designate.

        7.5    FISCAL YEAR

               The fiscal year of the Corporation shall be fixed by resolution
of the Board.

        7.6    SEAL

               The corporate seal shall be in such form as the Board shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   * * * *



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