AMENDED AND RESTATED BYLAWS

                                       of

                          FIRST AVIATION SERVICES INC.

                                    ARTICLE I

                                  Stockholders

                  Section I.1. Annual Meetings. An annual meeting of
stockholders shall be held for the election of directors at such date, time and
place either within or without the State of Delaware as may be designated by the
Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

                  Section I.2. Special Meetings. Special meetings of
stockholders may be called at any time by the Board of Directors, to be held at
such date, time and place either within or without the State of Delaware as may
be stated in the notice of the meeting. Business transacted at any special
meeting shall be limited to the purposes stated in the notice of the special
meeting.

                  Section I.3. Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation.

                  Section I.4. Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

                  Section I.5. Quorum. At each meeting of stockholders, except
where otherwise provided by law or the certificate of incorporation or these
bylaws, the holders of a majority of the voting power of the issued and
outstanding shares of capital stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute a quorum. For purposes of the
foregoing, two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum, the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided by
Section 1.4 of these bylaws until a quorum shall attend. Shares
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of its own capital stock belonging on the record date for the meeting to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity. The Chairman of the meeting may
determine that a quorum is present based upon any reasonable evidence of the
presence in person or by proxy of stockholders holding a majority of the
outstanding votes, including without limitation, evidence from any record of
stockholders who have signed a register indicating their presence at a meeting.

                  Section I.6. Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board, or in the absence of the Chairman of
the Board, by a chairman designated by the Board of Directors, or in the absence
of such designation, by a chairman chosen by stockholders at the meeting. The
Secretary shall act as secretary of the meeting, or in the absence of the
Secretary by an Assistant Secretary, or in their absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

                  Section I.7. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such stockholder by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the corporation. Voting at meetings of stockholders need not be by written
ballot unless so ordered by the Chairman, or, if for election of directors,
unless requested by any stockholder present at the meeting. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. With respect to other matters, unless otherwise provided
by law or by the certificate of incorporation or these bylaws, the affirmative
vote of the holders of a majority of the voting power of the issued and
outstanding shares of capital stock present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Where a separate vote by class is required, the affirmative vote
of the holders of a majority of the voting power of the issued and outstanding
shares of each class present in person or represented by proxy at the meeting
shall be the act of such class, except as otherwise provided by law or by the
certificate of incorporation or these bylaws.

                  Section I.8. Inspectors of Election. The Board of Directors
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Board of Directors
may appoint one or more alternate inspectors to replace any inspector who fails
to act. The inspector shall ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting and the
validity of the proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the
<PAGE>

inspectors and certify their determination of the number of shares represented
at the meeting and their count of all votes and ballots. The inspector shall
perform his or her duties and shall make all determinations in accordance with
the Delaware General Corporation Law including, without limitation, Section 231
of the Delaware General Corporation Law.

                  The date and time of the opening and closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor revocations thereof
or changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the Court of Chancery upon application by a stockholder shall
determine otherwise.

                  The appointment of an inspector or inspectors of election
shall be in the discretion of the Board until such time as the Corporation has a
class of voting stock that is (i) listed on a national securities exchange, (ii)
authorized for quotation on an interdealer quotation system of a registered
national securities association, or (iii) held of record by more than 2,000
stockholders, at which time appointment of inspectors shall be obligatory.

                  Section I.9. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meetings in
held; (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary shall be the day on which the first written consent is
expressed; and (3) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however- that the Board may fix a new
record date for the adjourned meeting.

                  Section I.10. List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
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                  Section I.11. Conduct of Meetings. The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at such meeting by the person
presiding over the meeting. The Board of Directors of the Corporation may adopt
by resolution such rules or regulations for the conduct of meetings of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chair, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (1) the establishment of an agenda or order of
business for the meeting; (2) rules and procedures for maintaining order at the
meeting and the safety of those present; (3) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the chairman
shall permit; (4) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (5) limitations on the time allotted to questions
or comments by participants. Unless, and to the extent, determined by the Board
of Directors or the chairman of the meeting, meetings of stockholders shall not
be required to be held in accordance with rules of parliamentary procedure.

                  Section I.12. Notice of Business. At any meeting of
stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board, (b) in accordance
with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this
bylaw, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this bylaw. For business to be properly brought before a
meeting by a stockholder pursuant to clause (c) of this bylaw, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the meeting; provided, however, that if less
than 70 days' notice of the date of the meeting is given by the Corporation,
notice by the stockholder to be timely must be so delivered no later than the
10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of a meeting commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's notice
shall set forth (i) as to any business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (ii) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made (x) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner and (y) the
class and number of shares of stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner. If
notice has not been given pursuant to this Section, the chairman of the meeting
may declare to the meeting that the proposed business was not properly brought
before the meeting, and such business may not be transacted at the meeting. The
foregoing provisions of this Section do not relieve any stockholder of any
obligation to comply with all applicable requirements of the Exchange Act
<PAGE>

and rules and regulations thereunder. For purposes of these bylaws, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  Section I.13. Nomination of Directors. At any meeting of
stockholders, a person may be a candidate for election to the Board only if such
person is nominated (a) by or at the direction of the Board, (b) by any
nominating committee or person appointed by the Board, or (c) by a stockholder
of record entitled to vote at such meeting who complies with the notice
procedures set forth in this Section and has given timely notice of such
nomination in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
60th day nor earlier than the close of business on the 90th day prior to the
meeting; provided, however, that if less than 70 days' notice of the date of the
meeting is given by the Corporation, notice by the stockholder to be timely must
be so delivered no later than the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation. In no
event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act and Rule 14a-11 thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected). The Corporation may require such other information to be furnished
respecting any proposed nominee as may be reasonably necessary to determine
whether the proposed nominee has, or represents, interests which are opposed to
or in conflict with the interests of the Corporation. No person shall be
eligible for election as a director at any meeting unless nominated in
accordance with this Section.

                                   ARTICLE II

                               Board of Directors

                  Section II.1. Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, except as may be otherwise provided by law or in the
certificate of incorporation. The Board shall initially consist of seven
members. Thereafter, the number of directors shall be fixed or altered
exclusively by resolution of the Board. Directors need not be stockholders.

                  Section II.2. Election; Term of Office; Resignation;
Vacancies. Each director shall hold office in accordance with the provisions set
forth in the certificate of incorporation concerning the terms of the classes of
directors and until his or her successor is elected and qualified or until his
or her earlier resignation or removal. Any director may resign at any time upon
written notice to the Board of Directors or to the President or the Secretary of
the Corporation. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. Any director may be removed
from office, solely for cause, by the vote of the holders of at least a
<PAGE>

majority of the voting power of the issued and outstanding shares then entitled
to vote at an election of directors. Unless otherwise provided in the
certificate of incorporation or these bylaws, vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class or
from any other cause may be filled by a majority of the directors then in
office, although less than a quorum, or by the sole remaining director. Whenever
the holders of any class or classes of stock or series thereof are entitled to
elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series shall be filled by a majority of the voting power of the
issued and outstanding shares of capital stock of such class or classes or
series.

                  Section II.3. Regular Meetings. Regular meetings of the Board
of Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.

                  Section II.4. Special Meetings. Special meetings of the Board
of Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board. Reasonable notice thereof
shall be given by the person or persons calling the meeting; reasonable notice
shall include, without limitation, notice sent by telecopy transmission at least
24 hours in advance of a special meeting.

                  Section II.5. Meetings by Telephonic Communication. Unless
otherwise restricted by the certificate or incorporation or these bylaws,
members of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such 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
participation in a meeting pursuant to this bylaw shall constitute presence in
person at such meeting.

                  Section II.6. Quorum; Vote Required for Action. At all
meetings of the Board of Directors a majority of the entire Board shall
constitute a quorum for the transaction of business. The vote of a majority of
the voting power held by the directors present at a meeting at which a quorum is
present shall be the act of the Board unless the certificate of incorporation or
these bylaws shall otherwise provide. In case at any meeting of the Board a
quorum shall not be present, the members of the Board present may adjourn the
meeting from time to time until a quorum shall attend.

                  Section II.7. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if or in the absence of the
Chairman of the Board, by a chairman chosen at the meeting. The Secretary, or in
the absence of the Secretary an Assistant Secretary, shall act as secretary of
the meeting, but in the absence of the Secretary and any Assistant Secretary,
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

                  Section II.8. Unanimous Action by Directors Without Meeting.
Unless otherwise restricted by the certificate of incorporation or these bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or of such committee, as the case may be,
<PAGE>

consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                  Section II.9. Compensation of Directors. The Board of
Directors shall have the authority to fix the compensation of directors.


                                   ARTICLE III

                                   Committees

                  Section III.1. Committees. The Board of Directors may, by
resolution passed by a majority of the voting power of the whole Board,
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation. The Chairman may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
power or authority in reference to amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolutions
providing for the issuance of shares of preferred stock adopted by the Board of
Directors, provide for one or more series of such stock, and establish or change
from time to time the number of shares to be included in each such series, and
fix the designations, powers, preferences and the relative, participating,
optional or other special rights of the shares of each series and any
qualifications, limitations and restrictions thereof), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of dissolution, removing or indemnifying directors or amending these
bylaws; and, unless the resolution expressly so provides, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock.

                  Section III.2. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board may adopt, amend and
repeal rules for the conduct of its business. In the absence of a provision by
the Board or a provision in the rules of such committee to the contrary, a
majority of the entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of a majority of
the members present at a meeting at the time of such vote if a quorum is then
present shall be the act of such committee, and in other respects each committee
shall conduct its business in the same manner as the Board conducts its business
pursuant to Article II of these bylaws.

                  Section III.3. Executive Committee. There shall be an
Executive Committee of the Board, consisting of at least two directors of the
Corporation to be designated by the Board, which Executive Committee shall have
and may exercise all of the powers and authority of the Board in the management
of the business affairs of the corporation to the fullest extent permitted by
law, and may authorize the seal of the Corporation to be affixed to all papers
which may require it.
<PAGE>

                                   ARTICLE IV

                                    Officers

                  Section IV.1. Officers; Election. As soon as practicable after
the annual meeting of stockholders in each year, the Board of Directors shall
elect a President and a secretary, and it may, if it so determines, elect from
among its members a Chairman of the Board. The Board may also elect one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers as the Board may deem desirable or appropriate and may give any of them
such further designations or alternate titles as it considers desirable. Any
number of offices may be held by the same person.

                  Section IV.2. Term of Office; Resignation; Removal; Vacancies.
Except as otherwise provided in the resolution of the Board of Directors
electing any officer, each officer shall hold office until the first meeting of
the Board after the annual meeting of stockholders next succeeding his or her
election, and until his or her successor is elected and qualified or until his
or her earlier resignation or removal. Any officer may resign at any time upon
written notice to the Board or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board at any regular or special meeting.

                  Section IV.3. Chairman of the Board. The Chairman of the
Board, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her by the
Board and as may be provided by law.

                  Section IV.4. Chief Executive Officer. The Chief Executive
officer shall have general charge and supervision of the business of the
Corporation, and shall perform all duties as may, from time to time, be assigned
to him or her by the Board.

                  Section IV.5. President. The President shall perform all
duties incident to the office of president of a corporation and such other
duties as may, from time to time, be assigned to him or her by the Board or as
may be provided by law.

                  Section IV.6. Vice Presidents. The Vice President or Vice
Presidents, at the request of the President, shall perform the duties of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice President, the Board of Directors may determine which one
or more of the Vice Presidents shall perform any of such duties; or if such
determination is not made by the Board, the President may make such
determination; otherwise any of the Vice Presidents may perform any of such
duties. The Vice President or Vice Presidents shall have such other powers and
shall perform such other duties as may, from
<PAGE>

time to time, be assigned to him or her or them by the Board or the President or
as may be provided by law.

                  Section IV.7. Secretary. The Secretary shall have the duty to
record the proceedings of the meetings of the stockholders, the Board of
Directors and any committees in a book to be kept for that purpose, shall see
that all notices are duly given in accordance with the provisions of these
bylaws or as required by law, shall be custodian of the records of the
Corporation, may affix the corporate seal to any document the execution of
which, on behalf of the Corporation, is duly authorized, and when so affixed may
attest the same, and, in general, shall perform all duties incident to the
office of secretary of a corporation and such other duties as may, from time to
time, be assigned to him or her by the Board or the President or as may be
provided by law.

                  Section IV.8. Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors. If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his or her duties, with such
surety or sureties as the Board may determine. The Treasurer shall keep or cause
to be kept full and accurate records of all receipts and disbursements in books
of the Corporation, shall render to the President and to the Board, whenever
requested, an account of the financial condition of the Corporation, and, in
general, shall perform all the duties incident to the office of treasurer of a
corporation and such other duties as may, from time to time, be assigned to him
or her by the Board or the President or as may be provided by law.

                  Section 4.9. Other officers. The other officers, if any, of
the Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution of the Board of Directors which
is not inconsistent with these bylaws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board. The Board may require any officer, agent or employee to give security for
the faithful performance of his or her duties.

                                    ARTICLE V

                                      Stock

                  Section V.1. Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by such holder in the Corporation. If such certificate is manually signed
by one officer or manually countersigned by a transfer agent or by a registrar,
any other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
<PAGE>

                  Section V.2. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation an affidavit certifying to the loss, theft or destruction
of the certificate and/or a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.

                                   ARTICLE VI

                                 Indemnification

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

                  Section VI.2. Limitation of Indemnification. Notwithstanding
anything contained in this Article VI to the contrary, except for proceedings to
enforce rights to indemnification, the Corporation shall not be obligated to
indemnify any director, officer, employee or agent in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors of the
Corporation.
<PAGE>

                                   ARTICLE VII

                                  Miscellaneous

                  Section VII.1. Fiscal Year. The Company shall operate on a
fiscal year ending on January 31 or as shall otherwise be determined by
resolution of the Board of Directors.

                  Section VII.2. Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in
such form as may be approved from time to time by the Board of Directors. It
shall not be necessary to the validity of any instrument executed by any
authorized officer or officers of the Corporation that the execution of such
instrument be evidenced by the corporate seal, and all documents, instruments,
contracts and writings of all kinds signed on behalf of the Corporation by any
authorized officer or officers shall be as effectual and binding on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the corporate seal thereto. The Board may give general
authority to any officer to affix the seal of the Corporation and to attest the
affixing by signature.

                  Section VII.3. Representation of Interests in Other Entities.
Corporate stock, partnership or joint venture interests, or interests in any
trust or other entity whatever its form of organization, which may be owned or
held by the Corporation shall be voted and all rights incident thereto shall be
represented and exercised on behalf of the Corporation, as follows: (i) as the
Board of the Corporation may determine from time to time, or (ii) in the absence
of such determination, by the Chairman of the Board, or (iii) if there shall be
no Chairman or if the Chairman shall not vote or otherwise act with respect to
the matter, by the Chief Executive Officer. The foregoing authority may be
exercised either by any such officer in person or by any other person authorized
so to do by proxy or power of attorney duly executed by said officer.

                  Section VII.4. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or
under any provision of the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these bylaws.

                  Section VII.5. Interested Directors; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
her or their votes are counted for such purpose, if: (1) the material facts as
to his or her relationship or interest and as to the contract or transaction are
<PAGE>

disclosed or are known to the full Board and the Board in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his or her 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 the affirmative vote of the holders of the majority of
the outstanding shares entitled to vote thereon; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board which authorizes the contract or transaction.

                  Section VII.6. Amendment of Bylaws. These bylaws may be
amended or repealed, and new bylaws adopted, by the Board of Directors. To the
extent provided by law, the stockholders also have the power to adopt, amend or
repeal bylaws; provided, however, that the adoption, amendment or repeal of any
bylaw by the stockholders shall require the affirmative vote of at least
two-thirds of the outstanding shares entitled to vote on such matter, unless the
Board of Directors recommends that the stockholders approve such amendment or
repeal, in which case such amendment or repeal shall only require the
affirmative vote of a majority of the outstanding shares entitled to vote on
such matter.