AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              HOMESERVICES.COM INC.

                     (hereinafter called the "Corporation")


                                    ARTICLE I
                                     OFFICES


           Section 1.  Registered Office.  The registered office of the
 Corporation shall be in the City of Wilmington, County of New Castle, State
 of Delaware.

           Section 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 may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

           Section 1. Place of Meetings.  Meetings of the  stockholders  for the
 election of directors or for any other  purpose  shall be held at such time and
 place,  either  within or without the State of Delaware as shall be  designated
 from time to time by the Board of  Directors  and  stated in the  notice of the
 meeting or in a duly executed waiver of notice thereof.

           Section 2. Annual Meetings.  Annual meetings of stockholders shall be
 held on such date and at such time as shall be designated  from time to time by
 the Board of  Directors  and  stated in the  notice  of the  meeting,  at which
 meetings  the  stockholders  shall  elect a Board of  Directors  (or  specified
 classes  thereof),  and transact such other business as may properly be brought
 before the meeting.  Written  notice of the annual  meeting  stating the place,
 date and hour of the  meeting  shall be  given to each  stockholder  of  record
 entitled  to vote at such  meeting  not less than ten nor more than  sixty days
 before the date of the meeting.
<PAGE>

           Section 3. Special Meetings. Unless otherwise prescribed by law or by
 the  certificate of  incorporation  of the Corporation (as amended and restated
 from time to time and including any  certificate of designation  for any series
 of preferred stock, the  "Certificate of  Incorporation"),  special meetings of
 stockholders, for any purpose or purposes, may be called by (i) the Chairman of
 the Board of  Directors  or (ii) the Board of  Directors.  The  ability  of the
 stockholders to call a special  meeting of stockholders is hereby  specifically
 denied.  At a special  meeting of  stockholders,  only such  business  shall be
 conducted  as shall be  specified  in the notice of meeting (or any  supplement
 thereto).  Written notice of a special meeting stating the place, date and hour
 of the  meeting  and the  purpose or  purposes  for which the meeting is called
 shall be given not less than ten nor more than  sixty  days  before the date of
 the meeting to each stockholder entitled to vote at such meeting.

           Section 4.  Quorum.  Except as  otherwise  provided  by law or by the
 Certificate  of  Incorporation,  the holders of a majority of the capital stock
 issued and  outstanding  and  entitled  to vote  thereat,  present in person or
 represented  by  proxy,  shall  constitute  a  quorum  at all  meetings  of the
 stockholders for the transaction of business. A quorum, once established, shall
 not be broken by the withdrawal of enough votes to leave less than a quorum.
<PAGE>

           Section  5.  Adjournment.  If  a  quorum  shall  not  be  present  or
 represented at any meeting of the  stockholders,  the stockholders  entitled to
 vote thereat,  present in person or represented  by proxy,  shall have power to
 adjourn the meeting from time to time,  without notice other than  announcement
 at the meeting, until a quorum shall be present or represented. The chairman of
 any meeting of  stockholders  shall also have the power to adjourn such meeting
 if (i) a quorum is not present or  represented  or (ii) the Board of  Directors
 determines that adjournment is necessary or appropriate to enable  stockholders
 to consider fully information  which the Board of Directors  determines has not
 been made  sufficiently  or timely  available to  stockholders  or to otherwise
 enable  stockholders  to exercise  effectively  their  voting  rights.  At such
 adjourned  meeting  at which a quorum  shall be  present  or  represented,  any
 business may be transacted  which might have been  transacted at the meeting as
 originally  noticed.  If the  adjournment  is for more than thirty days,  or if
 after the adjournment a new record date is fixed for the adjourned  meeting,  a
 notice of the adjourned meeting shall be given to each stockholder  entitled to
 vote at the meeting.

           Section 6. Voting.  Unless  otherwise  required by law or provided by
 the Certificate of Incorporation  or these Bylaws,  any question brought before
 any meeting of  stockholders,  other than the election of  directors,  shall be
 decided by the vote of the holders of a majority  of the total  number of votes
 of the capital stock represented and entitled to vote thereat. Each stockholder
 represented at a meeting of stockholders shall be entitled to cast one vote for
 each  share  of the  capital  stock  entitled  to  vote  thereat  held  by such
 stockholder. Such votes may be cast in person or by proxy but no proxy shall be
 voted on or after three years from its date,  unless such proxy  provides for a
 longer period. The Board of Directors, in its discretion, or the officer of the
 Corporation  presiding  at  a  meeting  of  stockholders,   in  such  officer's
 discretion,  may require that any votes cast at such  meeting  shall be cast by
 written ballot.
<PAGE>

           Section 7. Nature of Business at Annual Meetings of Stockholders.  No
 business may be transacted  at an annual  meeting of  stockholders,  other than
 business  that is  either  (a)  specified  in the  notice  of  meeting  (or any
 supplement  thereto) given by or at the direction of the Board of Directors (or
 any duly authorized  committee thereof),  (b) otherwise properly brought before
 the annual  meeting by or at the  direction of the Board of  Directors  (or any
 duly authorized committee thereof) or (c) otherwise properly brought before the
 annual  meeting by any  stockholder  of the Company (i) who is a stockholder of
 record on the date of the giving of the notice  provided  for in this Section 7
 and on the record date for the  determination of stockholders  entitled to vote
 at such annual  meeting and (ii) who complies  with the notice  procedures  set
 forth in this Section 7.

           In addition to any other applicable requirements,  for business to be
 properly  brought before an annual meeting by a stockholder,  such  stockholder
 must have given timely notice  thereof in proper  written form to the Secretary
 of the Company.  To be timely, a stockholder's  notice to the Secretary must be
 delivered to or mailed and received at the principal  executive  offices of the
 Company not less than ninety (90) days nor more than one hundred  twenty  (120)
 days prior to the anniversary date of the immediately  preceding annual meeting
 of stockholders;  provided,  however, that in the event that the annual meeting
 is called for a date that is not within  thirty  (30) days before or after such
 anniversary  date,  notice by the  stockholder in order to be timely must be so
 received not later than the close of business on the tenth (10th) day following
 the day on which such  notice of the date of the annual  meeting  was mailed or
 such public  disclosure of the date of the annual  meeting was made,  whichever
 first  occurs.  To be in proper  written  form, a  stockholder's  notice to the
 Secretary must set forth as to each matter such  stockholder  proposes to bring
 before the annual meeting (i) a brief description of the business desired to be
 brought before the annual meeting and the reasons for conducting  such business
 at the annual  meeting,  (ii) the name and record address of such  stockholder,
 (iii) the class or series and number of shares of capital  stock of the Company
 which  are  owned  beneficially  or of  record  by  such  stockholder,  (iv)  a
 description of all arrangements or understandings  between such stockholder and
 any other  person or persons  (including  their names) in  connection  with the
 proposal of such business by such stockholder and any material interest of such
 stockholder  in such business and (v) a  representation  that such  stockholder
 intends  to appear in person or by proxy at the  annual  meeting  to bring such
 business before the meeting.
<PAGE>

           No business shall be conducted at the annual meeting of  stockholders
 except  business  brought  before the annual  meeting  in  accordance  with the
 procedures set forth in this Section 7, provided,  however, that, once business
 has been properly  brought  before the annual  meeting in accordance  with such
 procedures, nothing in this Section 7 shall be deemed to preclude discussion by
 any  stockholder  of any such  business.  If the chairman of an annual  meeting
 determines that business was not properly  brought before the annual meeting in
 accordance  with the foregoing  procedures,  the chairman  shall declare to the
 meeting that the business was not properly  brought before the meeting and such
 business shall not be transacted.

           Section 8. List of Stockholders  Entitled to Vote. The officer of the
 Corporation who has charge of the stock ledger of the Corporation shall prepare
 and make,  at least ten days before every meeting of  stockholders,  a complete
 list of the stockholders of record 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  within the city  where the  meeting is to be held,
 which  place shall be  specified  in the notice of the  meeting,  or, if not so
 specified, at the place where the meeting is to be held. The list shall also be
 produced  and kept at the time and place of the  meeting  during the whole time
 thereof,  and may be inspected by any  stockholder  of the  Corporation  who is
 present.

           Section 9. Stock Ledger. The stock ledger of the Corporation shall be
 the only evidence as to who are the stockholders  entitled to examine the stock
 ledger,  the list  required by Section 8 of this Article II or the books of the
 Corporation, or to vote in person or by proxy at any meeting of stockholders.
<PAGE>

           Section  10.  Conduct  of  Meetings.  The Board of  Directors  of the
 Corporation  may adopt by resolution such rules and regulations for the conduct
 of the  meeting  of the  stockholders  as it shall  deem  appropriate.  At each
 meeting of the  stockholders of the  Corporation,  the Chairman of the Board of
 Directors or the President of the Corporation, or, in their absence, a director
 chosen by a majority  of the  directors  present,  shall act as  chairman.  The
 Secretary  of the  Corporation  shall  act as  secretary  at  each  meeting  of
 stockholders of the Corporation. In case the Secretary shall be absent from any
 meeting of  Stockholders,  an Assistant  Secretary  shall perform the duties of
 secretary  at such  meeting;  and in the absence  from any such  meeting of the
 Secretary  and all the Assistant  Secretaries,  the chairman of the meeting may
 appoint any person to act as  secretary  of the  meeting.  Except to the extent
 inconsistent  with  such  rules  and  regulations  as  adopted  by the Board of
 Directors, the chairman of any meeting of the stockholders shall have the right
 and authority to prescribe such rules, regulations and procedures and to do all
 such acts as, in the judgment of such chairman,  are appropriate for the proper
 conduct of the meeting.

                                   ARTICLE III

                                    DIRECTORS

           Section 1. Number and Election of  Directors.  The Board of Directors
 shall consist of not less than three nor more than fifteen  members,  the exact
 number of which  shall be fixed  from  time to time by the Board of  Directors.
 Except as provided in Section 2 of this Article III, directors shall be elected
 by a plurality  of the votes cast at the Annual  Meeting of  Stockholders,  and
 each director so elected shall hold office until such  director's  successor is
 duly elected and qualified, or until such director's earlier death, resignation
 or removal. Any director may resign at any time upon notice to the Corporation.
 Directors need not be stockholders.
<PAGE>

           Section 2. Nomination of Directors. Only persons who are nominated in
 accordance  with the  following  procedures  shall be eligible  for election as
 directors  of  the  Company,  except  as  may  be  otherwise  provided  in  the
 Certificate of Incorporation  with respect to the right of holders of preferred
 stock of the Corporation to nominate and elect a specified  number of directors
 in certain  circumstances.  Nominations of persons for election to the Board of
 Directors may be made at any annual meeting of stockholders,  or at any special
 meeting of stockholders called for the purpose of electing directors, (a) by or
 at the  direction of the Board of Directors (or any duly  authorized  committee
 thereof) or (b) by any  stockholder  of the Company (i) who is a stockholder of
 record on the date of the giving of the notice  provided  for in this Section 2
 and on the record date for the  determination of stockholders  entitled to vote
 at such meeting and (ii) who complies with the notice  procedures  set forth in
 this Section 2.

           In addition to any other applicable requirements, for a nomination to
 be made by a  stockholder,  such  stockholder  must have  given  timely  notice
 thereof in proper written form to the Secretary of the Company. To be timely, a
 stockholder's  notice to the  Secretary  must be  delivered  to or  mailed  and
 received at the principal  executive  offices of the Company (a) in the case of
 an annual  meeting,  not less than  ninety  (90) days nor more than one hundred
 twenty (120) days prior to the anniversary  date of the  immediately  preceding
 annual meeting of stockholders;  provided,  however, that in the event that the
 annual  meeting is called for a date that is not within thirty (30) days before
 or after such anniversary date, notice by the stockholder in order to be timely
 must be so received  not later than the close of  business on the tenth  (10th)
 day  following  the day on which such notice of the date of the annual  meeting
 was mailed or such  public  disclosure  of the date of the annual  meeting  was
 made,  whichever  first  occurs;  and (b) in the case of a special  meeting  of
 stockholders called for the purpose of electing  directors,  not later than the
 close of business on the tenth (10th) day  following the day on which notice of
 the date of the special meeting was mailed or public  disclosure of the date of
 the special meeting was made, whichever first occurs.
<PAGE>

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

           No person shall be eligible for election as a director of the Company
 unless nominated in accordance with the procedures set forth in this Section 2.
 If the chairman of the meeting  determines  that a  nomination  was not made in
 accordance  with the foregoing  procedures,  the chairman  shall declare to the
 meeting that the nomination was defective and such defective  nomination  shall
 be disregarded.

           Section  3.  Vacancies.  Unless  otherwise  required  by  law  or the
 Certificate of  Incorporation,  vacancies  arising through death,  resignation,
 removal,  an increase in the authorized number of directors or otherwise may be
 filled only by a majority of the directors  then in office,  though less than a
 quorum, or by a sole remaining director, and the directors so chosen shall hold
 office  until the next  annual  election  and until their  successors  are duly
 elected and qualified, or until their earlier death, resignation or removal.

           Section  4.  Duties  and  Powers.  The  business  and  affairs of the
 Corporation  shall  be  managed  by or  under  the  direction  of the  Board of
 Directors which may exercise all such powers of the Corporation and do all such
 lawful  acts  and  things  as are  not by  statute  or by  the  Certificate  of
 Incorporation  or by these Bylaws  directed or required to be exercised or done
 by the stockholders.
<PAGE>

           Section 5. Meetings.  The Board of Directors may hold meetings,  both
 regular and special,  either  within or without the State of Delaware.  Regular
 meetings of the Board of Directors may be held without  notice at such time and
 at such place as may from time to time be determined by the Board of Directors.
 Special  meetings of the Board of Directors  may only be called by the Chairman
 of the Board of Directors, the President, or by a majority of directors then in
 office. Notice thereof stating the place, date and hour of the meeting shall be
 given to each  director  either by mail not less than  forty-eight  (48)  hours
 before  the  date of the  meeting,  by  telephone,  facsimile  or  telegram  on
 twenty-four  (24) hours'  notice,  or on such  shorter  notice as the person or
 persons  calling  such  meeting  may  deem  necessary  or  appropriate  in  the
 circumstances.

           Section 6.  Inclusion of Business.  Any director may require that any
 one or more proposals of such director shall be discussed at any meeting of the
 Board of  Directors  by  delivering  notice as provided in Article VI hereof to
 each  director and the  Corporation  either  within one day after such director
 receives  notice of such  meeting or in the notice by such  director  calling a
 special meeting of the Board of Directors.

           Section 7. Quorum.  Except as may be otherwise  specifically provided
 by law, the Certificate of  Incorporation  or these Bylaws,  at all meetings of
 the Board of  Directors,  a majority  of the entire  Board of  Directors  shall
 constitute a quorum for the  transaction of business.  The act of a majority of
 the  directors  present at any meeting at which there is a quorum  shall be the
 act of the Board of Directors.  If a quorum shall not be present at any meeting
 of the Board of  Directors,  the  directors  present  thereat  may  adjourn the
 meeting  from time to time,  without  notice  other  than  announcement  at the
 meeting, until a quorum shall be present.
<PAGE>

           Section  8.  Actions  of  Board.  Unless  otherwise  provided  by the
 Certificate of Incorporation or these Bylaws,  any action required or permitted
 to be taken  at any  meeting  of the  Board of  Directors  or of any  committee
 thereof  may be taken  without a  meeting,  if all the  members of the Board of
 Directors or committee, as the case may be, consent thereto in writing, and the
 writing or writings are filed with the minutes of  proceedings  of the Board of
 Directors or committee.

           Section  9.  Meetings  by  Means  of  Conference  Telephone.   Unless
 otherwise provided by the Certificate of Incorporation or these Bylaws, members
 of the Board of Directors of the  Corporation,  or any committee  designated by
 the Board of Directors,  may participate in a meeting of the Board of Directors
 or such committee by means of a conference telephone or similar  communications
 equipment by means of which all persons  participating  in the meeting can hear
 each other,  and  participation  in a meeting  pursuant to this Section 8 shall
 constitute presence in person at such meeting.

           Section 10.  Committees.  The Board of  Directors  may by  resolution
 passed by a majority of the entire  Board of  Directors  designate  one or more
 committees,  each  committee to consist of one or more of the  directors of the
 Corporation.  The Board of Directors  may  designate  one or more  directors as
 alternate members of any committee,  who may replace any absent or disqualified
 member at any meeting of any such committee. In the absence or disqualification
 of a member of a committee, and in the absence of a designation by the Board of
 Directors of an alternate member to replace the absent or disqualified  member,
 the member or members thereof present at any meeting and not disqualified  from
 voting,  whether  or not such  member  or  members  constitute  a  quorum,  may
 unanimously  appoint  another  member of the Board of  Directors  to act at the
 meeting in the place of any absent or disqualified  member.  Any committee,  to
 the extent  permitted by law and provided in the resolution  establishing  such
 committee,  shall have and may  exercise  all the powers and  authority  of the
 Board of  Directors  in the  management  of the  business  and  affairs  of the
 Corporation, and may authorize the seal of the Corporation to be affixed to all
 papers  which may require it. Each  committee  shall keep  regular  minutes and
 report to the Board of Directors when required.
<PAGE>

           Section  11.   Compensation.   The  directors  shall  be  paid  their
 reasonable out-of-pocket expenses, if any, of attendance at each meeting of the
 Board of Directors and each meeting of any committee  thereof and may be paid a
 fixed sum for  attendance at each meeting of the Board of Directors or a stated
 salary as  director,  payable  in cash or  securities.  No such  payment  shall
 preclude any director from serving the  Corporation  in any other  capacity and
 receiving compensation therefor.  Members of special or standing committees may
 be allowed like compensation for attending committee meetings.

           Section 12. Interested Directors.  No contract or transaction between
 the  Corporation  and one or more of its directors or officers,  or between the
 Corporation  and any  other  corporation,  partnership,  association,  or other
 organization in which one or more of its directors or officers are directors or
 officers,  or have a financial  interest,  shall be void or voidable solely for
 this  reason,  or solely  because  the  director  or  officer  is present at or
 participates  in the meeting of the Board of  Directors  or  committee  thereof
 which authorizes the contract or transaction, or solely because the director or
 officer's  vote is counted for such purpose if (i) the material facts as to the
 director  or  officer's  relationship  or  interest  and as to the  contract or
 transaction  are  disclosed  or are  known  to the  Board of  Directors  or the
 committee, and the Board of Directors or committee in good faith authorizes the
 contract  or  transaction  by  the  affirmative  votes  of a  majority  of  the
 disinterested directors, even though the disinterested directors be less than a
 quorum; or (ii) the material facts as to the director or officer's relationship
 or interest and as to the contract or transaction are disclosed or are known to
 the stockholders  entitled to vote thereon,  and the contract or transaction is
 specifically  approved in good faith by vote of the stockholders;  or (iii) the
 contract  or  transaction  is fair as to the  Corporation  as of the time it is
 authorized,  approved  or  ratified,  by the Board of  Directors,  a  committee
 thereof or the stockholders.  Common or interested  directors may be counted in
 determining  the presence of a quorum at a meeting of the Board of Directors or
 of a committee which authorizes the contract or transaction.
<PAGE>

                                   ARTICLE IV

                                    OFFICERS

           Section 1. General.  The officers of the Corporation  shall be chosen
 by the Board of  Directors  and shall  include a President,  a Secretary  and a
 Treasurer.  The  Board of  Directors,  in its  discretion,  may  also  choose a
 Chairman of the Board of Directors (who must be a director),  a Chief Executive
 Officer  and one or more  Vice  Presidents,  Assistant  Secretaries,  Assistant
 Treasurers  and other  officers.  Any number of offices may be held by the same
 person, unless otherwise prohibited by law, the Certificate of Incorporation or
 these Bylaws.  The officers of the Corporation  need not be stockholders of the
 Corporation  nor, except in the case of the Chairman of the Board of Directors,
 need such officers be directors of the Corporation.

           Section 2. Election. The Board of Directors at its first meeting held
 after each  Annual  Meeting of  Stockholders  shall  elect the  officers of the
 Corporation who shall hold their offices for such terms and shall exercise such
 powers and perform such duties as shall be determined  from time to time by the
 Board of  Directors  or by the  Chairman  of the  Board of  Directors,  and all
 officers of the Corporation shall hold office until their successors are chosen
 and  qualified,  or until their  earlier  death,  resignation  or removal.  Any
 officer  elected  by the Board of  Directors  may be removed at any time by the
 affirmative  vote of a majority of the Board of Directors or by the Chairman of
 the Board of Directors.  Any vacancy occurring in any office of the Corporation
 shall be filled by the Board of  Directors  or by the  Chairman of the Board of
 Directors.  The salaries of all officers of the  Corporation  shall be fixed by
 the Board of Directors.

           Section 3.  Voting  Securities  Owned by the  Corporation.  Powers of
 attorney, proxies, waivers of notice of meeting, consents and other instruments
 relating to securities  owned by the Corporation may be executed in the name of
 and on behalf of the  Corporation by the President or any Vice President or any
 other  officer  authorized  to do so by the  Board  of  Directors  and any such
 officer  may,  in the name of and on behalf of the  Corporation,  take all such
 action as any such officer may deem  advisable to vote in person or by proxy at
 any meeting of security holders of any corporation in which the Corporation may
 own  securities  and at any such meeting shall possess and may exercise any and
 all rights and power incident to the ownership of such securities and which, as
 the owner  thereof,  the  Corporation  might have  exercised  and  possessed if
 present.  The Board of Directors may, by  resolution,  from time to time confer
 like powers upon any other person or persons.
<PAGE>

           Section 4.  Chairman of the Board of  Directors.  The Chairman of the
 Board of Directors shall preside at all meetings of the stockholders and of the
 Board of Directors.  The Chairman of the Board of Directors  shall be the Chief
 Executive Officer of the Corporation,  unless the Board of Directors designates
 the  President  as the Chief  Executive  Officer,  and except  where by law the
 signature of the President is required,  the Chairman of the Board of Directors
 shall  possess  the  same  power  as  the  President  to  sign  all  contracts,
 certificates and other  instruments of the Corporation  which may be authorized
 by the Board of Directors.  During the absence or disability of the  President,
 the  Chairman  of the Board of  Directors  shall  exercise  all the  powers and
 discharge  all the  duties  of the  President.  The  Chairman  of the  Board of
 Directors  shall also perform  such other  duties and may  exercise  such other
 powers as from time to time may be  assigned  to him by these  Bylaws or by the
 Board of Directors.

           Section 5. President.  The President shall,  subject to the direction
 and  control  of the  Chairman  of the  Board  of  Directors  or the  Board  of
 Directors,  have general  supervision  of the business of the  Corporation  and
 shall see that all orders and resolutions of the Board of Directors are carried
 into  effect.  In the  absence or  disability  of the  Chairman of the Board of
 Directors,  the President shall preside at all meetings of the stockholders and
 the Board of Directors.  The President shall also perform such other duties and
 may  exercise  such other powers as from time to time may be assigned to him by
 these  Bylaws or by the  Chairman of the Board of  Directors or by the Board of
 Directors.
<PAGE>

           Section 6. Vice  Presidents.  Each Vice President  shall perform such
 duties and have such other  powers as the Chairman of the Board of Directors or
 the Board of Directors from time to time may prescribe.

           Section 7. Secretary.  The Secretary shall attend all meetings of the
 Board  of  Directors  and all  meetings  of  stockholders  and  record  all the
 proceedings  thereat  in a book or  books  to be kept  for  that  purpose;  the
 Secretary  shall  also  perform  like  duties  for  committees  of the Board of
 Directors.  The  Secretary  shall  give,  or cause to be  given,  notice of all
 meetings of the  stockholders  and special  meetings of the Board of Directors,
 and shall perform such other duties as may be prescribed by the Chairman of the
 Board of  Directors  or the Board of  Directors,  under whose  supervision  the
 Secretary  shall be. If the Secretary  shall be unable or shall refuse to cause
 to be given notice of all meetings of the  stockholders and special meetings of
 the Board of Directors, and if there be no Assistant Secretary, then either the
 Board of Directors or the Chairman of the Board of Directors may choose another
 officer to cause such notice to be given.  The Secretary  shall have custody of
 the seal of the  Corporation and the Secretary or any Assistant  Secretary,  if
 there  be one,  shall  have  authority  to  affix  the  same to any  instrument
 requiring  it and when so affixed,  it may be attested by the  signature of the
 Secretary or by the  signature of any such  Assistant  Secretary.  The Board of
 Directors hereby gives general authority to any other officer to affix the seal
 of the Corporation and to attest the affixing by such officer's signature.  The
 Secretary shall see that all books, reports, statements, certificates and other
 documents and records  required by law to be kept or filed are properly kept or
 filed, as the case may be.
<PAGE>

           Section 8.  Treasurer.  The  Treasurer  shall have the custody of the
 corporate  funds and  securities  and shall keep full and accurate  accounts of
 receipts and  disbursements  in books  belonging to the  Corporation  and shall
 deposit all moneys and other valuable  effects in the name and to the credit of
 the  Corporation  in such  depositories  as may be  designated  by the Board of
 Directors.  The Treasurer shall disburse the funds of the Corporation as may be
 ordered  by  the  Board  of  Directors,   taking   proper   vouchers  for  such
 disbursements, and shall render to the President and the Board of Directors, at
 its regular meetings, or when the Board of Directors so requires, an account of
 all   transactions  as  Treasurer  and  of  the  financial   condition  of  the
 Corporation.

           Section 9. Assistant Secretaries.  Assistant Secretaries, if there be
 any, shall perform such duties and have such powers as from time to time may be
 assigned to them by the Board of Directors,  the President, any Vice President,
 or the Secretary.

           Section 10. Assistant Treasurers.  Assistant Treasurers,  if there be
 any, shall perform such duties and have such powers as from time to time may be
 assigned to them by the Board of Directors,  the President, any Vice President,
 if there be one, or the  Treasurer,  and in the absence of the  Treasurer or in
 the event of the  Treasurer's  disability or refusal to act,  shall perform the
 duties of the Treasurer,  and when so acting,  shall have all the powers of and
 be subject to all the restrictions upon the Treasurer.

           Section  11.  Other  Officers.  Such other  officers  as the Board of
 Directors or the Chairman of the Board of  Directors  may choose shall  perform
 such  duties and have such  powers as from time to time may be assigned to them
 by the Board of  Directors.  The Board of  Directors  may delegate to any other
 officer  of the  Corporation  the power to choose  such other  officers  and to
 prescribe their respective duties and powers.
<PAGE>

                                    ARTICLE V

                                      STOCK

           Section  1.  Form of  Certificates.  Every  holder  of  stock  in the
 Corporation shall be entitled to have a certificate  signed, in the name of the
 Corporation  (i) by the  Chairman  of the  Board of  Directors  and (ii) by the
 Secretary or an Assistant  Secretary of the Corporation,  certifying the number
 of shares owned by such stockholder in the Corporation.

           Section 2. Signatures.  Any or all of the signatures on a certificate
 may be a facsimile.  In case any officer,  transfer  agent or registrar who has
 signed or whose  facsimile  signature has been placed upon 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.

           Section  3.  Lost  Certificates.  The  Secretary  may  direct  a  new
 certificate to be issued in place of any certificate  theretofore issued by the
 Corporation alleged to have been lost, stolen or destroyed,  upon the making of
 an affidavit of that fact by the person claiming the certificate of stock to be
 lost,  stolen or destroyed.  When  authorizing such issue of a new certificate,
 the  Secretary  may,  in his  discretion  and as a condition  precedent  to the
 issuance  thereof,  require  the  owner  of  such  lost,  stolen  or  destroyed
 certificate, or the owner's legal representative, to advertise the same in such
 manner as the Secretary  shall require and/or to give the Corporation a bond in
 such sum as he may  direct as  indemnity  against  any  claim  that may be made
 against the Corporation  with respect to the  certificate  alleged to have been
 lost, stolen or destroyed or the issuance of such new Certificate.
<PAGE>

           Section 4. Transfers.  Stock of the Corporation shall be transferable
 in the manner  prescribed by law and in these Bylaws.  Transfers of stock shall
 be  made on the  books  of the  Corporation  only by the  person  named  in the
 certificate or by such person's  attorney  lawfully  constituted in writing and
 upon the surrender of the certificate therefor,  properly endorsed for transfer
 and payment of all  necessary  transfer  taxes;  provided,  however,  that such
 surrender and endorsement or payment of taxes shall not be required in any case
 in which  the  officers  of the  Corporation  shall  determine  to  waive  such
 requirement. Every which shall be cancelled before a new certificate exchanged,
 returned or surrendered to the Corporation  shall be marked  "Cancelled,"  with
 the date of  cancellation,  by the  Secretary  or  Assistant  Secretary  of the
 Corporation or the transfer agent thereof.  No transfer of stock shall be valid
 as against the  Corporation for any purpose until it shall have been entered in
 the stock  records  of the  Corporation  by an entry  showing  from and to whom
 transferred.

           Section 5.  Record Date.

           (a) In order that the  Corporation  may  determine  the  stockholders
 entitled  to  notice  of or to  vote  at any  meeting  of  stockholders  or any
 adjournment thereof, the Board of Directors 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 Board of  Directors,  and which record date shall not be
 more than sixty nor less than ten days before the date of such  meeting.  If no
 record date is fixed by the Board of Directors, the record date for determining
 stockholders  entitled  to notice of or to vote at a  meeting  of  stockholders
 shall be at the close of  business on the day next  preceding  the day on which
 notice is given,  or, if notice is waived,  at the close of business on the day
 next  preceding  the day on which  the  meeting  is held.  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; providing, however,
 that the  Board  of  Directors  may fix a new  record  date  for the  adjourned
 meeting.
<PAGE>

           (b) In order that the  Corporation  may  determine  the  stockholders
 entitled to consent to corporate action in writing without a meeting, the Board
 of  Directors  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 Board
 of  Directors,  and which record date shall not be more than ten days after the
 date upon which the  resolution  fixing the record date is adopted by the Board
 of Directors.  If no record date has been fixed by the Board of Directors,  the
 record  date for  determining  stockholders  entitled  to consent to  corporate
 action in  writing  without  a  meeting,  when no prior  action by the Board of
 Directors is required by law, shall be the first date on which a signed written
 consent  setting forth the action taken or proposed to be taken is delivered to
 the  Corporation  by  delivery  to its  registered  office in this  State,  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  are
 recorded.  Delivery made to a corporation's  registered office shall be by hand
 or by certified or registered mail, return receipt requested. If no record date
 has been  fixed by the  Board of  Directors  and  prior  action by the Board of
 Directors  is required by law,  the record  date for  determining  stockholders
 entitled to consent to corporate  action in writing  without a meeting shall be
 at the close of business on the day on which the Board of Directors  adopts the
 resolutions taking such prior action.

           (c) 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 of Directors 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 sixty 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 of Directors adopts the resolution relating thereto.

             In order  that  the  Corporation  may  determine  the  stockholders
 entitled  to  notice  of or to  vote  at any  meeting  of  stockholders  or any
 adjournment  thereof,  or entitled to express  consent to  corporate  action in
 writing  without a meeting,  or entitled to receive  payment of any dividend or
 other  distribution  or  allotment  of any rights,  or entitled to exercise any
 rights in respect of any change,  conversion  or exchange of stock,  or for the
 purpose of any other lawful action, the Board of Directors may fix, in advance,
 a record  date,  which shall not be more than sixty days nor less than ten days
 before  the date of such  meeting,  nor more than sixty days prior to any other
 action.  A determination  of stockholders of record entitled to notice of or to
 vote at a  meeting  of  stockholders  shall  apply  to any  adjournment  of the
 meeting;  provided,  however,  that the Board of Directors may fix a new record
 date for the adjourned meeting.
<PAGE>

           Section 6.  Record  Owners.  The  Corporation  shall be  entitled  to
 recognize the exclusive right of a person  registered on its books as the owner
 of shares to receive  dividends,  and to vote as such owner, and to hold liable
 for  calls and  assessments  a person  registered  on its books as the owner of
 shares, and shall not be bound to recognize any beneficial,  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 required by law.

                                   ARTICLE VI

                                     NOTICES

           Section 1. Notices.  Whenever  written notice is required by law, the
 Certificate  of  Incorporation  or these  Bylaws,  to be given to any director,
 member  of a  committee  or  stockholder,  such  notice  may be  given by mail,
 addressed  to such  director,  member of a committee  or  stockholder,  at such
 person's address as it appears on the records of the Corporation,  with postage
 thereon  prepaid,  and such notice shall be deemed to be given at the time when
 the same shall be deposited in the United States mail.  Written notice may also
 be given personally or by telegram, telex or cable.

           Section 2. Waivers of Notice. Whenever any notice is required by law,
 the Certificate of Incorporation or these Bylaws,  to be given to any director,
 member of a committee or stockholder,  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 thereto. Attendance of a person at a
 meeting,  present in person or represented by proxy,  shall constitute a waiver
 of notice of such meeting,  except where the person attends the meeting for the
 express purpose of objecting at the beginning of the meeting to the transaction
 of any business because the meeting is not lawfully called or convened.
<PAGE>

           Neither  the  business to be  transacted  at, nor the purpose of, any
 regular  or  special  meeting of the  stockholders,  directors  or members of a
 committee of directors need be specified in any written waiver of notice unless
 so required by law, the Certificate of Incorporation or these Bylaws.

                                   ARTICLE VII

                               GENERAL PROVISIONS

           Section  1.  Dividends.  Dividends  upon  the  capital  stock  of the
 Corporation,  subject to the  requirements  of the DGCL and  provisions  of the
 Certificate of Incorporation, if any, may be declared by the Board of Directors
 at any regular or special  meeting of the Board of Directors  (or any action by
 written  consent in lieu  thereof in  accordance  with Section 6 of Article III
 hereof),  and  may  be  paid  in  cash,  in  property,  or  in  shares  of  the
 Corporation's  capital stock. Before payment of any dividend,  there may be set
 aside out of any funds of the  Corporation  available for dividends such sum or
 sums as the Board of Directors  from time to time, in its absolute  discretion,
 deems proper as a reserve or reserves to meet contingencies,  or for equalizing
 dividends, or for repairing or maintaining any property of the Corporation,  or
 for any proper  purpose,  and the Board of Directors  may modify or abolish any
 such reserve.

           Section 2.  Disbursements.  All checks or demands for money and notes
 of the  Corporation  shall be signed by such  officer or officers or such other
 person or persons as the Board of Directors may from time to time designate.
<PAGE>

           Section 3.  Fiscal Year.  The fiscal year of the Corporation
 shall be fixed by resolution of the Board of Directors.

           Section 4.  Corporate  Seal.  The corporate seal shall have inscribed
 thereon the name of the Corporation, the year of its organization and the words
 "Corporate Seal,  Delaware".  The seal may be used by causing it or a facsimile
 thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

           Section 1. Power to Indemnify in Actions,  Suits or Proceedings other
 Than Those by or in the Right of the Corporation.  Subject to Section 3 of this
 Article VIII, the Corporation  shall indemnify any person who was or is a party
 or is  threatened  to be made a party to any  threatened,  pending or completed
 action,  suit  or  proceeding,  whether  civil,  criminal,   administrative  or
 investigative  (other than an action by or in the right of the  Corporation) by
 reason of the fact that such  person is or was a  director  or  officer  of the
 Corporation,  or is or was a director or officer of the Corporation  serving at
 the request of the  Corporation as a director or officer,  employee or agent of
 another corporation,  partnership,  joint venture, trust, employee benefit plan
 or other enterprise,  against expenses (including attorneys' fees),  judgments,
 fines and amounts paid in settlement  actually and reasonably  incurred by such
 person in connection with such action,  suit or proceeding if such person acted
 in good faith and in a manner such person  reasonably  believed to be in or not
 opposed to the best  interests  of the  Corporation,  and,  with respect to any
 criminal action or proceeding, had no reasonable cause to believe such person's
 conduct was  unlawful.  The  termination  of any action,  suit or proceeding by
 judgment,  order, settlement,  conviction, or upon a plea of nolo contendere or
 its equivalent,  shall not, of itself, create a presumption that the person did
 not act in good faith and in a manner which such person reasonably  believed to
 be in or not  opposed  to the best  interests  of the  Corporation,  and,  with
 respect to any criminal action or proceeding,  had reasonable  cause to believe
 that such person's conduct was unlawful.
<PAGE>

           Section 2. Power to Indemnify in Actions,  Suits or Proceedings by or
 in the Right of the Corporation. Subject to Section 3 of this Article VIII, the
 Corporation  shall  indemnify any person who was or is a party or is threatened
 to be made a party to any threatened, pending or completed action or suit by or
 in the right of the Corporation to procure a judgment in its favor by reason of
 the fact that such person is or was a director  or officer of the  Corporation,
 or is or was a director or officer of the Corporation serving at the request of
 the  Corporation  as  a  director,   officer,  employee  or  agent  of  another
 corporation,  partnership, joint venture, trust, employee benefit plan or other
 enterprise against expenses (including attorneys' fees) actually and reasonably
 incurred by such person in  connection  with the defense or  settlement of such
 action or suit if such  person  acted in good faith and in a manner such person
 reasonably  believed  to be in or not  opposed  to the  best  interests  of the
 Corporation;  except  that no  indemnification  shall be made in respect of any
 claim,  issue or matter as to which such person shall have been  adjudged to be
 liable  to the  Corporation  unless  and only to the  extent  that the Court of
 Chancery or the court in which such action or suit was brought shall  determine
 upon application that, despite the adjudication of liability but in view of all
 the circumstances of the case, such person is fairly and reasonably entitled to
 indemnity  for such  expenses  which the Court of  Chancery or such other court
 shall deem proper.

           Section 3.  Authorization  of  Indemnification.  Any  indemnification
 under  this  Article  VIII  (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  director  or  officer  is proper in the  circumstances
 because  such  person has met the  applicable  standard of conduct set forth in
 Section  1 or  Section  2 of this  Article  VIII,  as the  case  may  be.  Such
 determination  shall be made with  respect  to a person  who is a  director  or
 officer  at the  time  of such  determination,  (i) by a  majority  vote of the
 directors who are not parties to such action,  suit or proceeding,  even though
 less than a quorum,  or (ii) by a committee of such  directors  designated by a
 majority vote of such  directors,  even though less than a quorum,  or (iii) if
 there are no such  directors,  or if such  directors so direct,  by independent
 legal  counsel  in a  written  opinion,  or  (iv)  by  the  stockholders.  Such
 determination shall be made, with respect to former directors and officers,  by
 any person or persons  having the  authority  to act on the matter on behalf of
 the  Corporation.  To the  extent,  however,  that a director or officer of the
 Corporation  has been  successful  on the merits or otherwise in defense of any
 action,  suit or proceeding  described above, or in defense of any claim, issue
 or matter therein, such person shall be indemnified against expenses (including
 attorneys' fees) actually and reasonably  incurred by such person in connection
 therewith, without the necessity of authorization in the specific case.
<PAGE>

           Section 4. Good Faith  Defined.  For  purposes  of any  determination
 under Section 3 of this Article VIII, a person shall be deemed to have 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,  or,  with  respect to any
 criminal action or proceeding,  to have had no reasonable cause to believe such
 person's conduct was unlawful,  if such person's action is based on the records
 or books of account of the Corporation or another enterprise, or on information
 supplied  to  such  person  by the  officers  of  the  Corporation  or  another
 enterprise in the course of their duties, or on the advice of legal counsel for
 the  Corporation  or another  enterprise or on  information or records given or
 reports  made  to the  Corporation  or  another  enterprise  by an  independent
 certified  public  accountant or by an appraiser or other expert  selected with
 reasonable  care by the  Corporation or another  enterprise.  The term "another
 enterprise"  as used in this Section 4 shall mean any other  corporation or any
 partnership, joint venture, trust, employee benefit plan or other enterprise of
 which such  person is or was  serving at the  request of the  Corporation  as a
 director,  officer,  employee or agent.  The provisions of this Section 4 shall
 not be deemed to be exclusive or to limit in any way the circumstances in which
 a person may be deemed to have met the applicable standard of conduct set forth
 in Sections 1 or 2 of this Article VIII, as the case may be.

           Section 5.  Indemnification by a Court.  Notwithstanding any contrary
 determination  in the specific case under  Section 3 of this Article VIII,  and
 notwithstanding  the absence of any determination  thereunder,  any director or
 officer  may  apply to the  Court of  Chancery  in the  State of  Delaware  for
 indemnification  to the extent otherwise  permissible under Sections 1 and 2 of
 this  Article  VIII.  The basis of such  indemnification  by a court shall be a
 determination by such court that  indemnification of the director or officer is
 proper  in the  circumstances  because  such  person  has  met  the  applicable
 standards of conduct set forth in Sections 1 or 2 of this Article  VIII, as the
 case may be.  Neither a  contrary  determination  in the  specific  case  under
 Section 3 of this Article VIII nor the absence of any determination  thereunder
 shall  be a  defense  to such  application  or  create a  presumption  that the
 director or officer seeking indemnification has not met any applicable standard
 of conduct.  Notice of any  application  for  indemnification  pursuant to this
 Section 5 shall be given to the  Corporation  promptly  upon the filing of such
 application.  If  successful,  in whole or in part,  the  director  or  officer
 seeking  indemnification  shall  also be  entitled  to be paid the  expense  of
 prosecuting such application.
<PAGE>

           Section  6.  Expenses  Payable in  Advance.  Expenses  incurred  by a
 director or officer in  defending  or  investigating  a  threatened  or pending
 action,  suit or proceeding  shall be paid by the Corporation in advance of the
 final  disposition  of such  action,  suit or  proceeding  upon  receipt  of an
 undertaking by or on behalf of such director or officer 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 VIII.

           Section 7.  Nonexclusivity  of  Indemnification  and  Advancement  of
 Expenses.  The  indemnification  and  advancement  of  expenses  provided by or
 granted  pursuant to this  Article  VIII shall not be deemed  exclusive  of any
 other rights to which those seeking  indemnification or advancement of expenses
 may be entitled under the Certificate of Incorporation,  any Bylaw,  agreement,
 vote of stockholders or disinterested directors or otherwise, both as to action
 in such person's  official  capacity and as to action in another capacity while
 holding   such   office,   it  being  the  policy  of  the   Corporation   that
 indemnification  of the persons  specified  in Sections 1 and 2 of this Article
 VIII shall be made to the fullest  extent  permitted by law. The  provisions of
 this Article VIII shall not be deemed to preclude  the  indemnification  of any
 person who is not  specified  in Sections 1 or 2 of this  Article VIII but whom
 the  Corporation  has the power or obligation to indemnify under the provisions
 of the General Corporation Law of the State of Delaware, or otherwise.

           Section 8.  Insurance.  The  Corporation  may  purchase  and maintain
 insurance  on behalf of any person  who is or was a director  or officer of the
 Corporation,  or is or was a director or officer of the Corporation  serving at
 the request of the  Corporation  as a director,  officer,  employee or agent of
 another corporation,  partnership,  joint venture, trust, employee benefit plan
 or other  enterprise  against any  liability  asserted  against such person and
 incurred by such person in any such  capacity,  or arising out of such person's
 status as such,  whether  or not the  Corporation  would  have the power or the
 obligation to indemnify such person against such liability under the provisions
 of this Article VIII.
<PAGE>

           Section 9. Certain  Definitions.  For purposes of this Article  VIII,
 references to "the  Corporation"  shall  include,  in addition to the resulting
 corporation,  any  constituent  corporation  (including  any  constituent  of a
 constituent)  absorbed in a  consolidation  or merger  which,  if its  separate
 existence  had  continued,  would have had power and authority to indemnify its
 directors or  officers,  so that any person who is or was a director or officer
 of such  constituent  corporation,  or is or was a director  or officer of such
 constituent  corporation serving at the request of such constituent corporation
 as a director, officer, employee or agent of another corporation,  partnership,
 joint venture, trust, employee benefit plan or other enterprise, shall stand in
 the same position under the provisions of this Article VIII 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.  For
 purposes of this Article  VIII,  references to "fines" shall include any excise
 taxes  assessed  on a person  with  respect to an employee  benefit  plan;  and
 references  to "serving at the request of the  Corporation"  shall  include any
 service as a  director,  officer,  employee or agent of the  Corporation  which
 imposes  duties on, or  involves  services  by, such  director or officer  with
 respect to an employee benefit plan, its participants or  beneficiaries;  and a
 person who acted in good faith and in a manner such person reasonably  believed
 to be in the  interest of the  participants  and  beneficiaries  of an employee
 benefit plan shall be deemed to have acted in a manner "not opposed to the best
 interests of the Corporation" as referred to in this Article VIII.

           Section 10. Survival of Indemnification  and Advancement of Expenses.
 The  indemnification  and  advancement  of  expenses  provided  by, or  granted
 pursuant to, this Article VIII shall, unless otherwise provided when authorized
 or ratified, continue as to a person who has ceased to be a director or officer
 and shall inure to the benefit of the heirs,  executors and  administrators  of
 such a person.

           Section 11. Limitation on Indemnification.  Notwithstanding  anything
 contained in this  Article  VIII to the  contrary,  except for  proceedings  to
 enforce  rights  to  indemnification  (which  shall be  governed  by  Section 5
 hereof),  the  Corporation  shall not be obligated to indemnify any director or
 officer in connection  with a proceeding  (or part  thereof)  initiated by such
 person unless such  proceeding (or part thereof) was authorized or consented to
 by the Board of Directors of the Corporation.
<PAGE>

           Section 12.  Indemnification of Employees and Agents. The Corporation
 may,  to the  extent  authorized  from time to time by the Board of  Directors,
 provide  rights  to  indemnification  and to the  advancement  of  expenses  to
 employees  and agents of the  Corporation  similar to those  conferred  in this
 Article VIII to directors and officers of the Corporation.

                                   ARTICLE IX

                                   AMENDMENTS

           Section 1.  Amendments.  These Bylaws may be altered, amended or
 repealed, in whole or in part, or new Bylaws may be adopted by a majority
 of the entire Board of Directors or by the stockholders as provided in the
 Certificate of Incorporation.

           Section 2. Entire Board of Directors.  As used in this Article IX and
 in these Bylaws generally, the term "entire Board of Directors" means the total
 number  of  directors  which  the  Corporation  would  have  if  there  were no
 vacancies.