<PAGE>
                                SKY MERGER CORP.

                              AMENDED AND RESTATED
                                     BY-LAWS

                      (to be renamed, "Prime Retail, Inc.")






                           adopted as of June 11, 1998

<PAGE>

                                TABLE OF CONTENTS


                                                                           Page


ARTICLE 1
     OFFICES

ARTICLE 2
     STOCKHOLDERS
         Section 2.01.     Place of Meetings...................................1
         Section 2.02.     Annual Meeting......................................1
         Section 2.03.     Special Meetings....................................1
         Section 2.04.     Notice of Stockholder Meetings......................1
         Section 2.05.     Quorum..............................................3
         Section 2.06.     Voting and Proxies..................................4
         Section 2.07.     Presiding Officer of Meetings.......................4
         Section 2.08.     Secretary of Meetings...............................4
         Section 2.09.     Action in Lieu of Meeting...........................4

ARTICLE 3
     BOARD OF DIRECTORS
         Section 3.01.     Powers..............................................4
         Section 3.02.     Number; Election; Qualification; Term...............5
         Section 3.03.     Vacancies...........................................7
         Section 3.04.     Place of Meetings...................................7
         Section 3.05.     Annual Meeting......................................7
         Section 3.06.     Regular Meetings....................................7
         Section 3.07.     Special Meetings....................................7
         Section 3.08.     Organization........................................7
         Section 3.09.     Quorum..............................................7
         Section 3.10.     Vote................................................7
         Section 3.11.     Action in Lieu of a Meeting.........................8
         Section 3.12.     Conference Call Meeting.............................8
         Section 3.13.     Removal of Director.................................8
         Section 3.14.     Chairman of the Board...............................8

ARTICLE 4
     COMMITTEES
         Section 4.01.     Committees of the Board.............................8
         Section 4.02.     Procedures; Minutes of Meetings.....................8
<PAGE>

ARTICLE 5
     OFFICERS
         Section 5.01.     General.............................................9
         Section 5.02.     Powers and Duties...................................9
         Section 5.03.     Term of Office; Removal and Vacancy.................9
         Section 5.04.     Chairman of the Board...............................9
         Section 5.05.     Chief Executive Officer.............................9
         Section 5.06.     President..........................................10
         Section 5.07.     Secretary..........................................10
         Section 5.08.     Treasurer..........................................10

ARTICLE 6
     CAPITAL STOCK
         Section 6.01.     Certificates of Stock..............................11
         Section 6.02.     Transfer of Stock..................................11
         Section 6.03.     Ownership of Stock.................................11
         Section 6.04.     Lost, Stolen, or Destroyed Certificates............11

ARTICLE 7 
     MISCELLANEOUS
         Section 7.01.     Corporate Seal.....................................11
         Section 7.02.     Fiscal Year........................................11

ARTICLE 8
     INDEMNIFICATION; TRANSACTIONSWITH INTERESTED PERSONS
         Section 8.01.     Indemnification....................................12
         Section 8.02.     Transactions With Interested Persons...............12

ARTICLE 9
     NOTICES
         Section 9.01.     Notice.............................................13
         Section 9.02.     Waiver.............................................13

ARTICLE 10
     AMENDMENT
<PAGE>
                                SKY MERGER CORP.
 
                              AMENDED AND RESTATED
                                     BY-LAWS

                      (to be renamed, "Prime Retail, Inc.")

                           adopted as of June 11, 1998


                                    ARTICLE 1
                                     OFFICES

          Sky Merger  Corp.  (the  "Corporation")  shall  maintain a  registered
     office in the State of Maryland as required  by law.  The  Corporation  may
     also have offices at other places,  within or without the State of Maryland
     as the business of the Corporation may require.

                                    ARTICLE 2
                                  STOCKHOLDERS

         Section 2.01. Place of Meetings. Meetings of stockholders shall be held
     at such  place,  within or without  the State of  Maryland,  but within the
     United States, as the Board of Directors designates.

         Section 2.02.  Annual Meeting.  The annual meeting of the  stockholders
     shall be held  during the month of April,  on such date and at such time as
     the Board of  Directors  may from time to time  designate.  At each  annual
     meeting, stockholders entitled to vote shall elect the members of the Board
     of Directors  and transact such other  business as may be properly  brought
     before the meeting in accordance with the Amended and Restated  Articles of
     Incorporation  of the Corporation  (the  "Articles") and, to the extent not
     inconsistent therewith, notice procedures specified in Section 2.04 below.

         Section 2.03. Special Meetings. Special meetings of stockholders may be
     called by the Chairman of the Board of Directors and shall be called by the
     Chairman  of the Board of  Directors  or the  Secretary  at the  request in
     writing of the Board of  Directors.  Except as may otherwise be provided in
     the Articles,  special meetings of the stockholders shall also be called by
     the Secretary upon the request in writing of the holders of shares entitled
     to cast 50 percent (50%) or more of all of the votes entitled to be cast at
     the  meeting.  Such a request  shall  state the  purpose or purposes of the
     proposed  meeting and the  stockholders  who make the request shall pay the
     reasonably  estimated  cost of  preparing  and  mailing  the  notice of the
     meeting prior to its being sent.
<PAGE>

          Section 2.04. Notice of Stockholder Meetings.

          (a) Required Notice. Written notice stating the place, day and hour of
     any annual or special  stockholder meeting shall be delivered not less than
     ten (10) nor more than  sixty  (60) days  before  the date of the  meeting,
     either  personally or by mail, by or at the direction of the Chairman,  the
     Board  of  Directors,  or  other  persons  calling  the  meeting,  to  each
     stockholder  of record  entitled  to vote at such  meeting and to any other
     stockholder  entitled by the Maryland General  Corporation Law as from time
     to time in effect (the  "MGCL") or the  Articles  to receive  notice of the
     meeting. Notice shall be deemed to be effective at the earlier of: (i) when
     deposited in the United States mail,  addressed to the  stockholder  at his
     address as it appears on the stock transfer books of the Corporation,  with
     postage  thereon  prepaid;  (ii) on the date shown on the return receipt if
     sent by registered or certified  mail,  return receipt  requested,  and the
     receipt is signed by or on behalf of the addressee; (iii) when received; or
     (iv) five (5) days  after  deposit  in the United  States  mail,  if mailed
     postpaid and correctly addressed to an address other than that shown in the
     Corporation's current record of stockholders.

          (b) Adjourned  Meeting.  If any stockholder  meeting is adjourned to a
     different date,  time, or place,  notice need not be given of the new date,
     time,  and place,  if the new date,  time,  and place is  announced  at the
     meeting  before  adjournment.  But if a new record  date for the  adjourned
     meeting  is or must be fixed  then  notice  must be given  pursuant  to the
     requirements  of paragraph  (a) of this Section  2.04, to those persons who
     are stockholders as of the new record date.

          (c) Waiver of Notice.  A  stockholder  may waive notice of the meeting
     (or any notice required by the MGCL, the Articles,  or these By-laws), by a
     writing  signed  by the  stockholder  entitled  to  the  notice,  which  is
     delivered  to the  Corporation  (either  before  or after the date and time
     stated in the  notice)  for  inclusion  in the  minutes or filing  with the
     corporate records.

          A stockholder's attendance at a meeting:

          (1)  waives  objection  to lack of notice or  defective  notice of the
     meeting unless the  stockholder at the beginning of the meeting  objects to
     holding the meeting or transacting business at the meeting; or

          (2) waives objection to  consideration  of a particular  matter at the
     annual meeting that is not within the purpose or purposes  described in the
     meeting notice,  unless the  stockholder  objects to considering the matter
     when it is presented.

          (d) Contents of Notice. The notice of each special stockholder meeting
     shall  include a  description  of the  purpose  or  purposes  for which the
     meeting is called. Except as provided in Section 2.04(e), or as provided in
     the Articles, or otherwise in the MGCL, the notice of an annual stockholder
     meeting need not include a description of the purpose or purposes for which
     the meeting is called.
<PAGE>

          (e) Notice of Business. Notwithstanding anything else in these By-laws
     to the  contrary,  no business may be  transacted  at an annual  meeting of
     stockholders,  other  than  business  that is either (i)  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),  (ii)
     otherwise properly brought before the annual meeting by or at the direction
     of the Board of Directors  (or any duly  authorized  committee  thereof) or
     (iii)  otherwise   properly  brought  before  the  annual  meeting  by  any
     stockholder  of the  Corporation  (A) who is a stockholder of record on the
     date of the giving of the notice  provided  for in this Section 2.04 and on
     the record date for the  determination of stockholders  entitled to vote at
     such annual  meeting and (B) who complies  with the notice  procedures  set
     forth in the Articles and, to the extent not inconsistent  therewith,  this
     Section 2.04.

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

          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  Corporation  not less than sixty (60) days nor more than  ninety  (90)
     days prior to the  anniversary  date of the  immediately  preceding  annual
     meeting  of  stockholders;  provided,  however,  that in the event that the
     annual  meeting  of  stockholders  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 of stockholders was mailed or such
     public  disclosure of the date of the annual  meeting of  stockholders  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 of stockholders (i) a brief  description of the business
     desired to be brought  before the annual  meeting of  stockholders  and the
     reasons for conducting such business at the annual meeting of stockholders,
     (ii) the name and record  address of such  stockholder,  (iii) the class or
     series and number of shares of capital stock of the  Corporation  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  of
     stockholders to bring such business before the meeting.

          No business shall be conducted at the annual  meeting of  stockholders
     except  business  brought before such annual meeting in accordance with the
     procedures  set forth in the Articles  and, to the extent not  inconsistent
     therewith,  this Section 2.04; provided,  however,  that, once business has
     been  properly  brought  before  the  annual  meeting  of  stockholders  in
     accordance  with such  procedures,  nothing in this  Section  2.04 shall be
     deemed to preclude  discussion by any stockholder of any such business.  If
     the Chairman of an annual meeting of stockholders  determines that business
     was not  properly  brought  before the annual  meeting of  stockholders  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.
<PAGE>

          Section 2.05. Quorum. The holders, present in person or represented by
     proxy,  of 50  percent  (50%)  plus  one  (1) or  more  of the  issued  and
     outstanding shares of capital stock entitled to be voted at a meeting shall
     constitute a quorum for the transaction of business at the meeting. If less
     than a quorum is present,  the  holders of a majority of such shares  whose
     holders  are so present or  represented  may from time to time  adjourn the
     meeting  to  another  place,  date,  or hour  until a  quorum  is  present,
     whereupon  the meeting may be held, as adjourned,  without  further  notice
     except as required by law or by Section 2.04.

          Section  2.06.  Voting  and  Proxies.  When a quorum is  present  at a
     meeting of the  stockholders,  the vote of the holders of a majority of the
     shares of capital  stock  entitled to be voted whose holders are present in
     person or represented by proxy shall decide any question brought before the
     meeting, unless the question is one upon which, by express provision of law
     or of the  Articles  or of these  By-laws,  a different  vote is  required.
     Unless  otherwise  provided in the Articles,  each  stockholder  shall at a
     meeting of the  stockholders  be  entitled  to one (1) vote in person or by
     proxy for each share of  capital  stock  entitled  to be voted held by such
     stockholder.  To be valid,  a proxy  must be  executed  in  writing  by the
     stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
     filed with the Secretary of the Corporation or other persons  authorized to
     tabulate  votes  before or at the time of the  meeting.  No proxy  shall be
     valid  after  eleven  (11)  months  from the date of its  execution  unless
     otherwise  provided  in the proxy.  At a meeting of the  stockholders,  all
     questions  relating  to the  qualifications  of  voters,  the  validity  of
     proxies,  and the  acceptance or rejection of votes shall be decided by the
     presiding officer of the meeting.

          Section 2.07. Presiding Officer of Meetings. The Chairman of the Board
     of Directors,  or in his absence the Chief Executive Officer, shall preside
     at all meetings of the stockholders.  In the absence of the Chairman of the
     Board and the Chief Executive Officer,  the President shall preside at such
     meetings.  In the absence of the Chairman of the Board, the Chief Executive
     Officer and the President,  the presiding  officer shall be elected by vote
     of the holders of a majority of the shares of capital stock  entitled to be
     voted whose  holders are present in person or  represented  by proxy at the
     meeting.

          Section 2.08. Secretary of Meetings.  The Secretary of the Corporation
     shall act as secretary of all meetings of the stockholders.  In the absence
     of the  Secretary,  the presiding  officer of the meeting shall appoint any
     other person to act as secretary of the meeting.

          Section  2.09.  Action in Lieu of  Meeting.  Any  action  required  or
     permitted to be taken at any annual or special meeting of the  stockholders
     may be taken without a meeting, without prior notice and without a vote, if
     consents in writing,  setting forth the action so taken,  are signed by the
     holders of all shares entitled to be voted thereon.
<PAGE>

                                    ARTICLE 3
                               BOARD OF DIRECTORS

          Section 3.01. Powers. The business of the Corporation shall be managed
     under the  direction of the Board of  Directors,  which shall  exercise all
     such  powers of the  Corporation  and do all such lawful acts and things as
     are not by law or by the Articles or by these By-laws  directed or required
     to be exercised or done by the stockholders.

          Section 3.02. Number; Election; Qualification; Term.

               (a) The  Board of  Directors  shall  consist  of that  number  of
          members  determined  by the Board of  Directors,  but in no event less
          than three.  The term of office of a Director shall not be affected by
          any  decrease in the  authorized  number of  Directors.  

               (b) Until the first annual meeting of the stockholders, the Board
          of Directors  shall  consist of the persons  named as the Directors of
          the  Corporation  by the  incorporator  in the Articles.  At the first
          annual  meeting  and  at  each   subsequent   annual  meeting  of  the
          stockholders,  the  stockholders  shall elect Directors to serve until
          the next annual  meeting,  subject to the Articles  and, to the extent
          not inconsistent  therewith,  the notification procedures set forth in
          Section  3.02(e) below.  The number of Directors  shall in no event be
          less than three.

               (c)  Unless by the terms of the action  pursuant  to which he was
          elected any special condition or conditions must be fulfilled in order
          for him to be  qualified,  a person  elected  as a  Director  shall be
          deemed to be qualified  (i) upon his receipt of notice of election and
          his  indication of acceptance  thereof or (ii) upon the  expiration of
          ten days after  notice of  election is given to him without his having
          given notice of inability or unwillingness to serve.

               (d) The Directors  shall be classified,  with respect to the time
          for which they  severally  hold  office,  into three (3)  classes,  as
          nearly  equal in number as  possible.  One class  shall be  originally
          elected for a term expiring at the annual meeting of  stockholders  to
          be held in 1999.  Another class shall be originally elected for a term
          expiring  at the annual  meeting of  stockholders  to be held in 2000.
          Another class shall be  originally  elected for a term expiring at the
          annual  meeting of  stockholders  to be held in 2001.  Each class will
          hold office until its successors are elected and qualified.  Except as
          provided in the Articles,  at each annual meeting of the  stockholders
          of the  Corporation,  the  successors of the class of directors  whose
          terms  expire at that  meeting  shall be elected to hold  office for a
          term expiring at the annual meeting of stockholders  held in the third
          year  following  the year of  their  election.  Directors  need not be
          stockholders of the Corporation.

               (e)  Only  persons  who are  nominated  in  accordance  with  the
          following  procedures  shall be eligible  for election as directors of
          the Corporation,  except as may be otherwise  provided in the Articles
          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,  (i)  by or at the  direction  of  the  Board  of
          Directors (or any duly  authorized  committee  thereof) or (ii) by any
          stockholder of the  Corporation  (A) who is a stockholder of record on
          the date of the giving of the notice provided for in this Section 3.02
          and on the record date for the determination of stockholders  entitled
          to vote at such  meeting  and (B) who  complies  with  the  applicable
          provisions  of the  Articles  and,  to  the  extent  not  inconsistent
          therewith, the notice procedures set forth in this Section 3.02.
<PAGE>

               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 Corporation.

               To be timely,  a  stockholder's  notice to the Secretary  must be
          delivered to or mailed and received at the principal  executive office
          of  the   Corporation  (a)  in  the  case  of  an  annual  meeting  of
          stockholders,  not less than sixty (60) days nor more than ninety (90)
          days prior to the anniversary date of the immediately preceding annual
          meeting of stockholders; provided, however, that in the event that the
          annual meeting of stockholders 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 an
          which such  notice of the date of the annual  meeting of  stockholders
          was mailed or such public disclosure of the date of the annual meeting
          of stockholders 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 of stockholders was mailed or public disclosure of the
          date of the special meeting of stockholders was made,  whichever first
          occurs.

               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 Corporation  which
          are owned  beneficially  or of record by the person and (iv) any other
          information  relating  to the  person  that  would be  required  to be
          disclosed in a proxy statement or other filings required to be made in
          connection  with  solicitations  of proxies for  election of directors
          pursuant  to Section 14 of the  Securities  Exchange  Act of 1934,  as
          amended  (the  "Exchange   Act"),   and  the  rules  and   regulations
          promulgated  thereunder;  and  (b) as to the  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
          Corporation  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.

               No person  shall be  eligible  for  election as a director of the
          Corporation  unless  nominated in accordance  with the  procedures set
          forth in this Section 3.02.  If the  presiding  officer of the meeting
          determines  that a  nomination  was not  made in  accordance  with the
          foregoing  procedures,  the  presiding  officer  shall  declare to the
          meeting  that  the   nomination   was  defective  and  such  defective
          nomination shall be disregarded.

               Section 3.03. Vacancies.  Whenever between annual meetings of the
          stockholders any vacancy exists in the Board of Directors by reason of
          death,  resignation,  removal, or increase in the authorized number of
          Directors,  or  otherwise,  it  shall be  filled  as  provided  in the
          Articles.

               Section  3.04.  Place of  Meetings.  Any  meeting of the Board of
          Directors may be held either within or without the State of Maryland.

               Section 3.05. Annual Meeting. There shall be an annual meeting of
          the  Board  of  Directors   for  the  election  of  officers  and  the
          transaction  of such  other  business  as may be  brought  before  the
          meeting.  The annual  meeting of the Board  shall be held  immediately
          following the annual meeting of the  stockholders  or any  adjournment
          thereof, at the place where the annual meeting of the stockholders was
          held or at such other  place as a majority  of the  Directors  who are
          then present determine. If the annual meeting is not so held, it shall
          be called and held in the manner provided herein for special  meetings
          of the Board or conducted pursuant to Section 3.11.

               Section 3.06. Regular Meetings.  Regular meetings of the Board of
          Directors,  other than the annual meeting,  may be held without notice
          at such times and places as the Board may have fixed by resolution.

               Section 3.07. Special Meetings.  Special meetings of the Board of
          Directors  may be  called  by the  Chairman  of the  Board,  the Chief
          Executive  Officer or the President and shall be called on the written
          request of any  Director.  Not less than one day's notice of a special
          meeting shall be given by the Secretary to each Director.

               Section  3.08.  Organization.  Every  meeting  of  the  Board  of
          Directors  shall be presided  over by the  Chairman of the Board or in
          his  absence by the Chief  Executive  Officer.  In the  absence of the
          Chairman of the Board and the Chief Executive  Officer,  the President
          shall preside at such meetings.  In the absence of the Chairman of the
          Board,  the Chief  Executive  Officer and the  President,  a presiding
          officer  shall he chosen by a majority of the Directors  present.  The
          Secretary of the Corporation shall act as secretary of the meeting. In
          his absence the presiding  officer shall appoint another person to act
          as secretary of the meeting.

               Section  3.09.  Quorum. The presence of a majority or more of the
          number of  Directors  fixed by Section  3.02(a)  shall be necessary to
          constitute  a quorum for the  transaction  of business at a meeting of
          the
<PAGE>

          Board of  Directors.  If less than a quorum is present,  a majority of
          the  Directors  present  may from time to time  adjourn the meeting to
          another time or place until a quorum is present, whereupon the meeting
          may be held, as adjourned, without further notice. 

               Section  3.10.  Vote.  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, by the Articles, or by these By-laws. Where a vote of
          the Directors  present results in a tie, the action proposed shall not
          constitute an act of the Board of Directors.

               Section 3.11. Action in Lieu of a Meeting. 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 the members
          of the Board of  committee,  as the case may be,  unanimously  consent
          thereto in writing,  and the  writing or  writings  are filed with the
          minutes of the proceedings of the Board or committee.

               Section 3.12.  Conference  Call Meeting.  Members of the Board of
          Directors or of any committee  thereof may participate in a meeting of
          the Board or  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 3.13. Removal of Director. All Directors shall be subject
          to removal in the manner provided in the Articles.

               Section 3.14.  Chairman of the Board.  The Board of Directors may
          choose a  Chairman  of the Board who  shall,  if  present,  preside at
          meetings  of the Board and of the  stockholders.  The  Chairman of the
          Board may be an officer of the Corporation elected pursuant to Article
          5.
                                    ARTICLE 4
                                   COMMITTEES

               Section  4.01.  Committees  of the Board.  The Board of Directors
          may, by  resolution  passed by a majority of the  Directors in office,
          establish one or more committees,  each committee to consist of one or
          more of the  Directors.  The Board may designate one or more Directors
          as alternate  members of any committee,  who may replace any absent or
          disqualified  member or members at any meeting of the  committee.  Any
          such committee, to the extent provided in the resolution of the Board,
          shall have and may exercise  all the power and  authority of the Board
          for direction and  supervision  of the  management of the business and
          affairs  of  the  Corporation,  and  may  authorize  the  seal  of the
          Corporation  to be affixed to all papers  that may require it. No such
          committee,  however, shall have power or authority in reference to (i)
          amending the Articles or these  By-laws;  (ii) approving any merger or
          share  exchange  which does not require  stockholder  approval;  (iii)
          recommending to the stockholders any action which requires stockholder
          approval;  (iv) declaring a dividend or a distribution with respect to
          stock;  and (v) issuing any stock other than as  permitted  by Section
          2-411(b) of the MGCL.
<PAGE>

               Section 4.02.  Procedures;  Minutes of Meetings.  Each  committee
          shall determine its rules with respect to notice,  quorum, voting, and
          the taking of action,  provided  that such rules  shall be  consistent
          with  law,  the  rules in these  By-laws  applicable  to the  Board of
          Directors, and the resolution of the Board establishing the committee.
          Each committee  shall keep regular  minutes of its meetings and report
          the same to the Board of Directors when required.

                                    ARTICLE 5
                                    OFFICERS

               Section  5.01.  General.  The Board of Directors  shall elect the
          officers of the  Corporation,  which shall include the Chairman of the
          Board,  the Chief Executive  Officer,  a President,  a Treasurer and a
          Secretary  and such  other  officers  as in the  Board's  opinion  are
          desirable for the conduct of the business of the Corporation.  Any two
          or more  offices  may be held  by the  same  person  except  that  the
          President,  if there  shall be more than one  officer,  shall not also
          hold the office of Vice-President or Secretary.

               Section  5.02.  Powers and  Duties.  Each of the  officers of the
          Corporation shall, unless otherwise ordered by the Board of Directors,
          have such  powers and duties as  generally  pertain to his  respective
          office as well as such  powers  and duties as from time to time may be
          conferred upon him by the Board.

               Section 5.03. Term of Office;  Removal and Vacancy.  Each officer
          shall hold his office until his  successor is elected and qualified or
          until his  earlier  resignation  or  removal  and shall be  subject to
          removal with or without cause at any time by the affirmative vote of a
          majority of the  Directors  in office.  Any vacancy  occurring  in any
          office of the Corporation shall be filled by the Board of Directors.

               Section  5.04.  Chairman of the Board.  The Chairman of the Board
          shall  supervise  and  direct  the  Chief  Executive  Officer  and the
          President,  subject to the control of the Board of Directors. He shall
          preside  at all  meetings  of the  stockholders  and of the  Board  of
          Directors. He may sign, with the secretary or any other proper officer
          of the Corporation authorized by the Board of Directors,  certificates
          for shares of the Corporation, and deeds, mortgages, bonds, contracts,
          or other instruments which the Board of Directors has authorized to be
          executed,  except in cases  where the signing  and  execution  thereof
          shall be  expressly  delegated  by the Board of  Directors or by those
          By-laws to some other officer or agent of the Corporation, or shall be
          required by law to be  otherwise  signed or  executed;  and in general
          shall  perform  all duties  incident  to the office of Chairman of the
          Board  and such  other  duties  as may be  prescribed  by the Board of
          Directors from time to time.
<PAGE>

               Section  5.05.  Chief  Executive  Officer.  The  Chief  Executive
          Officer shall be the principal  executive  officer of the  Corporation
          and,  subject  to the  control  of the  Board of  Directors,  shall in
          general  supervise  the  business and affairs of the  Corporation.  He
          shall,  in the absence of the  Chairman  of the Board,  preside at all
          meetings of the stockholders and the Board of Directors.  He may sign,
          with the  secretary  or any other  proper  officer of the  Corporation
          authorized by the Board of Directors,  certificates  for shares of the
          Corporation  (as  a  supernumerary)  and  deeds,   mortgages,   bonds,
          contracts,  or other  instruments  which  the Board of  Directors  has
          authorized  to be  executed,  except in cases  where the  signing  and
          execution  thereof  shall  be  expressly  delegated  by the  Board  of
          Directors  or by those  By-laws to some other  officer or agent of the
          Corporation,  or shall be  required by law to be  otherwise  signed or
          executed;  and in general  shall  perform  all duties  incident to the
          office of Chief  Executive  Officer  and such  other  duties as may be
          prescribed by the Board of Directors from time to time.

               Section 5.06.  President.  The  President  shall be the principal
          operating  officer of the Corporation  and,  subject to the control of
          the  Board of  Directors,  shall in  general  supervise  the  business
          operations  of  the  Corporation.  He  shall,  in the  absence  of the
          Chairman of the Board and the Chief Executive Officer,  preside at all
          meetings of the  stockholders  and of the Board of  Directors.  He may
          sign,   with  the  secretary  or  any  other  proper  officer  of  the
          Corporation  authorized  by the Board of Directors,  certificates  for
          shares of the Corporation and deeds,  mortgages,  bonds, contracts, or
          other  instruments  which the Board of Directors has  authorized to be
          executed,  except in cases  where the signing  and  execution  thereof
          shall be  expressly  delegated  by the Board of  Directors or by those
          By-laws to some other officer or agent of the Corporation, or shall be
          required by law to be  otherwise  signed or  executed;  and in general
          shall perform all duties  incident to the office of President and such
          other duties as may be prescribed by the Board of Directors  from time
          to time.

               Section  5.07.  Secretary.  The  Secretary  shall:  (a)  keep the
          minutes of the  proceedings  of the  stockholders  and of the Board of
          Directors in one or more books provided for that purpose; (b) see that
          all notices are duly given in accordance  with the provisions of these
          By-laws or as  required  by law;  (c) be  custodian  of the  corporate
          records and of any seal of the  Corporation  and if there is a seal of
          the Corporation, see that it is affixed to all documents the execution
          of  which  on  behalf  of the  Corporation  under  its  seal  is  duly
          authorized;  (d) when requested or required,  authenticate any records
          of the Corporation;  (e) keep a register of the post office address of
          each  stockholder  which shall be furnished  to the  secretary by such
          stockholder;  (f) sign with the  President,  a  Vice-President  or the
          Chairman of the Board, certificates for shares of the Corporation, the
          issuance  of which shall have been  authorized  by  resolution  of the
          Board of  Directors;  (g) have  general  charge of the stock  transfer
          books  of the  Corporation;  and (h) in  general  perform  all  duties
          incident to the office of secretary and such other duties as from time
          to time may be  assigned  to him by the  President  or by the Board of
          Directors.

               Section 508. Treasurer.  The Treasurer shall: (a) have charge and
          custody  of and be  responsible  for all funds and  securities  of the
          Corporation;  (b) receive and give receipts for moneys due and payable
          to the Corporation  from any source  whatsoever,  and deposit all such
          moneys in the name of the Corporation in such banks,  trust companies,
          or other  depositaries as shall be selected by the Board of Directors;
          (c) in general,  perform  all of the duties  incident to the office of
          treasurer  and such other  duties as from time to time may be assigned
          to him by the  President  or by the Board of  Directors;  and (d) sign
          with the  President,  a  Vice-President  or the  Chairman of the Board
          certificates  for shares of the  Corporation,  the  issuance  of which
          shall have been authorized by resolution of the Board of Directors. If
          required by the Board of Directors,  the  Treasurer  shall give a bond
          for the  faithful  discharge  of his  duties in such sum and with such
          surety or sureties as the Board of Directors shall determine.
<PAGE>

                                    ARTICLE 6
                                  CAPITAL STOCK

               Section 6.01.  Certificates of Stock.  Certificates for shares of
          capital stock of the Corporation shall be in such form as the Board of
          Directors  may from time to time  prescribe and shall be signed by the
          President,   a  Vice-President  or  the  Chairman  of  the  Board  and
          countersigned by the Secretary,  the Treasurer, an Assistant Secretary
          or an Assistant  Treasurer.  The Chief Executive Officer may also sign
          certificates  for  shares of  capital  stock of the  Corporation  as a
          supernumerary.  Any or each of the signatures on a stock  certificate,
          including that of any transfer agent or registrar, may be a facsimile.
          If any officer,  transfer  agent, or registrar who has signed or whose
          facsimile  signature has been placed upon a certificate  has ceased to
          be such officer,  transfer agent, or registrar  before the certificate
          is issued,  the certificate may be issued by the Corporation  with the
          same effect as if the officer,  transfer  agent, or registrar were the
          officer, transfer agent, or registrar at the date of issuance.

               Section  6.02.   Transfer  of  Stock.  Shares  of  stock  of  the
          Corporation shall be transferable on the books of the Corporation only
          by the  holder of  record  thereof,  in  person or by duly  authorized
          attorney,   upon  surrender  and  cancellation  of  a  certificate  or
          certificates for a like number of shares,  with an assignment or power
          of transfer  endorsed thereon or delivered  therewith,  duly executed,
          and  with  such  proof of the  authenticity  of the  signature  and of
          authority  to  transfer,  and of payment  of  transfer  taxes,  as the
          Corporation or its agents may require.

               Section  6.03.  Ownership  of  Stock.  The  Corporation  shall be
          entitled to treat the holder of record of any share or shares of stock
          as the owner  thereof in fact 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 has  express  or other
          notice thereof, except as otherwise expressly provided by law.

               Section 6.04. Lost,  Stolen, or Destroyed  Certificates.  In case
          any  certificate  for stock of the  Corporation  is lost,  stolen,  or
          destroyed, the Corporation may require such proof of the fact and such
          indemnity  to be  given  to  it,  to  its  transfer  agent,  or to its
          registrar, if any, as deemed necessary or advisable by it.
<PAGE>

                                    ARTICLE 7
                                  MISCELLANEOUS

               Section 7.01.  Corporate Seal. The seal of the Corporation  shall
          be circular in form and shall contain the name of the  Corporation and
          the word "Maryland".

               Section  7.02.  Fiscal Year.  The Board of  Directors  shall have
          power to fix, and from time to time to change,  the fiscal year of the
          Corporation.

                                    ARTICLE 8
                          INDEMNIFICATION; TRANSACTIONS
                             WITH INTERESTED PERSONS

               Section 8.01.  Indemnification.  The Corporation shall indemnify,
          to the fullest  extent  permitted by Maryland law, as applicable  from
          time to time,  all  persons who at any time were or are  directors  cr
          officers of the Corporation  for any threatened,  pending or completed
          action, suit or proceeding (whether civil, criminal, administrative or
          investigative)  relating  to any action  alleged to have been taken or
          omitted in such capacity as a director or an officer.  The Corporation
          shall pay or reimburse all reasonable  expenses  incurred by a present
          or former  director or officer of the  Corporation in connection  with
          any  threatened,  pending  or  completed  action,  suit or  proceeding
          whether civil, criminal, administrative or investigative) in which the
          present or former  director  or officer is a party,  in advance of the
          final  disposition of the proceeding,  to the fullest extent permitted
          by, and in accordance  with the applicable  requirements  of, Maryland
          law, as applicable  from time to time. The  Corporation  may indemnify
          any other  persons  permitted  but not required to be  indemnified  by
          Maryland  law, as  applicable  from time to time, if and to the extent
          indemnification  is authorized  and determined to be  appropriate,  in
          each  case  in  accordance  with  applicable  law,  by  the  Board  of
          Directors,  the  majority  of  the  stockholders  of  the  Corporation
          entitled to vote  thereon or special  legal  counsel  appointed by the
          Board of Directors.  No amendment of these By-laws of the  Corporation
          or repeal of any of its provisions shall limit or eliminate any of the
          benefits provided to directors and officers under this Section 8.01 in
          respect of any act or omission that occurred  prior to such  amendment
          or repeal.

               Section 8.02.  Transactions With Interested  Persons. No contract
          or  transaction  between the  Corporation  and any of its Directors or
          officers,  or  between  the  Corporation  and any  other  corporation,
          partnership,  association,  or other  organization in which any of its
          Directors  or  officers  is a director  or officer or has a  financial
          interest,  shall be void or voidable solely for that reason, or solely
          because the Director or officer is present at or  participates  in the
          meeting of the Board of Directors  or  committee  thereof at which the
          contract or  transaction  is authorized or solely  because his vote is
          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 of
               Directors  or  committee  in good faith  approves or ratifies the
               contract or transaction by the affirmative  vote of a majority of
               the  disinterested  Directors,   even  though  the  disinterested
               Directors  are less than a quorum;  


<PAGE>

                    (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 a majority
               of the votes  cast by such  stockholders  other than the votes of
               shares  owned  of  record  or   beneficially  by  the  interested
               Director, officer, corporation, firm or other activity; or

                    (c) the contract or transaction is fair and reasonable 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 entitled to vote thereon.

                                    ARTICLE 9
                                     NOTICES

     Section  9.01.  Notice.  Whenever  notice is required or permitted by these
By-laws to be given to any person, it may be either (a) oral and communicated in
person,  by  telephone,  or  by  radio,  television,  or  other  form  of  voice
communication,  effective  upon  receipt by the  person,  or (b) in writing  and
communicated by being delivered by hand, by mail, or by telegraph,  teletype, or
other form of record communication,  effective upon receipt by the person or, if
earlier,  upon  delivery  at his  address as  registered  in the  records of the
Corporation for purposes of notice-giving ("notice address");  provided that (i)
notice of a meeting of the stockholders shall be in writing,  and (ii) a written
notice,  if mailed  postpaid and  correctly  addressed to a person at his notice
address,  shall be effective three business days after its deposit by the sender
in the United States mail. 

     Section 9.02. Waiver. Whenever any notice is required to be given under the
provisions of law or of the Articles or of these  By-laws,  a waiver  thereof in
writing,  signed by the person or persons entitled to the notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Attendance
at a meeting for which notice is required  shall be deemed waiver of such notice
unless such attendance is for the purpose of objecting,  at the beginning of the
meeting,  to the  transaction  of business on the ground that the meeting is not
lawfully called or convened.

                                   ARTICLE 10
                                    AMENDMENT

     These By-laws may be amended or repealed, or new By-laws may be adopted, by
the  stockholders at any meeting of the  stockholders by the affirmative vote of
the holders of a majority of the voting power of all the shares of capital stock
of the  Corporation  entitled to vote  generally in the  election of  Directors,
voting  together as a class or pursuant to Section 2.09 of these By-laws,  or by
the Board of  Directors  at any meeting of the Board of Directors or pursuant to
Section 3.11 of these By-laws;  provided that the  stockholders and the Board of
Directors may not amend or repeal (i) this Article 10, Sections  3.02(d) or 3.13
except by the  affirmative  vote of two-thirds of the aggregate  number of votes
then  entitled to be cast  generally in the  election of Directors  and (ii) any
part of these By-laws that has been adopted by the  stockholders  except by vote
of the holders of a majority of the  aggregate  number of votes then entitled to
be cast thereon.