AMENDED AND RESTATED BY-LAWS
                                       OF
                       MID ATLANTIC MEDICAL SERVICES, INC.
                             AS OF FEBRUARY 25, 1998

                                     OFFICES

         SECTION 1.1 PRINCIPAL OFFICE. - The principal office of the corporation
shall be at 4 Taft Court,  Rockville,  Maryland 20850. The principal  address of
the corporation in Delaware is 229 South State Street, Dover, Delaware 19901.

         SECTION 1.2  OTHER OFFICES. - The corporation may have such
other offices and places of business within or without the State
of Delaware as the Board of Directors shall determine.

                                  STOCKHOLDERS

         SECTION 2.1 PLACE OF MEETINGS.  - Meetings of the  stockholders  may be
held at such place or places within or without the State of Delaware as shall be
fixed by the Board of Directors and stated in the notice of the meeting.

         SECTION 2.2 ANNUAL MEETING. - An annual meeting of stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting  shall be held within five months after the close of the
fiscal year of the corporation.

         SECTION 2.3 SPECIAL  MEETINGS.  - Special  meetings of the stockholders
for any  purpose(s)  may be called by the Board of Directors or by the President
stating the purpose(s) of the meeting. No matters, except those set forth in the
notice of special meeting, may be considered at the special meeting.

         SECTION 2.4 NOTICE OF  MEETINGS.  - Notice  stating the time and place,
and in the case of a special meeting the purpose(s)  thereof and by whom called,
shall  be  delivered  to each  stockholder  entitled  to  vote,  not  less  than
twenty-five (25) nor more than sixty (60) days prior to the meeting.  If mailed,
notice shall be directed to each such  stockholder  at his address as it appears
on the  records of the  stockholders  of the  corporation,  unless he shall have
previously  filed with the Secretary of the  corporation a written  request that
notices intended for him be mailed to some other address, in which case it shall
be mailed to the address  designated in the request.  Notice of any meeting need
not be given to any person who may


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become a stockholder of record after the mailing of such notice and prior to the
meeting,  or to any stockholder who attends such meeting, in person or by proxy,
for purposes other than solely to object to the lack of proper notice, or to any
stockholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned  meeting of  stockholders
need not be given, unless otherwise required by statute.

         SECTION  2.5  QUORUM  AND  ACTION.  - (a) At any duly held  meeting  of
stockholders,  the  presence in person or by proxy of  stockholders  entitled to
cast a  majority  of the votes  thereat  shall  constitute  a quorum,  except as
otherwise provided by law or the Certificate of Incorporation.

         (b) A majority of the votes cast at a duly held meeting of stockholders
at which a quorum is present (stockholders  represented by proxy shall be deemed
present),  shall be sufficient to take or authorize action upon any matter which
may  properly  come  before the  meeting,  unless a greater  vote,  or voting by
classes,  is required by law or by the Certificate of  Incorporation or by these
By-Laws on any  question,  and except  that in  elections  of  directors,  those
receiving the greatest  number of votes shall be deemed  elected even though not
receiving a majority.

         Notwithstanding  the above,  at all meetings of the  stockholders,  any
vacancy  in the Board of  Directors  by reason of an  increase  in the number of
directors,  the resignation of a director, or for any other cause other than the
removal of a director by the  stockholders,  may be filled only the  affirmative
vote of three-quarters (3/4) of the votes cast at the meeting.

         SECTION 2.6 VOTING. - At each meeting of the stockholders, every holder
of stock then entitled to vote may vote in person or by proxy and, except as may
be otherwise  provided by the Certificate of Incorporation,  shall have one vote
for each share of stock  registered  in his name.  No proxy shall be valid after
eleven  (11) months from the date of its  execution,  unless a longer  period is
provided for in the proxy.  Proxies  shall be exhibited to the  Secretary at the
meeting and filed with the records of the corporation.

         SECTION 2.7  ADJOURNED MEETINGS. - Any duly called meeting
of stockholders may, by announcement thereat, be adjourned to a
designated time and place by the vote of the holders of a


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majority of the shares  present and entitled to vote  thereat,  even though less
than a quorum is so present. If a meeting is adjourned to another time, not more
than thirty days thereafter,  and/or to another place, and if an announcement of
the  adjourned  time  and/or  place  is made at the  meeting,  it  shall  not be
necessary to give notice of the adjourned meeting unless the Board of Directors,
after adjournment, fixes a new record date for the adjourned meeting.

         SECTION 2.8  ACTION BY WRITTEN CONSENT IN LIEU OF MEETING OF
STOCKHOLDERS. - See Section 6.6 of the By-Laws.

         SECTION 2.9 NEW  BUSINESS  AND  NOMINATIONS.  - (a) Only such  business
shall be conducted  as shall have been  brought  before the meeting (i) by or at
the  direction  of the Board of  Directors,  or (ii) by any  stockholder  of the
corporation  who is entitled to vote with respect  thereto and who complies with
the notice procedures set forth in this Section 2.9. For business to be properly
brought  before an annual meeting by a stockholder,  the  stockholder  must have
given timely notice thereof in writing to the Secretary of the  corporation.  To
be timely, a stockholder's notice must be delivered or mailed to and received at
the principal  executive  offices of the  corporation  not less than thirty (30)
days prior to the date of the annual meeting;  provided,  however,  that, in the
event that less than forty (40) days' notice or prior public  disclosure  of the
date of the meeting is given or made to stockholders,  notice by the stockholder
to be timely must be received  not later than the close of business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or such public disclosure was made.

         A  stockholder's  notice  to the  Secretary  shall set forth as to each
matter such stockholder  proposes to bring before the annual meeting (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  corporation's  books,  of the  stockholder
proposing such business, (iii) the class and number of the corporation's capital
stock that are  beneficially  owned by such  stockholder,  and (iv) any material
interest of such stockholder in such business.

         Notwithstanding  anything in these Bylaws to the contrary,  no business
shall be brought  before or conducted at an annual  meeting except in accordance
with the provisions of this Section


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2.9(a). The officer of the corporation or other person presiding over the annual
meeting  shall,  if the facts so warrant,  determine  and declare to the meeting
that business was not properly brought before the meeting in accordance with the
provisions of this Section  2.9(a) and, if he or she should so determine,  he or
she shall so declare to the meeting and any such  business so  determined  to be
not properly brought before the meeting shall not be transacted.  This provision
shall not prevent the  consideration  and approval or  disapproval at the annual
meeting of stockholders of reports of officers,  directors, and committees, but,
in  connection  with such reports,  no new business  shall be acted upon at such
annual meeting unless stated and filed as herein provided.

         (b) At any  special  meeting of the  stockholders,  only such  business
shall be conducted  as shall have been  brought  before the meeting by or at the
direction of the Board of Directors.

         (c) Only persons who are  nominated in accordance  with the  procedures
set  forth  in these  Bylaws  shall  be  eligible  for  election  as  directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of  stockholders  at which  directors are to be elected
only  (i) by or at the  direction  of the  Board  of  Directors,  or (ii) by any
stockholder of the corporation entitled to vote for the election of directors at
the meeting who complies  with the notice  procedures  set forth in this Section
2.9(c).  Such  nominations,  other than those made by or at the direction of the
Board of  Directors,  shall be made by timely notice in writing to the Secretary
of the corporation.  To be timely, a stockholder's  notice shall be delivered or
mailed to and received at the principal executive offices of the corporation not
less than thirty (30) days prior to the date of the meeting; provided,  however,
that, in the event that less than forty (40) days' notice or prior disclosure of
the  date  of the  meeting  is  given  or made to  stockholders,  notice  by the
stockholder  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 meeting was mailed or such public disclosure was made.

         Such  stockholder's  notice  shall set forth (i) as to each person whom
such stockholder proposes to nominate for election or re-election as a director,
all  information  relating to such person  that is required to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities


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Exchange Act of 1934, as amended  (including  such person's  written  consent to
being named in the proxy  statement as a nominee and to serving as a director if
elected);  and (ii) as to the  stockholder  giving  the  notice (A) the name and
address, as they appear on the corporation's books, of such stockholder, and (B)
the class and  number of shares  of the  corporation's  capital  stock  that are
beneficially  owned  by  such  stockholder.  At  the  request  of the  Board  of
Directors,  any person  nominated  by the Board of  Directors  for election as a
director  shall  furnish to the  Secretary of the  corporation  the  information
required to be set forth in a  stockholder's  notice of nomination that pertains
to the nominee.

         No  person  shall  be  eligible  for  election  as a  director  of  the
corporation  unless  nominated in accordance with the provisions of this Section
2.9(c).  The officer of the corporation or other person presiding at the meeting
shall,  if the facts so warrant,  determine  that a  nomination  was not made in
accordance with such provisions and, if he or she should so determine, he or she
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.

                                    DIRECTORS

         SECTION 3.1 NUMBER AND QUALIFICATION.  (a) The first Board of Directors
shall be comprised of  twenty-three  (23)  directors  who shall serve a one-year
term and until their  successors  are elected and  qualified at the first annual
meeting.  Thereafter,  the  number  of  directors  shall be set by the  Board of
Directors;  provided,  however,  that,  except for the first Board, the Board of
Directors  shall be  comprised of no more than twelve (12) and no less than five
(5)  directors,  each of whom shall serve a three-year  staggered term and until
his or her successor is elected and qualified.

         Notwithstanding the above, if the Board of Directors elects a Chairman,
pursuant to Sections 4.1 and 4.3 of the By-Laws, and/or a President, pursuant to
Sections 4.1 and 4.4 of these  ByLaws,  said  Chairman  and/or  President  shall
automatically  become  a  director  of  the  corporation.  The  Chairman  and/or
President  shall remain a director only as long as he or she continues to be the
Chairman and/or President of the Corporation.  As provided for in Section 4.1 of
the By-Laws,  the Chairman and the President  hold office at the pleasure of the
Board, and may be removed and/or replaced at any time, with or without cause.



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         (b) Upon the election  qualification of the successor  directors to the
first  Board of  Directors,  the  successor  directors  shall be  elected by the
stockholders at the first stockholder meeting in members as equally as possible,
into three groups.  Group A directors will have a term of office  expiring after
one year and until the election and  qualification of their successors chosen at
the next annual  shareholders  meeting  ensuing;  Group B directors shall have a
term of  office  expiring  one  year  thereafter  and  until  the  election  and
qualification of their successors; Group C directors shall have a term of office
expiring two years thereafter and until the election and  qualification of their
successors.

         (c) Each  successor  to a Group A, B, and C director  shall hold office
until the third annual meeting of the stockholders next succeeding his election,
and until his  successor  is elected and  qualified,  or until his prior  death,
resignation  or  removal;  except  however,  if  additional   directorships  are
established,  the initial term for such  directorships  shall be for one or more
years not greater than three as determined by the Board of Directors in order to
ensure that  approximately  one-third  (1/3) of all the directors are elected at
each annual meeting of the stockholders.

         (d)  Notwithstanding the above, an individual is not qualified to serve
as a  director  if the  individual  is  concurrently  also a  director  of  M.D.
Individual Practice  Association,  Inc., and Physicians Health Plan of Maryland,
Inc.

         SECTION 3.2 POWERS. - The management of all the business,  property and
affairs of the corporation shall be vested in the Board of Directors.  The Board
may  exercise  all of the powers of the  corporation  and do all lawful acts and
things  (including the adoption of such rules and regulations for the conduct of
its meetings, the exercise of its powers, and the management of the corporation,
as it may deem proper),  consistent with the Delaware  General  Corporation law,
the Articles of Incorporation, and these By-Laws, and not thereby conferred upon
or reserved to the stockholders.

         SECTION 3.3  MEETINGS.  - The annual  meeting of the Board of Directors
may be held  without  notice  within four (4) weeks after the annual  meeting of
stockholders. Regular meetings and the time and place of regular meetings of the
Board may be established by the Board. If the Board of Directors fixes a regular
meeting at a time more than four (4) weeks after the


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annual meeting of the stockholders,  or changes the time or place of any regular
meeting,  notice of such meeting, in accordance with the By-Law requirements for
notice of special meetings,  shall be given to each director who was not present
at the meeting at which such action was taken. Special meetings of the Board may
be called by the Chairman of the Board (if any) or the  President,  and shall be
called at the written request of three of more  directors.  Five (5) days notice
of  special  meetings  shall be given by mail,  or two (2) days  notice if given
personally  or by  telegraph  or cable,  to each  director.  Notice  of  special
meetings  need not state the  purpose(s)  thereof.  A majority of the  Directors
present at the time and place of any regular or special  meeting,  although less
than a quorum,  may adjourn the same from time to time without  notice,  until a
quorum shall be present.  Notice of any special meeting shall not be required to
be given to any  director who shall attend a meeting  without  protesting  prior
thereto  or at its  commencement  the lack of  notice to him,  or who  submits a
signed  waiver of notice,  whether  before or after the  meeting.  Notice of any
adjourned  meeting  shall be required to be given.  Meetings of the Board may be
held at any place within or outside of the State of Delaware.

         A  director  may  attend a meeting  of the Board of  Directors,  or any
committee  thereof,  either  in  person or by means of a  telephone  or  similar
communications  medium which allows all persons  participating in the meeting to
hear and be heard by all others  participating,  and  participation  pursuant to
this subsection shall constitute presence in person at the meeting.

         SECTION  3.4 QUORUM AND  ACTION.  - A majority  of the  directors  then
serving  (but in no event less than  one-third  of the total number of directors
which  the  corporation  would  then  have if  there  were no  vacancies)  shall
constitute a quorum for the transaction of business. At any duly held meeting at
which a quorum is present,  the affirmative  vote of a majority of the directors
present shall be the act of the Board of Directors on any question, except where
the act of a greater number is required by these By-Laws,  by the Certificate of
Incorporation, or by statute.

         SECTION 3.5  ACTION BY WRITTEN CONSENT IN LIEU OF MEETINGS
OF DIRECTORS. - See Section 6.6 of these By-Laws.

         SECTION 3.6  VACANCIES; REMOVAL. - (a)  Any vacancy
occurring in the Board of Directors by reason of an increase in
the number of directors comprising the Board or for any other


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reason shall be filled by action of a majority of the remaining directors,  even
if less than a quorum,  or by the sole remaining  director.  Vacancies  shall be
filled for the  unexpired  portion of the term of the director  whose vacancy is
being filled.

         (b) Except where the Certificate of Incorporation  provides  otherwise,
contains provisions authorizing cumulative voting or the election of one or more
directors by class or their election by holders of bonds, or requires all action
by stockholders to be by a greater vote, any one or more of the directors may be
removed,  (1) either  for or without  cause,  at any time,  by the  holders of a
majority of the shares then  entitled to vote at an election of directors (a) at
any regular meeting or (b) at any special meeting of the stockholders the notice
of which  announces  that a purpose of such meeting is to seek removal,  or, (2)
for  cause,  by the  affirmative  vote of a  majority  of the  entire  Board  of
Directors at any regular or special  meeting of the Board.  Three (3)  unexcused
absences  within one (1) calendar year from Board of Directors  meetings  and/or
committee  meetings for committees on which such director sits shall  constitute
cause for removal.  The Chairman of the Board,  if a Chairman be elected,  shall
determine  whether an absence is "excused" for purposes of this  paragraph,  but
this  decision  may be  overruled  by an  affirmative  vote of a majority of the
directors at any duly held meeting at which a quorum is present.  If no Chairman
is then serving, the Board members at any duly held meeting at which a quorum is
present shall determine whether an absence is excused.

         SECTION 3.7 COMMITTEES. - The Board of Directors, by resolution adopted
by a majority  of the entire  Board (the  total  number of  directors  which the
Corporation  would  have if there were no  vacancies),  may  designate  from its
members an Executive Committee,  and such other committees as it shall choose to
create,  consisting of one or more directors, with such powers and authority (to
the extent permitted by law) as may be provided in said resolution.

         SECTION 3.8 REMUNERATION.  - (a) Unless otherwise expressly provided by
resolution  adopted by the Board of Directors,  none of the directors  shall, as
such,  receive  any  stated  remuneration  for these  services  but the Board of
Directors  may at any time and from time to time by  resolution  provide  that a
specified sum shall be paid to a director of the Corporation,  either as his/her
annual  remuneration as such director or member of any committee of the Board of
Directors or as  remuneration  for such directors  attendance at each meeting of
the Board of Directors or any such


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committee. The Board of Directors may also likewise provide that the Corporation
shall  reimburse  each  director for any expenses  paid by him/her on account of
such  attendance  at any meeting.  Nothing in this section shall be construed to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving remuneration thereof.

         (b)  Notwithstanding  the above,  if any director is also a director of
another  corporation  either directly or indirectly owned,  controlled by and/or
under  common   control  of  the   corporation,   such  director  shall  receive
remuneration  as a director  from only one  corporation.  The director  shall be
remunerated  by the  corporation  for which he or she would  receive the greater
remuneration.

                                    OFFICERS

         SECTION  4.1  EXECUTIVE  OFFICERS.  - The  executive  officers  of  the
corporation shall be a President, a Treasurer and a Secretary, all of whom shall
be  elected at its annual  meeting  by the Board,  and shall hold  office at the
pleasure of the Board. In addition,  the Board may elect a Chairman of the Board
of  Directors  and one or more  Vice-Presidents,  Assistant  Secretaries  and/or
Assistant  Treasurers.  Any two or more  offices may be held by one person.  All
vacancies  occurring  among any of the officers shall be filled by the Board for
the unexpired  portion of the  officer's  term and may be filled at a meeting of
the Board  other than its annual  meeting.  Any  officer  may be removed  and/or
replaced  at any time,  with or  without  cause,  by the  affirmative  vote of a
majority (unless the Certificate of Incorporation requires a larger vote) of the
directors  present at a regular  meeting of directors or at a special meeting of
directors called for the purpose.

         SECTION 4.2 OTHER OFFICERS. - The Board may appoint, remove and replace
such other officers,  including  assistant officers and agents, with such powers
and duties as it shall deem necessary. The Board may by resolution authorize the
President to appoint and remove officers which are not Executive Officers.

         SECTION 4.3  THE CHAIRMAN OF THE BOARD. - The Chairman of
the Board of Directors, if one be elected, shall preside at all
meetings of the Board of Directors and of the stockholders if the
directors so resolve.  The Vice Chairman of the Board of
Directors, if one be elected, shall preside at all meetings of
the Board of Directors and of the stockholders in the absence of


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the Chairman.  The Chairman and Vice Chairman  shall have and perform such other
duties as from time to time may be assigned to them by the Board of Directors or
the Executive Committee, if any.

         SECTION 4.4 THE  PRESIDENT.  - The President  shall,  in the absence or
non-election  of a  Chairman  of  the  Board,  preside  at all  meetings  of the
stockholders  and  directors.  When the Board is not in  session,  he shall have
general management and control of the business and affairs of the corporation.

         SECTION 4.5 THE  VICE-PRESIDENT.  - The  Vice-President,  if any, or if
there be more than one, the senior  Vice-President as determined by the Board of
Directors,  shall in the absence or  disability of the  President,  exercise the
powers and perform the duties of the President,  and each  Vice-President  shall
exercise  such other powers and perform such other duties as shall be prescribed
by the Board.

         SECTION 4.6 THE  TREASURER.  - The Treasurer  shall have custody of all
funds,  securities and evidences of  indebtedness of the  corporation;  he shall
receive and give receipts and  acquittances for monies paid in on account of the
corporation,  and shall pay out of the funds on hand all  bills,  payrolls,  and
other just debts of the corporation, of whatever nature, upon maturity; he shall
enter  regularly in books to be kept by him for that purpose,  full and accurate
accounts  of  all  monies  received  and  paid  out by  him  on  account  of the
corporation,  and he shall  perform all other  duties  incident to the office of
Treasurer and as may be prescribed by the Board.

         SECTION 4.7 THE  SECRETARY.  - The Secretary  shall keep the minutes of
all  proceedings  of the Board of Directors  and of the  stockholders;  he shall
attend  to the  giving  and  serving  of all  notices  to the  stockholders  and
directors or other notice required by law, or by these By-Laws;  shall affix the
seal of the  corporation  to deeds,  contracts and other  instruments in writing
requiring a seal, when duly signed or when so ordered by the Board of Directors;
shall have charge of the certificate  books and stock books and such other books
and papers as the Board may direct,  and shall perform all other duties incident
to the office of the Secretary.



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         SECTION 4.8 SALARIES.  - The salaries of all officers shall be fixed by
the Board of  Directors,  and the Board has the  authority  by majority  vote to
reimburse expenses and to establish reasonable compensation of all directors for
services to the corporation as directors, officers, or otherwise.

         SECTION 4.9 SHARES OF OTHER CORPORATIONS. - Whenever the corporation is
the  holder of shares of stock of any other  corporation,  any right or power of
the corporation as such stockholder (including the attendance, acting and voting
at stockholders' meetings and execution of waivers,  consents,  proxies or other
instruments)  may be exercised on behalf of the  corporation by the President or
such other person as the Board of Directors may authorize.

                                  CAPITAL STOCK

         SECTION 5.1 FORM AND  EXECUTION  OF  CERTIFICATES.  - The shares of the
corporation  shall be  represented  by  certificates  which shall be in the form
required  by the  laws of  Delaware  and as  shall be  adopted  by the  Board of
Directors.  They shall be numbered and registered in the order issued;  shall be
signed by the Chairman,  the  Vice-Chairman,  the President or a Vice- President
and by the Secretary or an Assistant  Secretary or the Treasurer or an Assistant
Treasurer,  and shall be sealed with the corporate seal or a facsimile  thereof.
When such a certificate is counter-signed by a transfer agent or registered by a
registrar, the signatures of any such officers may be facsimile.

         SECTION 5.2 TRANSFER. - Upon compliance with provisions restricting the
transfer or  registration  of transfer of shares of stock,  if any,  transfer of
shares shall be made upon the books of the corporation by the registered  holder
in person or by  attorney,  duly  authorized,  but only  upon  surrender  of the
certificate or certificates for such shares properly assigned for transfer.

         SECTION  5.3  LOST  OR  DESTROYED  CERTIFICATES.  - The  holder  of any
certificate  representing  shares of stock of the  corporation  may  notify  the
corporation  of any  loss,  theft  or  destruction  thereof,  and the  Board  of
Directors may thereupon, in its discretion, cause a new certificate for the same
number of shares to be issued to such  holder  upon  satisfactory  proof of such
loss,  theft or  destruction,  and the  deposit of  indemnity  by way of bond or
otherwise, in such form and amount and with such surety or sureties as the Board
may require, to indemnify the corporation


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against loss or liability by reason of the issuance of such new
certificate.

         SECTION  5.4 RECORD  DATE.  - (a) In order to make a  determination  of
stockholders for any proper purpose,  the directors may close the stock transfer
books for a stated period not to exceed twenty (20) days;  and if the purpose of
the closing is to determine  stockholders  entitled to notice of or to vote at a
meeting  of the  stockholders,  the books  shall be closed for at least ten (10)
days immediately preceding such meeting.

         (b) In lieu of closing the books,  the  directors  may fix in advance a
record date for determination of stockholders for any proper purpose,  such date
shall  not  be  more  than  sixty  (60)  days,  and  in  case  of a  meeting  of
stockholders,  not less than  twenty-five  (25) days, prior to the date on which
the particular action,  requiring such  determination of stockholders,  is to be
taken.

         (c) In the absence of such closing or fixed  record date,  the date for
determination of stockholders  entitled (1) to notice of or to vote at a meeting
of stockholders,  or (2) to receive a dividend or any right shall be as provided
by Section 213 of the General Corporation Law or any successor provision.

                                  MISCELLANEOUS

         SECTION 6.1 DIVIDENDS.  - The Board of Directors may declare  dividends
from time to time on the outstanding  shares of the corporation from the surplus
or net profits legally available therefor.

         SECTION 6.2 SEAL. - The Board shall provide a suitable  corporate  seal
stating the corporate name, and state and year of incorporation,  which shall be
in the charge of the Secretary and shall be used as authorized by these By-Laws.

         SECTION 6.3  FISCAL YEAR. - The fiscal year of the
corporation shall close annually on December 31.

         SECTION 6.4 CHECKS,  NOTES, ETC. - (a) Checks,  notes, drafts, bills of
exchange and orders for the payment of money shall be signed or endorsed in such
manner as shall be determined by the Board.

         (b) The funds of the  corporation  shall be  deposited  in such bank or
trust company, and checks drawn against such funds shall


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be signed in such manner as may be determined from time to time
by the Board.

         SECTION  6.5 NOTICE AND WAIVER OF NOTICE.  - (a) Any notice of meetings
required to be given under these By-Laws to stockholders and/or directors may be
waived in  writing  signed by the  person or persons  entitled  to such  notice,
whether before or after the time stated therein.

         (b) All notices  required by these By-Laws shall be printed or written,
and shall be delivered  either  personally,  by telegraph or cable,  or by mail,
and, if mailed,  shall be deemed to be  delivered  when  deposited in the United
States mail,  postage  prepaid,  addressed to the stockholder or director at his
address as it appears on the records of the corporation.

         SECTION 6.6 ACTION BY WRITTEN CONSENT IN LIEU OF MEETINGS. - Any action
required or  permitted  to be taken at a meeting of the  stockholders  or of the
Board of Directors or of any committee thereof may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all of
the  stockholders  entitled to notice of or to vote with  respect to the subject
matter thereof,  or by all of the members of the Board or of such committee,  as
the case may be,  and such  consent  shall  have the same  force and effect as a
unanimous vote.

                                   AMENDMENTS

         SECTION 7.1  AMENDMENTS. - These By-Laws may be altered,
amended or repealed:

         (a) at any duly held  stockholders'  meeting by vote of the owners of a
majority (unless the Certificate of Incorporation requires a larger vote) of the
outstanding stock having voting power,  present in person or by proxy,  provided
notice of the  amendment  is  included in the notice or waiver of notice of such
meeting, and

         (b) except as provided  below, at any regular or special meeting of the
Board of  Directors  by a majority  (unless  the  Certificate  of  Incorporation
requires a larger  vote) of the  entire  Board,  but any  By-Laws so made by the
Board may be altered or repealed  by the  stockholders.  The Board of  Directors
shall have no power to change the quorum for meetings of  stockholders or of the
Board of Directors,  or to change any  provisions of the By-Laws with respect to
the removal of directors or the filling


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of vacancies in the Board resulting from the removal by the stockholders. If any
By-Laws  regulating an impending  election of directors are adopted,  amended or
repealed  by the Board of  Directors,  there shall be set forth in the notice of
the next meeting of stockholders  for the election of directors,  the by-laws so
adopted,  amended or repealed,  together with a concise statement of the changes
made.

                                    INDEMNITY

         SECTION 8.1 INDEMNITY.  - The corporation shall indemnify its officers,
directors,  employees and agents to the full extent permitted by Section 145, or
any  successor  provision,  of the General  Corporation  Law, and such rights of
indemnification  shall be in addition to any rights to which any such  director,
officer,  employee or agent may otherwise be entitled  under the  Certificate of
Incorporation,  any  agreement  or vote  of the  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, and shall continue as to a
person who has agreed to be a  director,  officer,  employee  or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.