Bylaws - Heuristic Physics Laboratories Inc.


                                     BYLAWS

                                       OF

                      HEURISTIC PHYSICS LABORATORIES, INC.

                         AS IN EFFECT ON AUGUST 10, 2000

                                    ARTICLE I

                                     OFFICES

        SECTION 1.      REGISTERED OFFICE. The initial registered office of the
corporation shall be at such place as is designated in the Certificate of
Incorporation (herein, as amended from time to time, so called), or thereafter
the registered office may be at such other place as the Board of Directors may
from time to time designate by resolution.

        SECTION 2.      OTHER OFFICES. The corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or the business of the corporation
may require.

                                   ARTICLE II

                                  STOCKHOLDERS

        SECTION 1.      MEETINGS. All meetings of the stockholders for the
election of directors shall be held at the principal office of the corporation,
or at such other place, within or without the State of Delaware, as may be fixed
from time to time by the Board of Directors. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a waiver of
notice thereof.

        SECTION 2.      ANNUAL MEETING. An annual meeting of the stockholders
shall be held on such date in each fiscal year of the corporation as the Board
of Directors shall select, at which meeting the stockholders shall elect members
of the Board of Directors and transact such other business as may properly be
brought before the meeting.

        Section 3.      NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

        (A)     ANNUAL MEETINGS OF STOCKHOLDERS. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders only (a) pursuant to the corporation's notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or (c)
by any stockholder of the corporation who was a stockholder of record of the
corporation at the time the notice provided for in this Section 3 is delivered
to the 


Secretary of the corporation, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 3.

        (2)     For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 3, the stockholder must have given timely notice thereof in writing
to the Secretary of the corporation and any such proposed business other than
the nominations of persons for election to the Board of Directors must
constitute 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 ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth day prior to such annual meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made by the corporation). For purposes of the first annual
meeting of stockholders of the corporation held after 2000, the first
anniversary of the 2000 annual meeting of stockholders shall be deemed to be
August 24, 2000. In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election 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 Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 14a-11 thereunder (and such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the text of the proposal or business (including the text of
any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the Bylaws of the corporation, the language of the
proposed amendment), 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 (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the corporation's books, and of such beneficial owner, (ii)
the class and number of shares of capital stock of the corporation which are
owned beneficially and of record by such stockholder and such beneficial owner,
(iii) a representation that the stockholder is a holder of record of stock of
the corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (a) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (b) otherwise to solicit proxies from stockholders in support of such
proposal or nomination. The foregoing notice requirements shall be deemed
satisfied by 

                                       2


a stockholder if the stockholder has notified the corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual meeting. The
corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the corporation.

        (3)     Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 3 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the corporation at an
annual meeting is increased and there is no public announcement by the
corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 3 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the corporation.

        (B)     SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time the notice provided for
in this Section 3 is delivered to the Secretary of the corporation, who is
entitled to vote at the meeting and in such election and who complies with the
notice procedures set forth in this Section 3. In the event the corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 3 shall be delivered to the Secretary at the principal executive offices
of the corporation not earlier than the close of business on the one hundred
twentieth day prior to such special meeting and not later than the close of
business on the later of the ninetieth day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.

        (C)     GENERAL. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section 3 shall be eligible to be elected
at an annual or special meeting of stockholders of the corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in 

                                       3


accordance with the procedures set forth in this Section 3. Except as otherwise
provided by law, the chairman of the meeting shall have the power and duty (a)
to determine whether a nomination or any business proposed to be brought before
the meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 3 (including whether the stockholder or
beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's nominee or proposal in
compliance with such stockholder's representation as required by clause
(A)(2)(c)(iv) of this Section 3) and (b) if any proposed nomination or business
was not made or proposed in compliance with this Section 3, to declare that such
nomination shall be disregarded or that such proposed business shall not be
transacted. Notwithstanding the foregoing provisions of this Section 3, if the
stockholder (or a qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the corporation to present a
nomination or business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the corporation.

        (2)     For purposes of this Section 3, "public announcement" shall
include 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 and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

        (3)     Notwithstanding the foregoing provisions of this Section 3, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 3. Nothing in this Section 3 shall be deemed to affect any
rights (a) of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors pursuant
to any applicable provisions of the Certificate of Incorporation.

        SECTION 4.      LIST OF STOCKHOLDERS. At least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each stockholder, shall be prepared
by the officer or agent having charge of the stock transfer books. The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
record date to be not less than ten nor more than sixty days prior to such
meeting. In the absence of any action by the Board of Directors, the close of
business on the date next preceding the day on which the notice is given shall
be the record date.

        SECTION 5.      SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by the General
Corporation Law of the State of Delaware (herein called the "Act"), or by the
Certificate of Incorporation, may be called only by (i) the Chairman of the
Board, (ii) the President, or (iii) the Secretary, within twenty calendar days
after receipt of a written request of a majority of the total number of
directors then in office. Business transacted at any special meeting shall be
confined to the purposes stated in the notice 

                                       4


of the meeting.

        SECTION 6.      NOTICE. Notice stating the place, day and hour of any
meeting of the stockholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either personally or by
mail or other lawful means, by or at the direction of the Chairman of the Board,
the President, or the Secretary, to each stockholder of record entitled to vote
at the meeting.

        SECTION 7.      QUORUM. At all meetings of the stockholders, the
presence in person or by proxy of the holders of a majority of the shares issued
and outstanding and entitled to vote shall be necessary and sufficient to
constitute a quorum for the transaction of business except as otherwise provided
by the Act, by the Certificate of Incorporation or by these Bylaws. If such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally
notified.

        SECTION 8.      VOTING. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares having voting power present in
person or represented by proxy at such meeting shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of the Act, of the Certificate of Incorporation, of these Bylaws or of the rules
of any stock exchange or any other rule, in each case, applicable to the
corporation, a different vote is required, in which case such express provision
shall govern and control the decision of such question. At all meetings of
stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect directors. The stockholders present in person or by proxy
at a duly convened meeting at which a quorum initially is present may continue
to transact business until the adjournment of such meeting, notwithstanding any
withdrawal of stockholders that results in a quorum ceasing to be present.

        SECTION 9.      PROXY. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class or series are limited, denied or otherwise varied by the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy, but no such proxy
shall be voted after three years from its date unless it provides for a longer
period. Another person may be authorized to act as proxy for a stockholder by an
instrument in writing subscribed by such stockholder or his or her duly
authorized attorney-in-fact or by any other means authorized under the Act as
from time to time in effect. Any such proxy shall be filed with the Secretary
prior to or at the time of the meeting.

        A proxy shall be irrevocable if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless 

                                       5


of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.

        SECTION 10.     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 the meeting by the person presiding over
the meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting 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 person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, 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 presiding officer of the meeting,
may include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
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 of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
The presiding officer at any meeting of stockholders, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall, if the facts warrant, determine and declare to the meeting that a matter
or business was not properly brought before the meeting and if such presiding
officer should so determine, such person shall so declare to the meeting any
such matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the Board of
Directors or the person presiding over the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 1.      BOARD OF DIRECTORS. The business and affairs of the
corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by the Act or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

        SECTION 2.      NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to
the rights, if any, of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
additional directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled solely by the affirmative vote of a majority of
the remaining directors then in office, even though less than a quorum of the
Board of Directors, by a sole 

                                       6


remaining director, or, if there is no remaining director, by the stockholders.
Any director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected and qualified. No decrease in the number of directors
constituting the Board of directors may shorten the term of any incumbent
director.

        SECTION 3.      REMOVAL. Except as otherwise set forth in the
Certificate of Incorporation and subject to the rights, if any, of the holders
of any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation in respect of the election of additional directors
under specified circumstances, any director may be removed from office by the
stockholders only for cause and only in the manner provided in the Certificate
of Incorporation.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

        SECTION 1.      MEETINGS. The directors of the corporation may hold
their meetings, both regular and special, at such times and places as are fixed
from time to time by resolution of the Board of Directors.

        SECTION 2.      ANNUAL MEETING. A meeting of the Board of Directors
shall be held without further notice immediately following the annual meeting of
stockholders, and at the same place, unless by unanimous consent of the
directors then elected and serving, such time or place shall be changed.

        SECTION 3.      REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by resolution of the Board of Directors.

        SECTION 4.      SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President or by a
majority of the total number of directors then in office. The purpose of any
special meeting shall be specified in the notice or any waiver of notice. Each
notice of a meeting of the Board of Directors may be delivered personally or by
telephone to a director not later than the day before the day on which the
meeting is to be held; sent to a director at his or her residence or usual place
of business, or at any other place of which he or she shall have notified the
corporation, by telegram, telex, electronic mail, facsimile or other lawful
means at least twenty-four hours before the time at which the meeting is to be
held; or posted to him or her at such place by prepaid first-class or air mail,
as appropriate, at least three days before the day on which the meeting is to be
held. Notice of a meeting of the Board of Directors need not be given to any
director who submits a waiver of notice, whether before or after the meeting, or
who attends the meeting without protesting, prior to or at its commencement,
that the meeting is not lawfully called or convened.

        SECTION 5.      QUORUM. At all meetings of the Board of Directors, the
presence of 

                                       7


a majority of the total number of directors then in office shall be necessary
and sufficient to constitute a quorum for the transaction of business, so long
as such number constitutes at least one third of the total number of
directorships then existing, and the affirmative vote of at least a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors except as may be otherwise specifically provided by
the Act or by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time without notice other than announcement
at the meeting, until a quorum shall be present.

        SECTION 6.      EXECUTIVE COMMITTEE. The Board of Directors may
designate an Executive Committee, to consist of one or more directors of the
corporation, one of whom shall be designated as chairman, who shall preside at
all meetings of such committee. To the extent provided in the resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors in the management of the business and
affairs of the corporation, except where action of the Board of Directors as a
whole is expressly required by the Act or by the Certificate of Incorporation,
and shall have power to authorize the seal of the corporation to be affixed to
all papers which may require it. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required. Any member of the Executive Committee may be removed, with or without
cause, by the affirmative vote of a majority of the total number of directors
then in office. If any vacancy or vacancies occur in the Executive Committee
caused by death, resignation, retirement, disqualification, removal or other
cause, the vacancy shall be filled by the affirmative vote of a majority of the
total number of directors then in office.

        SECTION 7.      OTHER COMMITTEES. The Board of Directors may designate
other committees, each committee to consist of one or more directors of the
corporation, which committees shall have such power and authority and shall
perform such functions as may be provided in such resolution. Such committee or
committees shall have such name or names as may be designated by the Board of
Directors and shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required. In the absence or disqualification
of a member of any 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.

        SECTION 8.      ACTION BY CONSENT. Any action required or permitted to
be taken at any meeting of the Board of Directors, the Executive Committee or
any other committee of the Board of Directors may be taken without such a
meeting if consented thereto in accordance with applicable law by all the
members of the Board of Directors or the Executive Committee or such other
committee, as the case may be.

        SECTION 9.      COMPENSATION OF DIRECTORS. Directors, as such, shall not
receive any stated salary for their services, but may receive such compensation
and reimbursements as may be determined from time to time by resolution of the
Board of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the corporation 

                                       8


in any other capacity and receiving compensation therefor.

                                    ARTICLE V

                               NOTICE OF MEETINGS

        SECTION 1.      FORM OF NOTICE. Whenever notice is required to be given
to any director or stockholder under the provisions of the Act or of the
Certificate of Incorporation or of these Bylaws, and no provision is made as to
how such notice shall be given, it shall not be construed to mean personal
notice, but any such notice may be given by mail, postage prepaid, addressed to
such director or stockholder at such address as appears on the books of the
corporation or by other lawful means. Any notice required or permitted to be
given by mail shall be deemed to be given at the time when the same is deposited
in the United States mail.

        SECTION 2.      WAIVER. Whenever any notice is required to be given to
any director or stockholder under the provisions of the Act or of the
Certificate of Incorporation or of these Bylaws, a waiver thereof whether before
or after the time stated in such notice, shall be deemed equivalent to the
giving of such notice.

        SECTION 3.      TELEPHONE MEETINGS. Members of the Board of Directors or
members of any committee designated by the Board of Directors may participate in
and hold meetings of such Board of Directors or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other.

                                   ARTICLE VI

                                    OFFICERS

        SECTION 1.      IN GENERAL. The officers of the corporation shall be
elected by the Board of Directors and shall consist of a Chairman of the Board,
a Chief Executive Officer, a President, a Vice President, a Secretary, a Chief
Financial Officer, and a Treasurer. The Board of Directors may also elect a Vice
Chairman of the Board, a Controller, additional Vice Presidents, Assistant Vice
Presidents, and one or more Assistant Secretaries and Assistant Treasurers and
such other officers as the Board of Directors may from time to time determine.
Any two or more offices may be held by the same person.

        SECTION 2.      ELECTION. Unless otherwise determined by the Board of
Directors, the officers of the corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors. In the event of the
failure to elect officers at such annual meeting, officers may be elected at any
regular or special meeting of the Board of Directors.

        SECTION 3.      SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or by the Executive
Committee or another committee, if so authorized by the Board of Directors;
provided that the Board of Directors may delegate to an 

                                       9


officer of the corporation the power to fix the compensation of other officers
and agents.

        SECTION 4.      TERM OF OFFICE AND REMOVAL. Each officer of the
corporation shall hold office until his or her death, or his or her resignation
or removal from office, or the election or appointment and qualification of his
or her successor, whichever shall first occur. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors,
whenever in its judgment the best interests of the corporation will be served
thereby. If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.

        SECTION 5.      CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors at which he or she
may be present and shall perform such other duties as may be assigned to him or
her by the Board of Directors.

        SECTION 6.      VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if any, shall have such powers and perform such duties as the Board of
Directors or the Executive Committee may from time to time prescribe or as the
Chairman of the Board may from time to time delegate to him. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the Board shall
perform the duties and exercise the powers of the Chairman of the Board.

        SECTION 7.      CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall preside at all meetings of the stockholders and, in the absence of the
Chairman of the Board or Vice Chairman of the Board, if any, at all meetings of
the directors at which he is present, and, as the Chief Executive Officer shall
have general control, direction and supervision of the policies and operations
of the corporation and shall see that all orders and resolutions of the Board of
Directors are carried out. He shall manage and administer the corporation's
business and affairs and shall perform all duties and exercise all powers
usually pertaining to the office of a chief executive officer of a corporation.
He shall have the power and authority (a) to sign, in the name and on behalf of
the corporation, checks, orders, drafts, contracts, agreements, promissory
notes, deeds, leases, assignments, conveyances, applications, proxies, consents,
powers of attorneys, and other documents and instruments in connection with the
business of the corporation; and (b) to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of stockholders (or with
respect to any action of such stockholders) of any other corporation in which
the corporation may hold securities and otherwise to exercise any and all rights
and powers which the corporation may possess by reason of its ownership of
securities of any such other corporation. Subject to the powers of the Board of
Directors set forth in this Article VI, the Chief Executive Officer shall have
the authority to cause the employment or appointment of such employees and
agents of the corporation as the conduct of the business of the corporation may
require, to fix their compensation, and to remove or suspend any employee or
agent elected or appointed by the Chief Executive Officer or the Board of
Directors. The Chief Executive Officer shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.

                                       10


        SECTION 8.      PRESIDENT. The President shall be the chief operating
officer of the corporation and shall have all necessary power to discharge such
responsibility over the day-to-day affairs of the corporation, subject to the
powers of supervision and control vested in the Chief Executive Officer, and in
general, shall have the authority to exercise the powers usually pertaining to
the office of president of a corporation, including, but not limited to, the
signatory powers vested in the Chief Executive Officer under these Bylaws,
except as otherwise provided in these Bylaws. In the absence of the Chief
Executive Officer, the President shall perform all the duties and have all the
powers of the Chief Executive Officer, subject to review and superseding action
by the Board of Directors.

        SECTION 9.      VICE PRESIDENTS. Each Vice President shall have such
powers and perform such duties as the Board of Directors may from time to time
prescribe, or as the Chief Executive Officer or the President may from time to
time delegate to him or her. In the absence or disability of the President, the
duties of the President shall be performed, and his or her powers may be
exercised, by the Vice President of most senior rank as fixed by the Board of
Directors, or if not ranked, by such Vice President as shall be designated by
the Board of Directors. Without limiting the generality or effect of the
foregoing, each Vice President, if any, designated as an "Executive Vice
President" shall have the signatory powers vested in the Chief Executive Officer
under these Bylaws, except as otherwise provided in these Bylaws.

        SECTION 10.     SECRETARY. The Secretary shall attend all meetings of
the stockholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose. The Secretary shall perform like duties for
the Board of Directors and the Executive Committee when required. He or she
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors and shall perform such other duties
as may be prescribed by the Board of Directors or by the Executive Committee. He
or she shall keep in safe custody the seal of the corporation.

        SECTION 11.     ASSISTANT SECRETARIES. Each Assistant Secretary shall
have such powers and perform such duties as the Board of Directors may from time
to time prescribe. Unless otherwise provided by the Board of Directors, in the
absence or disability of the Secretary, any Assistant Secretary may perform the
duties and exercise the powers of the Secretary.

        SECTION 12.     CHIEF FINANCIAL OFFICER. The Chief Financial Officer of
the corporation shall have the following powers and duties:

        (a)     He shall have custody of, and be responsible for, all moneys,
securities, receipts and disbursements of the corporation, and shall keep or
cause to be kept full and accurate records of all receipts of the corporation;

        (b)     He shall cause the moneys and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such bankers or other depositaries as
shall be selected by the Board of Directors;

                                       11


        (c)     He shall cause the moneys of the corporation to be disbursed by
checks or drafts upon the authorized depositaries of the corporation and cause
to be taken and preserved proper vouchers for all moneys disbursed;

        (d)     He shall render to the Board of Directors or the Chief Executive
Officer, whenever requested, a statement of all his transactions as Chief
Financial Officer, and shall render a full financial report at the annual
meeting of stockholders, if called upon to do so;

        (e)     He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the corporation;

        (f)     He shall perform, in general, all duties incident to the office
of Chief Financial Officer and such other duties as may be specified in these
Bylaws or as may be assigned to him by the Board of Directors, the Chief
Executive Officer, or the President; and

        (g)     In the absence or disability of the Controller, the Chief
Financial Officer shall perform the duties and exercise the powers of the
Controller.

        SECTION 13.     TREASURER. The Treasurer of the corporation shall have
the following powers and duties:

        (a)     He shall have primary responsibility, subject to the direction
of the Chief Financial Officer, for establishing and maintaining credit
facilities and banking relationships for the corporation and pledging the credit
of the corporation, and shall have authority, in the name and on behalf of the
corporation, to execute and deliver all necessary credit agreements, promissory
notes, indentures, certificates, statements, collateral filings and other
similar documents and instruments relating to the corporation's credit
facilities and banking relationships;

        (b)     He may sign (unless an Assistant Treasurer or the Secretary or
any Assistant Secretary shall have signed) stock certificates of the corporation
the issuance of which shall have been authorized by the Board of Directors;

        (c)     The Treasurer shall initiate periodic audits of the accounting
records, methods and systems of the corporation; and

        (d)     He shall perform, in general, all duties incident to the office
of Treasurer, subject to the direction of the Chief Financial Officer, and such
other duties as may be specified in these Bylaws or as may be assigned to him by
the Board of Directors or the Chief Financial Officer.

        SECTION 14.     ASSISTANT TREASURERS. Each Assistant Treasurer shall
have such powers and perform such duties as the Board of Directors may from time
to time prescribe. Unless otherwise provided by the Board of Directors, in the
absence or disability of the 

                                       12


Treasurer, any Assistant Treasurer may perform and exercise the powers of the
Treasurer.

        SECTION 15.     CONTROLLER. The Controller shall be the chief accounting
officer of the corporation. The Controller shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation in
accordance with accepted accounting methods and procedures. The Controller shall
render to the Board of Directors and the Chief Executive Officer, as and when
required by them, or any of them, a statement of the financial condition of the
corporation.

        SECTION 16.     BONDING. If required by the Board of Directors, all or
certain of the officers shall give the corporation a bond, in such form, in such
sum, and with such surety or sureties as shall be satisfactory to the Board of
Directors, for the faithful performance of the duties of their office and for
the restoration to the corporation, in case of their death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in their possession or under their control
belonging to the corporation.

                                   ARTICLE VII

                             CERTIFICATES OF SHARES

        SECTION 1.      FORM OF CERTIFICATES. Certificates representing shares
of stock of the corporation will be in such form as may be determined by the
Board of Directors, subject to applicable legal requirements. Such certificates
shall be consecutively numbered and shall be entered in the stock book of the
corporation as they are issued. Each certificate shall state on the face thereof
the holder's name, the number, class of shares, and the par value of such shares
or a statement that such shares are without par value. Each certificate shall be
signed by the Chairman of the Board or Vice Chairman of the Board, or the
President, or an Executive Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, and may be sealed with
the seal of the corporation or a facsimile thereof. All signatures upon such
certificates may be facsimiles. In case any officer or officers who have signed,
or whose facsimile signature or signatures have been used on such certificates,
shall cease to be such officer or officers of the corporation, whether because
of death, resignation or otherwise, before such certificates have been delivered
by the corporation or its agents, such certificates may nevertheless be issued
and delivered as though the person or persons who signed such certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the corporation.

        SECTION 2.      LOST CERTIFICATES. The Secretary or any Assistant
Secretary may direct that a new certificate be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact satisfactory
to the Secretary or such Assistant Secretary by the person claiming the
certificate to have been lost, stolen or destroyed, and the Secretary or such
Assistant Secretary may require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to give the corporation a bond,
in such form, in such sum, and with such surety or sureties as the Secretary or
such Assistant Secretary may approve as indemnity against any claim that may be

                                       13


made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

        SECTION 3.      TRANSFER OF SHARES. Shares of stock shall be
transferable only on the books of the corporation by the holder thereof in
person or by his or her duly authorized attorney, lawfully constituted in
writing.

        SECTION 4.      REGISTERED STOCKHOLDERS. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

        SECTION 1.      DIVIDENDS. Dividends upon the outstanding shares of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be declared and paid in cash, in property, or in shares
of the corporation, subject to the provisions of the Act and the Certificate of
Incorporation. The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to receive payment of any dividend,
such record date to be not more than sixty days prior to the payment date of
such dividend. In the absence of any action by the Board of Directors, the date
upon which the Board of Directors adopts the resolution declaring such dividend
shall be the record date.

        SECTION 2.      RESERVES. There may be created by resolution of the
Board of Directors out of the net profits of the corporation such reserve or
reserves as the directors from time to time, in their discretion, think proper
to provide for contingencies, or to equalize dividends, or to repair or maintain
any property of the corporation, or for such other purpose as the directors
shall think beneficial to the corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

        SECTION 3.      FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

        SECTION 4.      SEAL. The corporation shall have a seal, and said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The Secretary or any Assistant Secretary of the
corporation shall have authority to affix the seal to any document requiring it.

                                       14



                                   ARTICLE IX

                                    INDEMNITY

        SECTION 1.      DAMAGES AND EXPENSES. Without limiting the generality or
effect of Article IX of the Certificate of Incorporation, the corporation may to
the fullest extent permitted by applicable law as then in effect indemnify any
person (each, an "Indemnitee") who is or was or is threatened to be made to
become involved in any manner (including without limitation as a party or a
witness) in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether of a civil, criminal, administrative or
investigative nature (including without limitation any action, suit or
proceeding by or in the right of the corporation to procure a judgment in its
favor) (each, a "Proceeding") by reason of the fact that such person is or was
an employee or agent of the corporation, or, while an employee or agent of the
corporation, is or was serving at the request of the Board of Directors or an
officer of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (whether or
not for profit) including service with respect to employee benefit plans,
against any and all expenses (including attorneys' fees) actually and reasonably
incurred by, and any and all judgments, liabilities, fines and penalties entered
or assessed against, and any and all amounts reasonably paid or payable in
settlement by, such person in connection with such Proceeding.

        The corporation may pay the expenses (including attorneys' fees)
incurred by a Indemnitee in defending any Proceeding in advance of its final
disposition, PROVIDED, HOWEVER, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the Proceeding may be
made only upon receipt of an undertaking by the Indemnitee to repay all amounts
advanced if it should be ultimately determined that the Indemnitee is not
entitled to be indemnified hereunder or otherwise.

        The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall not be exclusive of any other rights to which
any person seeking indemnification may otherwise be entitled.

        The rights to indemnification and advancement of expenses provided by,
or granted pursuant to, this Article IX shall continue as to a person who has
ceased to be a director, officer, employee or agent of the corporation or any
other enterprise and shall inure to the benefit of the heirs, executors,
administrators and estate of such person.

        In addition to the mandatory indemnification of directors and officers
of the corporation provided by the Certificate of Incorporation, the corporation
may, if and to the extent authorized by the Board of Directors and permitted by
the Act, indemnify any person or entity against any liability whatsoever.

        SECTION 2.      INSURANCE, CONTRACTS AND FUNDING. The corporation may
purchase and maintain insurance to protect itself or any Indemnitee or other
person against any expenses, judgments, fines and amounts paid in settlement or
incurred by any Indemnitee or other person in 

                                       15


connection with any Proceeding referred to in this Article IX or otherwise, to
the fullest extent permitted by applicable law as then in effect. The
corporation may enter into contracts with any person entitled to indemnification
under this Article IX or otherwise, and may create a trust fund, grant a
security interest, or use other means (including without limitation procuring
one or more letters of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article IX.

                                    ARTICLE X

                                   AMENDMENTS

         SECTION 1.     BY STOCKHOLDERS. Except as otherwise provided by law or
by the Certificate of Incorporation or these Bylaws, these Bylaws may be amended
or repealed by the affirmative vote of the holders of at least a majority of the
voting power of all shares of the corporation entitled to vote thereon, at any
regular or special meeting of the stockholders, duly convened after notice to
the stockholders of that purpose.

         SECTION 2.     BY THE BOARD OF DIRECTORS. Except as otherwise provided
by law or by the Certificate of Incorporation or these Bylaws, these Bylaws may
also be amended or repealed by the Board of Directors by the vote of a majority
of directors.




                                       16



                            CERTIFICATE OF SECRETARY

         I, Rita Rubinstein, do hereby certify:

         1.     That I am the duly elected and acting Secretary of Heuristic
Physics Laboratory, Inc., a Delaware corporation.

         2.     That the foregoing Bylaws, comprised of 16 pages, constitute the
Bylaws of said corporation as duly adopted by the sole incorporator of the
Corporation on August 10, 2000.

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of
August, 2000.




                                               /s/ RITA RUBINSTEIN
                                               ---------------------------------
                                               Rita Rubinstein, Secretary