By-Laws - Corio Inc.


                                     BY-LAWS

                                       OF

                                   CORIO, INC.






                               TABLE OF CONTENTS



                                                                                               PAGE
                                                                                               ----
                                                                                            
ARTICLE I........................................................................................1

        1.1    ANNUAL MEETINGS...................................................................1
        1.2    SPECIAL MEETINGS..................................................................1
        1.3    NOTICE OF MEETINGS................................................................1
        1.4    ADJOURNMENTS......................................................................1
        1.5    QUORUM............................................................................2
        1.6    ORGANIZATION......................................................................2
        1.7    VOTING; PROXIES...................................................................2
        1.8    FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD...........................3
        1.9    LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................3
        1.10   ACTION BY CONSENT OF STOCKHOLDERS.................................................4

ARTICLE II.......................................................................................4

        2.1    NUMBER; QUALIFICATIONS............................................................4
        2.2    CLASSES OF DIRECTORS..............................................................4
        2.3    ELECTION; RESIGNATION; REMOVAL; VACANCIES.........................................5
        2.4    REGULAR MEETINGS..................................................................5
        2.5    SPECIAL MEETINGS..................................................................5
        2.6    TELEPHONIC MEETINGS PERMITTED.....................................................5
        2.7    QUORUM; VOTE REQUIRED FOR ACTION..................................................5
        2.8    ORGANIZATION......................................................................6
        2.9    INFORMAL ACTION BY DIRECTORS......................................................6

ARTICLE III......................................................................................6

        3.1    COMMITTEES........................................................................6
        3.2    COMMITTEE RULES...................................................................6

ARTICLE IV.......................................................................................7

        4.1    EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;
               RESIGNATION; REMOVAL; VACANCIES...................................................7
        4.2    POWERS AND DUTIES OF OFFICERS.....................................................7
        4.3    LIMITATIONS ON POWERS AND DUTIES OF OFFICERS......................................7

ARTICLE V........................................................................................8

        5.1    CERTIFICATES......................................................................8
        5.2    LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF  NEW
               CERTIFICATES......................................................................8




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                               TABLE OF CONTENTS
                                  (CONTINUED)


                                                                                               PAGE
                                                                                               ----
                                                                                            
ARTICLE VI.......................................................................................8

        6.1    RIGHT TO INDEMNIFICATION..........................................................8
        6.2    PREPAYMENT OF EXPENSES............................................................9
        6.1.   CLAIMS............................................................................9
        6.2.   NON-EXCLUSIVITY OF RIGHTS.........................................................9
        6.3.   OTHER INDEMNIFICATION.............................................................9
        6.4.   AMENDMENT OR REPEAL...............................................................9

ARTICLE VII.....................................................................................10

        7.1    FISCAL YEAR......................................................................10
        7.2    DESIGNATION OF AUDITORS..........................................................10
        7.3    DRAFT OPERATING BUDGET AND BALANCE SHEET.........................................10
        7.4    MANAGEMENT ACCOUNTS..............................................................10
        7.5    BALANCE SHEET & PROFIT AND LOSS STATEMENT........................................10
        7.6    FURTHER INFORMATION..............................................................10
        7.7    SEAL.............................................................................10
        7.8    WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND  COMMITTEES..........11
        7.9    INTERESTED DIRECTORS; QUORUM.....................................................11
        7.10   FORM OF RECORDS..................................................................11
        7.11   AMENDMENT OF BY-LAWS.............................................................11
        7.12   NOTICE...........................................................................12




                                      -ii-


                                     BY-LAWS

                                       OF

                                   CORIO, INC.


                                    ARTICLE I
                                  STOCKHOLDERS

        1.1 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 resolution of the Board of Directors from time
to time. Any other proper business may be transacted at the annual meeting.

        1.2 SPECIAL MEETINGS

        Special meetings of stockholders for any purpose or purposes may be
called at any time by the Board of Directors, or by a committee of the Board of
Directors which has been duly designated by the Board of Directors and whose
powers and authority, as expressly provided in a resolution of the Board of
Directors, include the power to call such meetings, but such special meetings
may not be called by any other person or persons.

        1.3 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 certificate of incorporation or these by-laws, 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 mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

        1.4 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.

        1.5 QUORUM

        Except as otherwise provided by law, the certificate of incorporation or
these by-laws, at each meeting of stockholders the presence in person or by
proxy of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all outstanding shares of stock entitled to vote
at the meeting shall be necessary and sufficient to constitute a quorum. 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 in Section 1.4 of these
by-laws until a quorum shall attend. Shares of its own stock belonging 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.

        1.6 ORGANIZATION

        Meetings of stockholders shall be presided over by the Chairman of the
Board, if any, or in his absence by the Vice Chairman of the Board, if any, or
in his absence by the President, or in his absence by a Vice President, or in
the absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

        1.7 VOTING; PROXIES

        Except as otherwise provided by 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 him which has voting power upon the
matter in question. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. 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 and need not be conducted by inspectors of election unless so determined
by the holders of shares of stock having a majority of the votes which could be
cast by the holders of all outstanding shares of stock entitled to vote thereon
which are present in person or by proxy at such meeting. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law, the certificate of incorporation or these by-laws, be
decided by the vote of the holders of shares of



                                      -2-


stock having a majority of the votes which could be cast by the holders of all
shares of stock entitled to vote thereon which are present in person or
represented by proxy at the meeting.

        1.8 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 a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (1) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such 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 meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; 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 of Directors 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 of Directors may
fix a new record date for the adjourned meeting.

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



                                      -3-


directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.

        1.10 ACTION BY CONSENT OF STOCKHOLDERS

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

                                   ARTICLE II

                               BOARD OF DIRECTORS


        2.1 NUMBER; QUALIFICATIONS

        The Board of Directors shall consist of to six to nine (6-9) members as
determined from time to time by the Board of Directors. Directors need not be
stockholders.

        2.2 CLASSES OF DIRECTORS

        The directors shall be divided into three classes designated as Class I,
Class II and Class III, respectively. Directors shall be assigned to each class
in accordance with a resolution or resolutions adopted by the board of
directors. At the first annual meeting of stockholders following the initial
adoption of these bylaws, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years. At
the second annual meeting of stockholders following the initial adoption of
these bylaws, the term of office of the Class II directors shall expire and
Class II directors shall be elected for a full term of three years. At the third
annual meeting of stockholders following the initial adoption of these bylaws,
the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years. At each succeeding
annual meeting of stockholders, directors shall be elected each for a full term
of three years to succeed the directors of the class whose terms expire at such
annual meeting.

        Notwithstanding the foregoing provisions of this article, each directors
shall serve until his successor is duly elected and qualified or until his
earlier death, resignation or removal. No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.



                                      -4-


        2.3 ELECTION; RESIGNATION; REMOVAL; VACANCIES

        The Board of Directors shall initially consist of the persons named as
directors in the incorporator's statement and each director so elected shall
hold office until the first annual meeting of stockholders or until his
successor is elected and qualified. At the first annual meeting of stockholders
and at each annual meeting thereafter, the stockholders shall elect directors
each of whom shall hold office for a term of one year or until his successor is
elected and qualified. Any director may resign at any time upon written notice
to the corporation. Any newly created directorship or any vacancy occurring in
the Board of Directors for any cause may be filled by a majority of the
remaining members of the Board of Directors, although such majority is less than
a quorum, or by a plurality of the votes cast at a meeting of stockholders, and
each director so elected shall hold office until the expiration of the term of
office of the director whom he has replaced or until his successor is elected
and qualified.

        2.4 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 of
Directors may from time to time determine, and if so determined notices thereof
need not be given.

        2.5 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 President,
any Vice President, the Secretary, or by any member of the Board of Directors.
Notice of a special meeting of the Board of Directors shall be given by the
person or persons calling the meeting at least twenty-four hours before the
special meeting.

        2.6 TELEPHONIC MEETINGS PERMITTED

        Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting thereof 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 by-law shall constitute presence in person at such meeting.

        2.7 QUORUM; VOTE REQUIRED FOR ACTION

        At all meetings of the Board of Directors a majority of the whole Board
of Directors shall constitute a quorum for the transaction of business. Except
in cases in which the certificate of incorporation or these by-laws otherwise
provide, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.



                                      -5-


        2.8 ORGANIZATION

        Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the
Board, if any, or in his absence by the President, or in their absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

        2.9 INFORMAL ACTION BY DIRECTORS


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

                                  ARTICLE III

                                   COMMITTEES

        3.1 COMMITTEES

        The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board of
Directors 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. In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent permitted
by law and to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it.

        3.2 COMMITTEE RULES

        Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to Article 2 of these by-laws.



                                      -6-


                                   ARTICLE IV

                                    OFFICERS

        4.1 EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE;
            RESIGNATION; REMOVAL; VACANCIES

        All officers of the corporation shall be appointed by the Board of
Directors. The Board of Directors may remove any officer with or without cause
at any time, but such removal shall be without prejudice to the contractual
rights of such officer, if any, with the corporation. Any number of offices may
be held by the same person. 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 of Directors at any regular or
special meeting or upon written consent of the Board of Directors.

        4.2 POWERS AND DUTIES OF OFFICERS

        The officers of the corporation shall have such powers and duties in the
management of the corporation as may be prescribed by the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board of Directors. The Board of
Directors may require any officer, agent or employee to give security for the
faithful performance of his duties.

        4.3 LIMITATIONS ON POWERS AND DUTIES OF OFFICERS

        No officer shall take any action, enter into any agreement, make any
representation or, by purposeful inaction, effect any of the actions or
decisions which the Board of Directors is prohibited or restricted from enacting
pursuant to this Section 4 hereof or any other section of these Bylaws and their
further amendments or the certificate of incorporation.



                                      -7-


                                    ARTICLE V

                                      STOCK

        5.1 CERTIFICATES

        Every holder of stock shall be entitled to have a certificate signed by
or in the name of the corporation by the Chairman or Vice Chairman of the Board
of Directors, if any, or the President or 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 him in the corporation.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. No certificates may be issued
without the written consent of the Board of Directors.

        5.2 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 his legal representative, to give the corporation 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

        6.1 RIGHT TO INDEMNIFICATION

        The corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as presently exists or may hereafter be amended, any
person who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a 'proceeding') by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
corporation shall be required to indemnify a



                                      -8-


person in connection with a proceeding initiated by such person only if the
proceeding was authorized by the Board of Directors of the corporation.

        6.2 PREPAYMENT OF EXPENSES

        The corporation shall pay the expenses incurred in defending any
proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Article or otherwise.

        6.3 CLAIMS

        If a claim for indemnification or payment of expenses under this Article
is not paid in full within sixty days after a written claim therefor has been
received by the corporation the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.

        6.4 NON-EXCLUSIVITY OF RIGHTS

        The rights conferred on any person by this Article 6 shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these by-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

        6.5 OTHER INDEMNIFICATION

        The corporation's obligation, if any, to indemnify any person who was or
is serving at its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or non-profit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

        6.6 AMENDMENT OR REPEAL

        Any repeal or modification of the foregoing provisions of this Article 6
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.



                                      -9-


                                   ARTICLE VII

                                  MISCELLANEOUS

        7.1 FISCAL YEAR

        The fiscal year of the corporation end on December 31 of each year.

        7.2 DESIGNATION OF AUDITORS

        The corporate accountants/auditors of the corporation shall be Coopers & Lybrand LLP.

        7.3 DRAFT OPERATING BUDGET AND BALANCE SHEET

        Before January 15 of each year a detailed draft operating budget,
including estimated major items of revenue and capital expenditure, for the then
current fiscal year, together with a balance sheet showing the projected
position of the company as at the end of the then current fiscal year will be
submitted by the corporation to the Board of Directors.

        7.4 MANAGEMENT ACCOUNTS

        Within twenty calendar days after the end of each calendar month,
unaudited management accounts for the month then ended shall be submitted to the
Board of Directors by the corporation.

        7.5 BALANCE SHEET & PROFIT AND LOSS STATEMENT

        Within twenty-five calendar days after the end of each of the first
three quarters of each fiscal year of the corporation and within forty days
after the end of the last quarter of each fiscal year of the company, a balance
sheet and a profit and loss statement, all in reasonable detail, as determined
by the Board of Directors shall be submitted by the corporation to the Board of
Directors.

        7.6 FURTHER INFORMATION

        The corporation shall promptly submit to the Board of Directors such
further information relating to the business or financial condition of the
company as the Board of Directors shall request.

        7.7 SEAL

        The corporate seal 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.



                                      -10-


        7.8 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND
            COMMITTEES

        Any written waiver of notice, 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.

        7.9 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 their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

        7.10 FORM OF RECORDS

        Any records maintained by the corporation in the regular course of its
business, including its stock ledger, books of account, and minute books, may be
kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The corporation shall so convert any records so kept upon the request of
any person entitled to inspect the same and any record shall at any time be made
available to the Board of Directors or an individual appointed by the Board of
Directors.

        7.11 AMENDMENT OF BY-LAWS

        These by-laws may be altered or repealed, and new by-laws made, by the
Board of Directors only with the prior written consent of the Board of
Directors.



                                      -11-


        7.12 NOTICE

        All notices and other communications required or permitted hereunder
shall be in writing, shall be effective when given, and shall in any event be
deemed to be given (a) five (5) days after deposit with the U.S. Postal Service
or other applicable postal service, if delivered by first class mail, postage
prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the
business day of deposit with Federal Express or similar overnight courier,
freight prepaid, or (d) one business day after the business day of delivery by
facsimile transmission with copy by first class mail, postage prepaid, and shall
be addressed, if to a director or stockholder, to the director or stockholder's
address as it appears on the records of the Company, and, if to the Company, at
the address of its principal corporate offices (attention: Secretary) or at such
other address as designated by the addressee.