Bylaws - Qwest Communications International Inc.


                                    BYLAWS

                                      OF


                    QWEST COMMUNICATIONS INTERNATIONAL INC.


                           As Amended April 16, 1997

 
                                INDEX TO BYLAWS

                                      OF

                    QWEST COMMUNICATIONS INTERNATIONAL INC.


 
 
                                                                            Page
                                                                          
ARTICLE I - OFFICES............................................................1
     Section 1.01  Business Offices............................................1
     Section 1.02  Registered Office...........................................1
                                                                               
ARTICLE II - STOCKHOLDERS......................................................1
     Section 2.01  Annual Meeting..............................................1
     Section 2.02  Special Meetings............................................1
     Section 2.03  Place of Meeting............................................2
     Section 2.04  Notice of Meetings..........................................2
     Section 2.05  Fixing Date for Determination of Stockholders of Record.....2
     Section 2.06  Voting List.................................................3
     Section 2.07  Proxies.....................................................3
     Section 2.08  Quorum and Manner of Acting.................................3
     Section 2.09  Voting of Shares............................................3
     Section 2.10  Voting of Shares by Certain Holders.........................3
     Section 2.11  Action Without a Meeting....................................4
                                                                               
ARTICLE III - BOARD OF DIRECTORS...............................................5
     Section 3.01  General Powers..............................................5
     Section 3.02  Number, Tenure and Qualifications...........................5
     Section 3.03  Resignation.................................................5
     Section 3.04  Removal.....................................................5
     Section 3.05  Vacancies...................................................5
     Section 3.06  Regular Meetings............................................6
     Section 3.07  Special Meetings............................................6
     Section 3.08  Meetings by Telephone.......................................6
     Section 3.09  Notice of Meetings..........................................6
     Section 3.10  Quorum and Manner of Acting.................................7
     Section 3.11  Interested Directors........................................7
     Section 3.12  Action Without a Meeting....................................7
     Section 3.13  Executive and Other Committees..............................7
     Section 3.14  Compensation................................................8
                                                                               
ARTICLE IV - OFFICERS..........................................................8
     Section 4.01  Number and Qualifications...................................8
 

                                      -i-

 
 
                                                                          
     Section 4.02  Election and Term of Office.................................9
     Section 4.03  Compensation................................................9
     Section 4.04  Resignation.................................................9
     Section 4.05  Removal.....................................................9
     Section 4.06  Vacancies...................................................9
     Section 4.07  Authority and Duties........................................9
     Section 4.08  Surety Bonds...............................................11

ARTICLE V - STOCK.............................................................11
     Section 5.01  Issuance of Shares.........................................11
     Section 5.02  Stock Certificates; Uncertificated Shares..................11
     Section 5.03  Payment for Shares.........................................11
     Section 5.04  Lost Certificates..........................................12
     Section 5.05  Transfer of Shares.........................................12
     Section 5.06  Registered Holders.........................................13
     Section 5.07  Transfer Agents, Registrars and Paying Agents..............13

ARTICLE VI - INDEMNIFICATION..................................................13
     Section 6.01  Definitions................................................13
     Section 6.02  Right to Indemnification...................................13
     Section 6.03  Successful on the Merits...................................14
     Section 6.04  Advancement of Expenses....................................14
     Section 6.05  Proceedings by a Party.....................................15
     Section 6.06  Subrogation................................................15
     Section 6.07  Other Payments.............................................15
     Section 6.08  Insurance..................................................15
     Section 6.09  Other Rights and Remedies..................................15
     Section 6.10  Applicability; Effect......................................15
     Section 6.11  Severability...............................................15

ARTICLE VII -  MISCELLANEOUS .................................................16
     Section 7.01  Waivers of Notice..........................................16
     Section 7.02  Presumption of Assent......................................16
     Section 7.03  Voting of Securities by the Corporation....................16
     Section 7.04  Loans to Employees and Officers; Guaranty of Obligations of
                   Employees and Officers.....................................17
     Section 7.05  Seal.......................................................17
     Section 7.06  Fiscal Year................................................17
     Section 7.07  Amendments.................................................17
 

                                      -ii-

 
                                     BYLAWS

                                       OF

                    QWEST COMMUNICATIONS INTERNATIONAL INC.



                                   ARTICLE I

                                    Offices

    Section 1.01  Business Offices.  The corporation may have such offices,
                  ----------------                                         
either within or outside Delaware, as the board of directors may from time to
time determine or as the business of the corporation may require.

    Section 1.02  Registered Office.  The registered office of the corporation
                  -----------------                                           
required by the Delaware General Corporation Law to be maintained in Delaware
shall be as set forth in the certificate of incorporation, unless changed as
provided by law.

                                  ARTICLE II

                                 Stockholders

      Section 2.01 Annual Meeting.  An annual meeting of the stockholders shall
                   --------------                                              
be held on such date and at such time as the board of directors shall fix in the
notice of meeting, beginning with the year 1998, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.  If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day.  If the election of
directors shall not be held on the day designated herein for any annual meeting
of the stockholders, or at any adjournment thereof, the board of directors shall
cause the election to be held at a meeting of the stockholders as soon
thereafter as conveniently may be.  Failure to hold an annual meeting as
required by these bylaws shall not invalidate any action taken by the board of
directors or officers of the corporation.

      Section 2.02 Special Meetings.  Special meetings of the stockholders, for
                   ----------------                                            
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board or by the board of directors pursuant to a
resolution approved by the affirmative vote of a majority of directors then in
office, and shall be called by the Chairman of the Board at the written request
of the holders of not less than 25 percent of the votes of the outstanding
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class.  Such written request shall state
the purpose or purposes of the proposed meeting.

 
      Section 2.03  Place of Meeting. Each meeting of the stockholders shall be
                    ----------------
held at such place, either within or outside Delaware, as may be designated in
the notice of meeting, or, if no place is designated in the notice, at the
principal office of the corporation.

      Section 2.04  Notice of Meetings.  Except as otherwise required by law,
                    ------------------                                       
written notice of each meeting of the stockholders stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given, either personally
(including delivery by private courier) or by first class, certified or
registered mail, to each stockholder of record entitled to notice of such
meeting, not less than ten nor more than 60 days before the date of the meeting.
Such notice shall be deemed to be given, if personally delivered, when delivered
to the stockholder, and, if mailed, when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation, but if notice of two consecutive annual meetings and
all notices of meetings of or the taking of action by written consent without a
meeting to any stockholder during the period between such two consecutive annual
meetings, or all, and at least two, payments (if sent by first class mail) of
dividends or interest on securities during a 12-month period, have been mailed
addressed to such person at his address as shown on the records of the
corporation and have been returned undeliverable, the giving of such notice to
such person shall not be required until another address for such person is
delivered to the corporation.  When a meeting is adjourned to another time or
place, notice need not be given of the 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 that might have been
transacted at the original meeting.  If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting in accordance with the foregoing
provisions of this Section 2.04.

      Section 2.05  Fixing Date for Determination of  Stockholders of Record. 
                    --------------------------------------------------------  
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, 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 any other lawful action, the board of directors may fix a date
as the record date for any such determination of stockholders, which date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall be not more than 60 nor less
than ten days before the date of such meeting. If no record date is fixed for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, then the record date shall be the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, the
close of business on the day next preceding the day on which the meeting is
held, or, for determining stockholders for any other purpose, 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. Notwithstanding the foregoing provisions of this
Section 2.05, the record date for determining stockholders entitled to take, or 

                                      -2-

 
receive notice of, corporate action in writing without a meeting as provided in
Section 2.11 shall be determined as provided in such Section.

      Section 2.06 Voting List.  The officer who has charge of the stock books
                   -----------                                                
of the corporation 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.

      Section 2.07 Proxies.  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 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.

      Section 2.08 Quorum and Manner of Acting.  At all meetings of
                   ---------------------------                     
stockholders, a majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum.  If a
quorum is present, the affirmative vote of a majority of the shares represented
at a meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater proportion or number or voting by
classes is otherwise required by law, the certificate of incorporation or these
bylaws.  In the absence of a quorum, a majority of the shares so represented may
adjourn the meeting from time to time in accordance with Section 2.04, until a
quorum shall be present or represented.

      Section 2.09 Voting of Shares.  Unless otherwise provided in the
                   ----------------                                   
certificate of incorporation and subject to the provisions of Section 2.05, each
stockholder entitled to vote shall have one vote for each outstanding share of
capital stock held of record by such stockholder on each matter submitted to a
vote of the stockholders either at a meeting thereof or pursuant to Section
2.11.  In the election of directors each record holder of stock entitled to vote
at such election shall have the right to vote the number of shares owned by him
for as many persons as there are directors to be elected, and for whose election
he has the right to vote.  Cumulative voting shall not be allowed.  If a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class.

      Section 2.10 Voting of Shares by Certain Holders.
                   ----------------------------------- 

              (a)  Fiduciaries; Pledgors.  Persons holding stock in a fiduciary
                   ---------------------                                       
capacity shall be entitled to vote the shares so held.  Persons whose stock is
pledged shall be entitled to vote,

                                      -3-

 
unless in the transfer by the pledgor on the books of the corporation he has
expressly empowered the pledgee to vote thereon, in which case only the pledgee
or his proxy may represent such shares and vote thereon.

            (b)    Joint Owners.  If shares stand of record in the names of two 
                   ------------     
or more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the secretary of the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effects:  (i) if only one votes, his act binds all; (ii) if
more than one votes, the act of the majority so voting binds all; and (iii) if
more than one votes, but the vote is evenly split on any particular matter, each
faction may vote the shares in question proportionally, or any person voting the
shares, or a beneficiary, if any, may apply to any court having jurisdiction to
appoint an additional person to act with the persons so voting the shares, in
which case the shares shall then be voted as determined by a majority of such
persons.  If the secretary of the corporation is given notice and is furnished a
copy of the instrument or order creating a tenancy held in unequal interests, a
majority or even split for the purpose of subparagraph (iii) shall be a majority
or even split in interest.

     Section 2.11  Action Without a Meeting.
                   ------------------------ 

            (a)    Written Consent.  Unless otherwise provided in the 
                   ---------------   
certificate of incorporation, any action required or permitted to be taken at
any 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 (which consent may be signed in counterparts). Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered to the
corporation in the manner required by the Delaware General Corporation Law,
written consents signed by a sufficient number of stockholders to take the
action are delivered to the corporation in the manner required by the Delaware
General Corporation Law.

            (b)    Determination of Stockholders Entitled to Act By Consent.
                   -------------------------------------------------------- 
For purposes of determining stockholders entitled to consent to corporate action
in writing without a meeting, the board of directors may fix a date as the
record date for any such determination of stockholders, which date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, and which date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered

                                      -4-

 
to the corporation in the manner required by the Delaware General Corporation
Law.  If no record date has been fixed by the board of directors and prior
action by the board of directors is required by the Delaware General Corporation
Law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be the close of business on
the day on which the board of directors adopts the resolution taking such prior
action.

              (c)  Notice to Non-Consenting Stockholders.  Prompt notice of the
                   -------------------------------------                       
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the corporation in the manner required by the Delaware General
Corporation Law.  Such notice shall be given in accordance with the applicable
provisions of Section 2.04.

      Section 2.12 Conduct of Meetings.  The chairman of the annual or any
                   -------------------                                    
special meeting of the stockholders shall be the chairman of the board, if there
is one, or, if there is not one or in his absence, the chief executive officer
or president of the corporation (or in his absence, any person designated by the
board of directors), unless and until a different person is elected by a
majority of the shares entitled to vote at such meeting.

          The chairman of the meeting shall appoint one or more persons to act
as inspectors of election at the meeting and to make a written report thereof.

          Meetings of stockholders shall be conducted in accordance with the
following rules:

                   (a)   The chairman of the meeting shall have absolute
authority over matters of procedure and there shall be no appeal from the ruling
of the chairman.

                   (b)   If disorder should arise that prevents continuation of
the legitimate business of the meeting, the chairman may quit the chair and
announce the adjournment of the meeting to another time and place and upon his
so doing the meeting is immediately adjourned.

                   (c)   The chairman may ask or require that anyone who is not
a bona fide stockholder or proxy leave the meeting.

                   (d)   A resolution or motion shall be considered for vote
only if proposed in accordance with the provisions of Section 2.12(e) and only
if proposed by a stockholder or a duly authorized proxy and seconded by an
individual who is a stockholder or a duly authorized proxy, other than the
individual who proposed the resolution or motion.

                   (e)   At any annual or special meeting of stockholders only
such new business shall be conducted, and only such proposals shall be acted
upon, as shall have been properly brought before the meeting. For any new
business proposed by management to be properly brought before the annual
meeting, such new business shall be approved by the board of

                                      -5-

 
directors, either directly or through its approval by proxy solicitation
materials related thereto, and shall be stated in writing and filed with the
secretary of the corporation at least five days before the date of the annual
meeting, and all business so stated, proposed and filed shall be considered at
the annual meeting.

          Any stockholder may make any other proposal at a meeting and the same
may be discussed and considered, but unless properly brought before the meeting
such proposal shall not be acted upon at the meeting.  No business may be
properly brought before a special meeting unless identified in the notice
thereof given in accordance with applicable law and Section 2.04 of these
bylaws.  For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the corporation.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 120 days prior to the date of the corporation's proxy
statement released to stockholders in connection with the previous year or if
the date of the annual meeting has been changed by more than 30 days from the
date contemplated at the previous year's annual meeting, then 150 days prior to
the date of the annual meeting; provided, however, that in the event that less
than 40 days notice is given or made to the stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed.

          A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any financial interest of
the stockholder in such proposal, and (v) any additional information as the
Board or the president of the corporation shall deem necessary or desirable.

          Notwithstanding anything in the bylaws to the contrary, no business
shall be conducted at an annual or special meeting except in accordance with the
procedures set forth in this Section 2.12(e).  The chairman of an annual or
special meeting shall, if the facts warrant, determine and declare to the
meeting that new business of any stockholder was not properly brought before the
meeting in accordance with the provisions of this Section 2.12(e), and if the
chairman should so determine, the chairman shall so declare to the meeting and
any such business or proposal not properly brought before the meeting shall not
be acted upon at the meeting.

          This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

                                      -6-

 
      Section 2.13  Nomination of Directors.  Nomination of persons to stand for
                    -----------------------                                     
election at any annual or special stockholders meeting may be made at any time
prior to the vote thereon by the board of directors or a committee of the board
of directors.  Other than as provided in the immediately preceding sentence, no
such nominations shall be entertained unless written notice of such proposed
nominations are received by the secretary of the corporation, (i) if for an
annual meeting, not less than 90 days in advance of the date that corresponds to
the date that the corporation's proxy statement was first mailed or released to
stockholders in connection with the previous year's annual meeting of
stockholders, except that if no annual meeting was held in the previous year or
the date for the annual meeting has been changed by more than 30 calendar days
from the date of the previous year's annual meeting, such written notice shall
suffice if received not less than 30 days prior to such meeting, and (ii) if for
any other stockholders meeting, not less than seven days after notice of such
meeting is first given.  Such written notice shall provide the name and age of
each nominee and complete account of the business experience of each nominee
during the past five years, including the present occupation and business
activities of the nominee regardless of whether compensation in any form
whatever was received for such activities or experience.

                                 ARTICLE III

                              Board of Directors

      Section 3.01 General Powers.  The business and affairs of the corporation
                   --------------                                              
shall be managed by or under the direction of its board of directors, except as
otherwise provided in the Delaware General Corporation Law or the certificate of
incorporation.

      Section 3.02 Number, Tenure and Qualifications.  The board of directors of
                   ---------------------------------                            
the corporation shall consist of one or more members.  The number of directors
of the corporation shall be as fixed from time to time by resolution of the
board of directors.  Except as otherwise provided in Sections 2.01 and 3.05,
directors shall be elected at each annual meeting of stockholders, by a
plurality of the votes present in person or represented by proxy at the meeting
and entitled to vote at the election of directors.  Each director shall hold
office until his successor shall have been elected and qualified or until his
earlier death, resignation or removal.  Directors need not be residents of
Delaware or stockholders of the corporation.  Any reduction in the authorized
number of directors shall not have the effect of shortening the term of any
incumbent director unless such director is also removed from office in
accordance with Section 3.04.

      Section 3.03 Resignation.  Any director may resign at any time by giving
                   -----------                                                
written notice to the corporation.  A director's resignation shall take effect
at the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

      Section 3.04 Removal.  Any director or the entire board of directors may 
                   -------                                                    
removed, with or without cause, by the affirmative vote of holders of at least a
majority of the votes of the outstanding shares of stock generally entitled to
vote in the election of directors, voting together as a single class, at a
meeting for which notice of the proposed removal has been given in accordance
with Section 2.04.

                                      -7-


      Section 3.05 Vacancies.  Unless otherwise provided in the certificate of
                   ---------                                                  
incorporation, any vacancy or any newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
directors then in office, although less than a quorum, or by a sole remaining
director, or by the stockholders if there are no directors remaining, and a
director so chosen shall hold office until the next annual meeting of
stockholders and until his successor is duly elected and qualified.  When one or
more directors shall resign from the board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in this Section for the filling
of other vacancies.

      Section 3.06 Regular Meetings.  A regular meeting of the board of
                   ----------------                                    
directors shall be held immediately after and at the same place as the annual
meeting of stockholders, or as soon thereafter as conveniently may be, at the
time and place, either within or without Delaware, determined by the board, for
the purpose of electing officers and for the transaction of such other business
as may come before the meeting.  Failure to hold such a meeting, however, shall
not invalidate any action taken by any officer then or thereafter in office.
The board of directors may provide by resolution the time and place, either
within or outside Delaware, for the holding of additional regular meetings
without other notice than such resolution.

      Section 3.07 Special Meetings.  Special meetings of the board of directors
                   ----------------                                             
may be called by or at the request of the chairman of the board or any director.
The person authorized to call special meetings of the board of directors may fix
any convenient place, either within or outside Delaware, as the place for
holding any special meeting of the board of directors called by him.

      Section 3.08 Meetings by Telephone.  Unless otherwise restricted by the
                   ---------------------                                     
certificate of incorporation, members of the board of directors or any committee
thereof may participate in a meeting of such board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting in such manner shall constitute presence in person at the meeting.

      Section 3.09 Notice of Meetings.  Notice of each meeting of the board of
                   ------------------                                         
directors (except those regular meetings for which notice is not required)
stating the place, day and hour of the meeting shall be given to each director
at least five days prior thereto by the mailing of written notice by first class
mail or at least three days prior thereto by personal delivery (including
delivery by courier) of written notice or by telephone, telegram, facsimile or
other similar form of communication, except that in the case of a meeting to be
held pursuant to Section 3.08 notice may be given by personal delivery or by
facsimile, telegram or telephone 24 hours prior thereto.  The method of notice
need not be the same to each director.  If mailed, such notice shall be deemed
to be given when deposited in the United States mail, with postage

                                      -8-

 
thereon prepaid, addressed to the director at his business or residence address.
If sent by telegram, facsimile or similar form of communication, such notice
shall be deemed to be given when sent by such method to the director during
normal business hours at the location of the recipient at the last address or
facsimile number of the director furnished by him to the corporation for such
purpose.  If communicated by telephone, such notice shall be deemed to be given
when communicated directly to the director or to the person designated by the
director as a person authorized to receive such notice.  Neither the business to
be transacted at nor the purpose of any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

      Section 3.10 Quorum and Manner of Acting.  Except as otherwise may be
                   ---------------------------                             
required by law, the certificate of incorporation or these bylaws, a majority of
the number of directors fixed in accordance with these bylaws, present in
person, shall constitute a quorum for the transaction of business at any meeting
of the board of directors, and 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.  If less than a quorum is present at a meeting, the directors present
may adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present.  No director may
vote or act by proxy or power of attorney at any meeting of the board of
directors.

      Section 3.11 Interested Directors.  No contract or transaction between the
                   --------------------                                         
corporation and one or more of its directors or officers, or between a
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 or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if 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 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; 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 the contract or transactions is fair as to the
corporation as of the time it is authorized, approved or ratified, by the board
of directors, a committee 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 that authorizes the contract or transaction.

      Section 3.12 Action Without a Meeting.  Unless otherwise restricted by the
                   ------------------------                                     
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors or any committee thereof may be taken
without a meeting, without prior notice and without a vote, if all members of
the board or committee consent thereto in writing and the writing or writings
are filed with the minutes of the proceedings of the board or committee.

                                      -9-

 
      Section 3.13  Executive and Other Committees.  The board of directors
                    ------------------------------                         
may designate one or more committees, each committee to consist of one or more
of the directors of the corporation.  The board 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 a 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 the place of any such absent or disqualified
member.  Any such committee, 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; but no such committee shall have the power or
authority in reference to (a) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by Delaware General
Corporation Law to be submitted to stockholders for approval; or (b) adopting,
amending or repealing any bylaw of the corporation.  The delegation of authority
to any committee shall not operate to relieve the board of directors or any
member of the board form any responsibility imposed by law.  Subject to the
foregoing, the board of directors may provide such powers, limitations and
procedures for such committees as the board deems advisable.  To the extent the
board of directors does not establish other procedures, each committee shall be
governed by the procedures set forth in Sections 3.06 (except as they relate to
an annual meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were
the board of directors. Each committee shall keep regular minutes of its
meetings, which shall be reported to the board of directors when required and
submitted to the secretary of the corporation for inclusion in the corporate
records.

      Section 3.14 Compensation.  Unless otherwise restricted by the certificate
                   ------------                                                 
of incorporation, the board of directors, or any committee thereof as may be
authorized by the board, shall have the authority to fix the compensation of
directors.  The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and each meeting of any committee of the
board of which he is a member and may be paid a fixed sum for attendance at each
such meeting or a stated salary or both a fixed sum and a stated salary.  No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.



                                  ARTICLE IV

                                   Officers

      Section 4.01 Number and Qualifications.  The officers of the corporation
                   -------------------------                                  
shall consist of a chairman of the board, a chief executive officer, a
president, a secretary, a treasurer and such other officers, including one or
more vice-presidents and a controller, as may from time to time be elected or
appointed by the board.  In addition, the board of directors or the president
may elect or appoint such assistant and other subordinate officers including
assistant vice-presidents,

                                      -10-

 
assistant secretaries and assistant treasurers, as it or he shall deem necessary
or appropriate.  Any number of offices may be held by the same person, except
that no person may simultaneously hold the offices of president and secretary.

      Section 4.02 Election and Term of Office.  Except as provided in Sections
                   ---------------------------                                 
4.01 and 4.06, the officers of the corporation shall be elected by the board of
directors annually at the first meeting of the board held after each annual
meeting of the stockholders as provided in Section 3.06.  If the election of
officers shall not be held as provided herein, such election shall be held as
soon thereafter as conveniently may be.  Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until the
expiration of his term in office if elected or appointed for a specified period
of time or until his earlier death, resignation or removal.

      Section 4.03 Compensation.  Officers shall receive such compensation for
                   ------------                                               
their services as may be authorized or ratified by the board of directors, or
any committee of the board as may be authorized, and no officer shall be
prevented from receiving compensation by reason of the fact that he is also a
director of the corporation.  Election or appointment as an officer shall not of
itself create a contract or other right to compensation for services performed
by such officer.

      Section 4.04 Resignation.  Any officer may resign at any time, subject to
                   -----------                                                 
any rights or obligations under any existing contracts between the officer and
the corporation, by giving written notice to the corporation.  An officer's
resignation shall take effect at the time stated therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

      Section 4.05 Removal.  Any officer may be removed at any time by the board
                   -------                                                      
of directors, or, in the case of assistant and other subordinate officers, by
the president (whether or not such officer was appointed by the president),
whenever in its or his judgment, as the case may be, the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.  Election or
appointment of an officer shall not in itself create contract rights.

      Section 4.06 Vacancies.  A vacancy occurring in any office by death,
                   ---------                                              
resignation, removal or otherwise may be filled by the board of directors, or,
if such office may be filled by the president as provided in Section 4.01, by
the president, for the unexpired portion of the term.

      Section 4.07 Authority and Duties.  The officers of the corporation shall
                   --------------------                                        
have the authority and shall exercise the powers and perform the duties
specified below, and as may be additionally specified by the chief executive
officer, the board of directors or these bylaws (and in all cases where the
duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the
president), except that in any event each officer shall exercise such powers and
perform such duties as may be required by law:

                  (a) Chairman of the Board. The chairman of the board, who
                      ---------------------
shall be elected from among the directors, shall preside at all meetings of the
stockholders and directors

                                      -11-

 
of the corporation and shall have and may exercise all such powers and perform
such other duties as may be assigned to him from time to time by the board of
directors.

                  (b) Chief Executive Officer. The chief executive officer
                      -----------------------
shall, subject to the direction and supervision of the board of directors, (i)
have general and active control of its affairs and business and general
supervision of its officers, agents and employees; (ii) in the absence of the
chairman of the board, preside at all meetings of the stockholders and the board
of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the office of Chief Executive Officer and as from time to time may be assigned
to him by the board of directors.

                  (c) President. The president shall, subject to the direction
and supervision of the board of directors, (i) if there is no chief executive
officer, be the chief operating officer of the corporation and have general and
active control of its affairs and business and general supervision of its
officers, agents and employees; (ii) unless there is a chairman of the board or
chief executive officer, preside at all meetings of the stockholders and the
board of directors; (iii) see that all orders and resolutions of the board of
directors are carried into effect; and (iv) perform all other duties incident to
the office of president and as from time to time may be assigned to him by the
board of directors.

                  (d) Chief Financial Officer; Treasurer. The chief financial
                      ----------------------------------
officer or, in the absence of a chief financial officer, the treasurer shall:
(i) be the principal financial officer of the corporation and have the care and
custody of all its funds, securities, evidences of indebtedness and other
personal property and deposit the same in accordance with the instructions of
the board of directors; (ii) receive and give receipts and acquittances for
moneys paid in on account of the corporation, and pay out of the funds on hand
all bills, payrolls and other just debts of the corporation of whatever nature
upon maturity; (iii) unless there is a controller, be the principal accounting
officer of the corporation and as such prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records of
account, prepare and file all local, state and federal tax returns, prescribe
and maintain an adequate system of internal audit and prepare and furnish to the
president and the board of directors statements of account showing the financial
position of the corporation and the results of its operations; (iv) upon request
of the board, make such reports to it as may be required at any time; and (v)
perform all other duties incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the board of directors or
the president. Assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision by the treasurer.

                  (e) Vice-Presidents. The vice-president, if any (or, if there
                      ---------------
is more than one, then each vice-president), shall assist the president and
shall perform such duties as may be assigned to him by the president or by the
board of directors. The vice-president, if there is one (or, if there is more
than one, then the vice-president designated by the board of directors, or, if
there be no such designation, then the vice-presidents in order of their
election), shall, at the request of the president or, in his absence or
inability or refusal to act, perform the duties of the president and when so
acting shall have all the powers of and be subject to all the restrictions

                                      -12-

 
upon the president.  Assistant vice-presidents, if any, shall have such powers
and perform such duties as may be assigned to them by the president or by the
board of directors.

                   (f) Secretary.  The secretary shall: (i) prepare and maintain
                       ---------
the minutes of the proceedings of the stockholders, the board of directors and
any committees of the board; (ii) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (iii) be
custodian of the corporate records and of the seal of the corporation; (iv) keep
at the corporation's registered office or principal place of business within or
outside Colorado a record containing the names and addresses of all stockholders
and the number and class of shares held by each, unless such a record shall be
kept at the office of the corporation's transfer agent or registrar; (v) have
general charge of the stock books of the corporation, unless the corporation has
a transfer agent; (vi) authenticate records of the corporation; and (vii) in
general, perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or by the
board of directors. Assistant secretaries, if any, shall have the same duties
and powers, subject to supervision by the secretary.

      Section 4.08 Surety Bonds.  The board of directors may require any officer
                   ------------                                                 
or agent of the corporation to execute to the corporation a bond in such sums
and with such sureties as shall be satisfactory to the board, conditioned upon
the faithful performance of his duties and for the restoration to the
corporation of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.



                                   ARTICLE V

                                     Stock

      Section 5.01 Issuance of Shares  The issuance or sale by the corporation
                   ------------------                                         
of any shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors, except
as otherwise may be provided by law.  Every issuance of shares shall be recorded
on the books of the corporation maintained for such purpose by or on behalf of
the corporation.

      Section 5.02 Stock Certificates; Uncertificated Shares.  The shares of
                   -----------------------------------------                
stock of the corporation shall be represented by certificates, except that the
board of directors may, in accordance with applicable provisions of law,
authorize the issuance of some or all of any or all classes or series of stock
of the corporation without certificates.  If shares are represented by
certificates (or if a holder of uncertificated shares requests his shares to be
represented by a certificate), each certificate shall be signed by or in the
name of the corporation by the chairman or a vice-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, representing the number of shares owned by him in the corporation.
Any of or all the signatures on the certificate may be 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

                                      -13-

 
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.  Certificates of stock shall
be in such form consistent with law as shall be prescribed by the board of
directors.

      Section 5.03 Payment for Shares.  Shares shall be issued for such
                   ------------------                                  
consideration (but not less than the par value thereof) as shall be determined
from time to time by the board of directors.  Treasury shares shall be disposed
of for such consideration as may be determined from time to time by the board.
Such consideration shall be paid in such form and in such manner as the
directors shall determine.  In the absence of actual fraud in the transaction,
the judgment of the directors as to the value of such consideration shall be
conclusive.  The capital stock issued by the corporation shall be deemed to be
fully paid and non-assessable stock if:  (a) the entire amount of the
consideration has been received by the corporation in the form of cash, services
rendered, personal property, real property, leases of real property or a
combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to statute has been received by the
corporation in such form and the corporation has received a binding obligation
of the subscriber or purchaser to pay the balance of the subscription or
purchase price; provided, however, nothing contained herein shall prevent the
board of directors from issuing partly paid shares pursuant to statute.  The
directors may, from time to time, demand payment in respect of each share of
stock not fully paid in the manner prescribed by statute.  In addition, when the
whole of the consideration payable for shares of a corporation has not been paid
in, and the assets shall be insufficient to satisfy the claims of its creditors,
each holder of or subscriber for such shares shall be bound to pay on each share
held or subscribed for by him the sum necessary to complete the amount of the
unpaid balance of the consideration for which such shares were issued or are to
be issued by the corporation.  No person becoming an assignee or transferee of
shares or of a subscription for shares in good faith and without knowledge or
notice that the full consideration therefor has not been paid shall be
personally liable for any unpaid portion of such consideration, but the
transferor shall remain liable therefor, and no person holding shares in any
corporation as collateral security shall be personally liable as a stockholder
but the person pledging such shares shall be considered the holder thereof and
shall be so liable. No executor, administrator, guardian, trustee or other
fiduciary shall be personally liable as a stockholder, but the estate or funds
held by such executor, administrator, guardian, trustee or other fiduciary in
such fiduciary capacity shall be liable.

      Section 5.04 Lost Certificates.  In case of the alleged loss, theft or
                   -----------------                                        
destruction of a certificate of stock the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe.  The board of directors may in its
discretion 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.

      Section 5.05 Transfer of Shares.  Upon presentation and surrender to the
                   ------------------                                         
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, payment of all transfer taxes,

                                      -14-

 
if any, and the satisfaction of any other requirements of law, including inquiry
into and discharge of any adverse claims of which the corporation has notice,
the corporation or the transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on the books maintained for such purpose by or on behalf of the corporation.  No
transfer of shares shall be effective until it has been entered on such books.
The corporation or a transfer agent of the corporation may require a signature
guaranty or other reasonable evidence that any signature is genuine and
effective before making any transfer.  Transfers of uncertificated shares shall
be made in accordance with applicable provisions of law.

      Section 5.06 Registered Holders.  The corporation shall be entitled to
                   ------------------                                       
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and 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
the laws of Delaware.

      Section 5.07 Transfer Agents, Registrars and Paying Agents.  The board of
                   ---------------------------------------------               
directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture or other
security of the corporation.  Such agents and registrars may be located either
within or outside Delaware.  They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.



                                  ARTICLE VI

                                Indemnification

      Section 6.01 Definitions.  For purposes of this Article, the following
                   -----------                                              
terms shall have the meanings set forth below:

             (a)   The Corporation. The term 'the corporation' means the
                   ---------------
corporation and shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

             (b)   Other Enterprises. The term 'other enterprises' shall include
                   -----------------
employee benefit plans; references to 'fines' shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to 'serving at the request of the corporation'

                                      -15-

 
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and the
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner 'not opposed to the best interests of the corporation' as referred to in
this Article.

      Section 6.02 Right to Indemnification.  The corporation shall indemnify,
                   ------------------------                                   
to the fullest extent permitted by law, 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 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, partnership, joint
venture, trust 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.  The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he 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, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.  Any indemnification under this section (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in this section.  Such determination shall be made (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                                      -16-

 
      Section 6.03 Successful on the Merits.  To the extent that a
                   ------------------------                       
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
section 6.02, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

      Section 6.04 Advancement of Expenses.  Expenses (including attorneys'
                   -----------------------                                 
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VI.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

      Section 6.05 Proceedings by a Party.  The corporation shall indemnify or
                   ----------------------                                     
advance expenses to a party in connection with any proceeding (or part thereof)
initiated by the party only if such proceeding (or part thereof) was authorized
by the board of directors of the corporation.

      Section 6.06 Subrogation.  In the event of any payment under this Article,
                   -----------                                                  
the corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the indemnified party, who shall execute all papers and do
everything that may be necessary to assure such rights of subrogation to the
corporation.

      Section 6.07 Other Payments.  The corporation shall not be liable under
                   --------------                                            
this Article to make any payment in connection with any proceeding against or
involving a party to the extent the party has otherwise actually received
payment (under any insurance policy, agreement or otherwise) of the amounts
otherwise indemnifiable hereunder.  A party shall repay to the corporation the
amount of any payment the corporation makes to the party under this Article in
connection with any proceeding against or involving the party, to the extent the
party has otherwise actually received payment (under any insurance policy,
agreement or otherwise) of such amount.

      Section 6.08 Insurance.  The corporation shall have power to purchase and
                   ---------                                                   
maintain insurance on behalf of any person who 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,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this Article.

      Section 6.09 Other Rights and Remedies.  The indemnification and
                   -------------------------                          
advancement of expenses provided by, or granted pursuant to this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled

                                      -17-

 
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

      Section 6.10 Applicability; Effect.  The indemnification and advancement
                   ---------------------                                      
of expenses provided by, or granted pursuant to, this section shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

      Section 6.11 Severability.  If any provision of this Article shall be held
                   ------------                                                 
to be invalid, illegal or unenforceable for any reason whatsoever (a) the
validity, legality and enforceability of the remaining provisions of this
Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.


                                 ARTICLE VII

                                 Miscellaneous

      Section 7.01 Waivers of Notice.  Whenever notice is required to be given
                   -----------------                                          
by law, by the certificate of incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.  Attendance of a
person at a meeting or (in the case of a stockholder) by proxy 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 was not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
meeting need be specified in any written waiver of notice unless required by
these bylaws to be included in the notice of such meeting.

      Section 7.02 Presumption of Assent.  A director or stockholder of the
                   ---------------------                                   
corporation who is present at a meeting of the board of directors or
stockholders at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director or stockholder who voted in
favor of such action.

      Section 7.03 Voting of Securities by the Corporation.  Unless otherwise
                   ---------------------------------------                   
provided by resolution of the board of directors, on behalf of the corporation
the president or any vice-

                                      -18-

 
president shall attend in person or by substitute appointed by him, or shall
execute written instruments appointing a proxy or proxies to represent the
corporation at, all meetings of the stockholders of any other corporation,
association or other entity in which the corporation holds any stock or other
securities, and may execute written waivers of notice with respect to any such
meetings. At all such meetings and otherwise, the president or any vice-
president, in person or by substitute or proxy as aforesaid, may vote the stock
or other securities so held by the corporation and may execute written consents
and any other instruments with respect to such stock or securities and may
exercise any and all rights and powers incident to the ownership of said stock
or securities, subject, however, to the instructions, if any, of the board of
directors.

      Section 7.04  Loans to Employees and Officers; Guaranty of Obligations of
                    -----------------------------------------------------------
Employees and Officers.  The corporation may lend money to, or guarantee any
----------------------                                                      
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of any corporation at
common law or under any statute.

      Section 7.05 Seal.  The corporate seal of the corporation shall be in such
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form as adopted by the board of directors, and any officer of the corporation
may, when and as required, affix or impress the seal, or a facsimile thereof, to
or on any instrument or document of the corporation.

      Section 7.06 Fiscal Year.  The fiscal year of the corporation shall be as
                   -----------                                                 
established by the board of directors.

      Section 7.07 Amendments.  These bylaws may be amended or repealed and new
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bylaws adopted by the board of directors or by the stockholders entitled to
vote.

                                     (END)

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