<PAGE>

                                                                    EXHIBIT 4.02



                                   By-Laws of



                         ENVIRONMENTAL POWER CORPORATION



                             A Delaware Corporation










                                                  Dated: August 22, 1986
<PAGE>

                                Table of Contents


                                                                            Page
                                                                            ----

Article I. Meetings of Stockholders
     Section   1.  Place of Meetings                                         1
     Section   2.  Annual Meeting                                            1
     Section   3.  Special Meetings                                          1
     Section   4.  Notice of Meetings                                        1
     Section   5.  Voting List                                               1
     Section   6.  Quorum                                                    2
     Section   7.  Adjournments                                              2
     Section   8.  Action at Meetings                                        2
     Section   9.  Voting and Proxies                                        2
     Section   10. Action Without Meeting                                    2

Article II. Directors
     Section   1.  Number, Election, Tenure and
                     Qualification                                           3
     Section   2.  Enlargement                                               3
     Section   3.  Vacancies                                                 3
     Section   4.  Resignation and Removal                                   3
     Section   5.  General Powers                                            3
     Section   6.  Chairman of the Board                                     3
     Section   7.  Place of Meetings                                         3
     Section   8.  Regular Meetings                                          3
     Section   9.  Special Meetings                                          4
     Section   10. Quorum, Action at Meeting,
                     Adjournment                                             4
     Section   11. Action by Consent                                         4
     Section   12. Telephonic Meetings                                       4
     Section   13. Committees                                                4
     Section   14. Compensation                                              5

Article III. Officers
     Section   1.  Enumeration                                               5
     Section   2.  Election                                                  5
     Section   3.  Tenure                                                    5
     Section   4.  President                                                 6
     Section   5.  Vice-Presidents                                           6
     Section   6.  Secretary                                                 6
     Section   7.  Assistant Secretaries                                     6
     Section   8.  Treasurer                                                 7
     Section   9.  Assistant Treasurers                                      7
     Section   10. Bond                                                      7



                                       ii
<PAGE>

Article IV. Notices
     Section   1.  Delivery                                                  7
     Section   2.  Waiver of Notice                                          7

Article V. Indemnification
     Section   1.  Actions other than by or in the Right of
                     the Corporation                                         8
     Section   2.  Actions by or in the Right of the
                     Corporation                                             8
     Section   3.  Success on the Merits                                     8
     Section   4.  Specific Authorization                                    8
     Section   5.  Advance Payment                                           9
     Section   6.  Non-Exclusivity                                           9
     Section   7.  Insurance                                                 9
     Section   8.  Continuation of Indemnification and
                     Advancement of Expenses                                 9
     Section   9.  Severability                                              9
     Section   10. Intent of Article                                         9

Article VI. Capital Stock
     Section   1.  Certificates of Stock                                    10
     Section   2.  Lost Certificates                                        10
     Section   3.  Transfer of Stock                                        10
     Section   4.  Record Date                                              10
     Section   5.  Registered Stockholders                                  10

Article VII. Certain Transactions
     Section   1.  Transactions with Interested Parties                     11
     Section   2.  Quorum                                                   11

Article VIII. General Provisions
     Section   1.  Dividends                                                11
     Section   2.  Reserves                                                 11
     Section   3.  Checks                                                   11
     Section   4.  Fiscal Year                                              11
     Section   5.  Seal                                                     11

Article IX.  Amendments                                                     11

Addendum
Register of Amendments to the By-laws


                                      iii
<PAGE>

                         ENVIRONMENTAL POWER CORPORATION

                                    * * * * *

                                     BY-LAWS

                                    * * * * *


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at
such place within or without the State of Delaware as may be fixed from time to
time by the board of directors or the chief executive officer, or if not so
designated, at the registered office of the corporation.

Section 2. Annual Meeting. Annual meetings of stockholders shall be he on the
20th day of May in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 a.m., or at such other date and
time as shall be designated from time to time by the board of directors or the
chief executive officer, at which meeting the stockholders shall elect by a
plurality vote a board of directors and shall transact such other business as
may properly be brought before the meeting. If no annual meeting is held in
accordance with the foregoing provisions, the board of directors shall cause the
meeting to be held as soon thereafter as convenient, which meeting shall be
designated a special meeting in lieu of annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors or the chief
executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issue and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, annual or special, stating the place,
date and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not less than ten or
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

Section 5. Voting List. The officer 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 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


                                       1
<PAGE>

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 or town where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

Section 6. Quorum. The holders of a majority of the 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, except as otherwise provided by statute, the certificate of
incorporation or these by-laws.

Section 7. Adjournments. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. 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 original meeting. 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 of record
entitled to vote at the meeting.

Section 8. Action at Meetings. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock present in person or represented by
proxy and entitled to vote on the question shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law, the certificate of incorporation or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 9. Voting and Proxies. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock having voting power held of
record by such stockholder. Each stockholder entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

Section 10. Action Without Meeting. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.


                                       2
<PAGE>

                                   ARTICLE II

                                    DIRECTORS

Section 1. Number, Election, Tenure and Qualification. The number of directors
which shall constitute the whole board shall be not less than one. Within such
limit, the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting or at any special meeting
of stockholders. The directors shall be elected at the annual meeting or at any
special meeting of the stockholders, except as provided in Section 3 of this
Article, and each director elected shall hold office until his successor is
elected and qualified, unless sooner displaced. Directors need not be
stockholders.

Section 2. Enlargement. The number of the board of directors may be increase at
any time by vote of a majority of the directors then in office.

Section 3. Vacancies. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. In the event of a
vacancy in the board of directors, the remaining directors, except as otherwise
provided by law or these by-laws, may exercise the powers of the full board
until the vacancy is filled.

Section 4. Resignation and Removal. Any director may resign at any time upon
written notice to the corporation at its principal place of business or to the
chief executive officer or secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event. Any director or the entire board of directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, unless otherwise specified by
law or the certificate of incorporation.

Section 5. General Powers. The business and affairs of the corporation shall be
managed by its board of directors, which may exercise all 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 by-laws directed or required to be
exercised or done by the stockholders.

Section 6. Chairman of the Board. If the board of directors appoints a chairman
of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors. He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

Section 7. Place of Meetings. The board of directors may hold meetings, both
regular and special, either within or without the State of Delaware.

Section 8. Regular Meetings. Regular meetings of the board of directors may be
held


                                       3
<PAGE>

without notice at such time and at such place as shall from time to time be
determined by the board; provided that any director who is absent when such a
determination is made shall be given prompt notice of such determination. A
regular meeting of the board of directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

Section 9. Special Meetings. Special meetings of the board may be called by an
executive officer, secretary, or on the written request of two or more
directors, or by one director in the event that there is only one director in
office. Two days' notice to each director, either personally or by telegram,
cable, telecopy, commercial delivery service, telex or similar means sent to his
business or home address, or three days' notice by written notice deposited in
the mail, shall be given to each director by the secretary or by the officer or
one of the directors calling the meeting. A notice or waiver of notice of a
meeting of the board of directors need not specify the purposes of the meeting.

Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the
board a majority of directors then in office, but in no event less than one
third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this section, the term "entire board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with law and these by-laws; provided, however, that if
less than all the number so fixed of directors were elected, the term "entire
board" shall mean the greatest number of directors so elected to hold office at
any one time pursuant to such authorization. If a quorum shall not be present at
any meeting of the board of directors, a majority of the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 11. Action by Consent. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

Section 12. Telephonic Meetings. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of directors or of any
committee thereof may participate in a meeting of the board of directors or of
any committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 13. Committees. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. 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. Any
such committee, to the extent provided in the resolution of the board of
directors, 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



                                       4
<PAGE>

authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution designating such committee or the certificate of incorporation
expressly so provide, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and make such reports to the board of directors
as the board of directors may request. Except as the board of directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these bylaws for the conduct of its business by the board of
directors.

Section 14. Compensation. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.


                                   ARTICLE III

                                    OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer and
such other officers with such titles, terms of office and duties as the board of
directors may from time to time determine, including a chairman of the board,
one or more vice-presidents, and one or more assistant secretaries and assistant
treasurers. If authorized by resolution of the board of directors, the chief
executive officer may be empowered to appoint from time to time assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

Section 2. Election. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.

Section 3. Tenure. The officers of the corporation shall hold office until their
successors are chosen and qualify, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal. Any officer elected or appointed by


                                       5
<PAGE>

the board of directors or by the chief executive officer may be removed at any
time by the affirmative vote of a majority of the board of directors or a
committee duly authorized to do so, except that any officer appointed by the
chief executive officer may also be removed at any time by the chief executive
officer. Any vacancy occurring in any office of the corporation may be filled by
the board of directors, at its discretion. Any officer may resign by delivering
his written resignation to the corporation at its principal place of business or
to the chief executive officer or the secretary. Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.

Section 4. President. The president shall be the chief operating officer of the
corporation. He shall also be the chief executive officer unless the board of
directors otherwise provides. The president shall, unless the board of directors
provides otherwise in a specific instance or generally, preside at all meetings
of the stockholders and the board of directors, have general and active
management of the business of the corporation and see that all orders and
resolutions of the board of directors are carried into effect. The president
shall execute bonds, mortgages, and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

Section 5. Vice-Presidents. In the absence of the president or in the event of
his inability or refusal to act, the vice-president, or if there be more than
one vice-president, the vice-presidents in the order designated by the board of
directors or the chief executive officer (or in the absence of any designation,
then in the order determined by their tenure in office) 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. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
or the chief executive officer may from time to time prescribe.

Section 6. Secretary. The secretary shall have such powers and perform such
duties as are incident to the office of secretary. He shall maintain a stock
ledger and prepare lists of stockholders and their addresses as required and
shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He 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 from time to time
prescribed by the board of directors or chief executive officer, under whose
supervision he shall be. He shall have custody of the corporate seal of the
corporation and he, or an assistant secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed1 it may be attested by
his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

Section 7. Assistant Secretaries. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the secretary (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the secretary or in the event of his inability or



                                       6
<PAGE>

refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors, the chief executive officer or the secretary may from time to time
prescribe. In the absence of the secretary or any assistant secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary or acting secretary to keep a record of the meeting.

Section 8. Treasurer. The treasurer shall perform such duties and shall have
such powers as may be assigned to him by the board of directors or the chief
executive officer. In addition, the treasurer shall perform such duties and
have such powers as are incident to the office of 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. He 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 chief executive officer and the board of
directors, when the chief executive officer or board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

Section 9. Assistant Treasurers. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors, the chief executive officer or the treasurer (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or the treasurer may from time to time prescribe.

Section 10. Bond. If required by the board of directors, any officer shall give
the corporation a bond in such sum and with such surety or sureties and upon
such terms and conditions as shall be satisfactory to the board of directors,
including without limitation a bond for the faithful performance of the duties
of his office and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control and belonging to the corporation.


                                   ARTICLE IV

                                     NOTICES

Section 1. Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these by-laws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his 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. Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex or similar means, addressed to such director or stockholder at his address
as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged
with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral


                                       7
<PAGE>

notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

Section 2. Waiver of Notice. Whenever any notice is required to be given under
the provisions of law or of the certificate of incorporation or of these
by-laws, 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.

                                    ARTICLE V

                                 INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation. 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 he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his 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 he
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 his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. 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 he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware 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 of the State of Delaware or such other court shall
deem proper.

Section 3. Success on the Merits. To the extent that any person described in
Section 1 or 2 of this Article V has been successful on the merits or otherwise
in defense of any action, suit


                                       8
<PAGE>

or proceeding referred to in said Sections, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

Section 4. Specific Authorization. Any indemnification under Section 1 or 2 of
this Article V (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
any person described in said Sections is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the corporation.

Section 5. Payment. Expenses incurred in defending a civil or action, suit or
proceeding may 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 any person described in said Section to repay such amount if it shall
ultimately be determined that he is not entitled to indemnification by the
corporation as authorized in this Article V.

Section 6. Exclusivity. The indemnification and advancement of expenses provided
y, or granted pursuant to, the other Sections of this Article V shall not be
deemed exclusive of any other rights to which those provided indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

Section 7. Insurance. The board of directors may authorize, by a vote of the
majority of the full board, the corporation 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 or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article V.

Section 8. Continuation of Indemnification and Advancement of Expenses The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article V shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 9. Severability. If any word, clause or provision of this Article V or
any award made hereunder shall for any reason be determined to be invalid, the
provisions hereof shall not otherwise be affected thereby but shall remain in
full force and effect.

Section 10. Intent of Article. The intent of this Article V is to provide for
indemnification and advancement of expenses to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware. To the extent that such
Section or any successor section may be amended or supplemented from time to
time, this Article V shall be amended


                                       9
<PAGE>

automatically and construed so as to permit indemnification and advancement of
expenses to the fullest extent from time to time permitted by law.


                                   ARTICLE VI

                                  CAPITAL STOCK

Section 1. Certificates of Stock. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the 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 he were such officer, transfer agent or registrar at the date of issue.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.

Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

Section 3. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 4. Record Date. 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 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


                                       10
<PAGE>

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 then ten days
before the date of such meeting, nor more than sixty days prior to any other
action to which such record date relates. 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. If no record date
is fixed, the record date for determining stockholders entitled to notice 6f or
to vote at a meeting of stockholders shall be at the close of business on the
day before the day on which notice is given, or, if notice is waived, at the
close of business on the day before the day on which the meeting is held. The
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the board
of directors is necessary, shall be the day on which the first written consent
is expressed. The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the board of directors
adopts the resolution relating to such purpose.

Section 5. Registered Stockholders. 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 equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.


                                   ARTICLE VII

                              CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his 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

(c) 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.


                                       11
<PAGE>

Section 2. Quorum. 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.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, if
any, may be declared by the board of directors at any regular or special meeting
or by written consent, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.

Section 2. Reserves. The directors may set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

Section 3. Checks. 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.

Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

Section 5. Seal. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.


                                   ARTICLE IX

                                   AMENDMENTS

     These by-laws may be altered, amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors provided,
however, that in the case of a regular or special meeting of stockholders,
notice of such alteration, amendment, repeal or adoption of new by-laws be
contained in the notice of such meeting.


                      Register of Amendments to the By-laws

Date                            Section Affected                          Change
--------------------------------------------------------------------------------




                                       12