AMENDED AND RESTATED BY-LAWS

                                       OF

                       MID ATLANTIC MEDICAL SERVICES, INC.
                             AS OF FEBRUARY 15, 2000

                                     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 eight (8) 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 only be called by the Board of Directors, Chairman of the
Board of Directors  ("Chairman")  or President.  Any notice of a special meeting
shall state the specific purpose(s) of the meeting. No matters, except those set
forth in the notice of special  meeting,  may be considered or acted upon 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 ten (10)
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 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
newly created directorship  resulting from any increase in the authorized number
of directors by action of the stockholders may be filled by the affirmative vote
of  three-quarters  (3/4) of the votes cast at the  meeting.  Any vacancy in the
Board of Directors resulting from the resignation of a director or for any other
cause other than the removal of a director by action of the  stockholders may be
filled  by the  affirmative  vote  of the  plurality  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  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 at an annual  meeting of the  corporation's  stockholders  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  meets  the  requirements  of
Regulation  14A of the  Securities  Exchange Act of 1934, as amended  ("Exchange
Act").  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
personally  delivered  or  mailed to and  received  at the  principal  executive
offices of the  corporation  not less than one  hundred  and twenty (20) days in
advance of the first anniversary of the date the  corporation's  proxy statement
was released to  stockholders  in  connection  with the previous  year's  annual
meeting;  provided,  however, that, if the date of the annual meeting changes by
more than thirty (30) days from the date of the previous year's  meeting,  to be
timely,  a  stockholder's  notice must be personally  delivered or mailed to and
received at the principal  executive  offices of the  corporation  in the manner
required by Regulation 14A promulgated under the Exchange Act.

         A  stockholder's  notice  to the  Secretary  shall set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) the name
and address of the  stockholder who intends to make the proposal and the text of
the  proposal  to be  introduced;  (ii) the  class  and  number of shares of the
corporation's  stock held of record or owned beneficially by such stockholder as
well as the other information with respect to the ownership of the corporation's
stock  required by Regulation 14A  promulgated  under the Exchange Act as of the
record  date for the  meeting  (if such  date  shall  have  been  made  publicly
available) and as of the date of such notice;  (iii) a  representation  that the
stockholder  intends to appear in person or by proxy at the meeting to introduce
the proposal  specified  in the notice;  (iv) such other  information  as may be
required by Regulation  14A  promulgated  under the Exchange Act; and (v) if the
proposal  relates to the nomination of a director,  the information  required by
Section 2.9(c).

         Notwithstanding  anything in these By-laws to the contrary, no business
shall be brought  before or conducted at an annual  meeting except in accordance
with the provisions of this Section  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, Chairman or President.

         (c) Such  stockholder's  notice  shall set forth 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  promulgated  under the  Exchange  Act
(including  such person's  written consent to being named in the proxy statement
as a nominee and to serving as a director if elected).

                                    DIRECTORS

         SECTION 3.1 NUMBER AND QUALIFICATION.  (a) The Board of Directors shall
be comprised of no more than fourteen (14) 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.

         (b) At the conclusion of the terms of the first Board of Directors, the
successor  directors  shall be elected in numbers 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;  Group B directors shall have a term of office
expiring one year after the  expiration of the term of the Group A directors and
until the  election and  qualification  of their  successors;  Group C directors
shall have a term of office  expiring two years after the expiration of the term
of the Group A  directors  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.

         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 Certificate 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 the
annual  meeting at a time more than four (4) weeks  after the 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 (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 electronic mail,
facsimile,  telegraph or cable,  to each director.  Notice of a special  meeting
shall set forth  matters  anticipated  to be  discussed,  but such  meeting  may
consider and act upon other matters upon the affirmative  vote of  three-fourths
(3/4) of the members of the Board of Directors  then serving.  A majority of the
directors  present  at the time and  place of any  annual,  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. 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  or unfilled
newly created  directorships)  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 NEWLY CREATED  DIRECTORSHIPS AND VACANCIES;  REMOVAL. - (a)
Any newly created  directorship  resulting  from any increase in the  authorized
number of directors or any vacancy  occurring in the Board of Directors  for any
reason may be filled by action of a majority of the remaining directors, even if
less than a quorum, or by the sole remaining  director.  A director elected to a
newly created  directorship shall serve for a term set by the Board of Directors
in  accordance  with  Section  3.1(c)  in order  to  ensure  that  approximately
one-third  (1/3) of all the directors are elected at each annual  meeting of the
stockholders. 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
two-thirds (2/3) 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 all members of the 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 meetings of
committees on which such director sits shall constitute cause for, but shall not
require,  removal.  The  Chairman,  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  by an  affirmative  vote of a
majority of the directors present at the meeting.

         SECTION 3.7 COMMITTEES. - The Board of Directors, by resolution adopted
by a majority of the total number of directors which the corporation  would have
if  there  were no  vacancies  or  unfilled  newly  created  directorships,  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.  Non-directors  may serve on a committee in an ex officio  capacity,
but a  committee  may act  only by the  affirmative  vote of a  majority  of the
members of the committee who are also members of the Board of Directors.

         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 director's  attendance at each meeting of
the Board of Directors or any such  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 therefor.

         (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 OFFICERS. - The executive officers of the corporation shall
be a Chairman and a President (each, an "Executive Officer").  In addition,  the
Board may elect a Chairman and a Vice Chairman of the Board of Directors  ("Vice
Chairman")  from its  members,  and one or more  Vice  Presidents,  Secretaries,
Assistant Secretaries,  Treasurers, Assistant Treasurers or other officers as it
shall deem  necessary.  Certain Vice  Presidents  may be classified as Executive
Officers,  with any such Vice  Presidents  so  classified  designated  as Senior
Executive Vice Presidents or Executive Vice Presidents.  Except for the Chairman
and Vice Chairman, an officer need not be a member of the Board of Directors.

         The Board of Directors may grant to any officer of the corporation such
powers and duties as it shall deem  necessary.  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 such 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 that  purpose.  The Board may by
resolution  authorize  the Chairman or President to appoint and remove  officers
who are not designated as Executive Officers.

         SECTION 4.2 THE CHAIRMAN AND VICE CHAIRMAN.  - The Chairman,  if one be
elected,  shall  preside at all  meetings of the Board of  Directors  and of the
stockholders.  The  Vice  Chairman,  if one be  elected,  shall  preside  at all
meetings of the Board of Directors and of the stockholders in the absence of 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. The Chairman may be employed and classified as
an  Executive  Officer and such  person may  continue  as an  Executive  Officer
irrespective  of the  continuation  of his  term as a  member  of the  Board  of
Directors.

         SECTION 4.3 THE PRESIDENT. - The Chairman and President shall, when the
Board of Directors is not in session, have general management and control of the
business and affairs of the corporation, except as such authority may be limited
by the Board of Directors or otherwise delegated to another Executive Officer.

         SECTION 4.4 THE VICE  PRESIDENT.  - The Board of Directors may classify
any Vice  President as a Senior  Executive  Vice  President,  an Executive  Vice
President,  a Senior  Vice  President  or a Vice  President.  In the  absence or
disability  of the  President,  the  Board  of  Directors  may  select  a Senior
Executive Vice President,  an Executive Vice President,  a Senior Vice President
or a Vice  President  to  exercise  the  powers  and  perform  the duties of the
President.  Each Senior  Executive Vice  President,  Executive  Vice  President,
Senior Vice  President or Vice  President  shall  exercise such other powers and
perform such other duties as shall be prescribed by the Board.

         SECTION 4.5 THE  TREASURER.  - The Treasurer  shall have custody of all
funds,  securities and evidence 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 4.6 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 notices 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;
he 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.

         SECTION 4.7 SALARIES.  - The salaries of the Chairman,  Chief Executive
Officer and Senior  Executive Vice Presidents of the corporation  shall be fixed
by the Board of Directors, and the Board has the authority to reimburse expenses
and to establish  reasonable  compensation  of all directors for services to the
corporation as directors, officers or otherwise.

         SECTION 4.8 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 Chairman,  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  countersigned 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 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 and, such
date shall not be more than  sixty  (60)  days,  and in the case of a meeting of
stockholders, not less than twenty-five (25) days, prior to the date on that 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  Delaware  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 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  electronic  mail,  facsimile,
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 an
action taken at a meeting duly called and held.

                                   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 total number of  directors  that the  corporation
would have if there were no vacancies or unfilled  newly created  directorships,
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  of  vacancies  in  the  Board   resulting   from  the  removal  by  the
stockholders.

                                    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.