Bylaws - UTStarcom Inc.


                                       FIRST
                                          
                               AMENDED AND RESTATED 
                                          
                                       BYLAWS
                                          
                                         OF
                                          
                                  UTSTARCOM, INC.
                                          
                              (a Delaware corporation)









                                  TABLE OF CONTENTS



                                                                     PAGE
                                                                  
ARTICLE I - CORPORATE OFFICES. . . . . . . . . . . . . . . . . . . . . .1

     1.1   REGISTERED OFFICE . . . . . . . . . . . . . . . . . . . . . .1
     1.2   OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II - MEETINGS OF STOCKHOLDERS. . . . . . . . . . . . . . . . . .1

     2.1   PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . .1

     2.2   ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .1
     2.3   SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . .2
     2.4   NOTICE OF STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . . .2
     2.5   ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND
           STOCKHOLDER BUSINESS. . . . . . . . . . . . . . . . . . . . .2
     2.6   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. . . . . . . . .4
     2.7   QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.8   ADJOURNED MEETING; NOTICE . . . . . . . . . . . . . . . . . .5
     2.9   VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     2.10  WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . .5
     2.11  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . .6
     2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING. . . . . . . . . .6
     2.13  PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE . . . . . . . . . . . .7

ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . .7

     3.1   POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     3.2   NUMBER OF DIRECTORS . . . . . . . . . . . . . . . . . . . . .8
     3.3   ELECTION AND TERM OF OFFICE OF DIRECTORS. . . . . . . . . . .8
     3.4   RESIGNATION AND VACANCIES . . . . . . . . . . . . . . . . . .8
     3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE. . . . . . . . . . .9
     3.6   REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . .9
     3.7   SPECIAL MEETINGS; NOTICE. . . . . . . . . . . . . . . . . . .9
     3.8   QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     3.9   WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . 10
     3.10  ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . . . 10
     3.11  NOTICE OF ADJOURNMENT . . . . . . . . . . . . . . . . . . . 10
     3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . . . . 10
     3.13  FEES AND COMPENSATION OF DIRECTORS. . . . . . . . . . . . . 10
     3.14  APPROVAL OF LOANS TO OFFICERS . . . . . . . . . . . . . . . 11

ARTICLE IV - COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . 11

     4.1   COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . . . 11
     4.2   MEETINGS AND ACTION OF COMMITTEES . . . . . . . . . . . . . 12

                                     -i-



     4.3   COMMITTEE MINUTES . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . 12

     5.1   OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . 12
     5.2   ELECTION OF OFFICERS. . . . . . . . . . . . . . . . . . . . 12
     5.3   SUBORDINATE OFFICERS. . . . . . . . . . . . . . . . . . . . 13
     5.4   REMOVAL AND RESIGNATION OF OFFICERS . . . . . . . . . . . . 13
     5.5   VACANCIES IN OFFICES. . . . . . . . . . . . . . . . . . . . 13
     5.6   CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . . . 13
     5.7   PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5.8   VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . . . 14
     5.9   SECRETARY . . . . . . . . . . . . . . . . . . . . . . . . . 14
     5.10  CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . . . 14

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND 
             OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . .  15

     6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . 15
     6.2   INDEMNIFICATION OF OTHERS . . . . . . . . . . . . . . . . . 15
     6.3   ADVANCEMENT OF EXPENSES . . . . . . . . . . . . . . . . . . 15
     6.4   INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 16
     6.5   OTHER INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 16
     6.6   REPEAL OR MODIFICATION. . . . . . . . . . . . . . . . . . . 16

ARTICLE VII - RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . . 16

     7.1   MAINTENANCE AND INSPECTION OF RECORDS . . . . . . . . . . . 16
     7.2   INSPECTION BY DIRECTORS . . . . . . . . . . . . . . . . . . 17
     7.3   ANNUAL STATEMENT TO STOCKHOLDERS. . . . . . . . . . . . . . 17
     7.4   REPRESENTATION OF SHARES OF OTHER CORPORATIONS. . . . . . . 17
     7.5   CERTIFICATION AND INSPECTION OF BYLAWS. . . . . . . . . . . 17

ARTICLE VIII - GENERAL MATTERS . . . . . . . . . . . . . . . . . . . . 17

     8.1   RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING . . . 17
     8.2   CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS . . . . . . . . . 18
     8.3   CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED. . . . . 18
     8.4   STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES. . . . . . 18
     8.5   SPECIAL DESIGNATION ON CERTIFICATES . . . . . . . . . . . . 19
     8.6   LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 19
     8.7   CONSTRUCTION; DEFINITIONS . . . . . . . . . . . . . . . . . 19

                                     -ii-



ARTICLE IX - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . 20

     9.1   AMENDMENTS BY STOCKHOLDERS AND DIRECTORS. . . . . . . . . . 20


                                    -iii-



                                    FIRST

                             AMENDED AND RESTATED

                                     BYLAWS

                                      OF

                               UTSTARCOM, INC. 

                           (a Delaware Corporation)


                                  ARTICLE I


                              CORPORATE OFFICES


       1.1    REGISTERED OFFICE

       The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.  The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

       1.2    OTHER OFFICES

       The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

       2.1    PLACE OF MEETINGS

       Meetings of stockholders shall be held at any place within or outside the
State of Delaware designated by the board of directors.  In the absence of any
such designation, stockholders' meetings shall be held at the principal
executive office of the corporation.

       2.2    ANNUAL MEETING

       The annual meeting of stockholders shall be held each year on a date and
at a time designated by the board of directors.  At the meeting, directors shall
be elected, and any other proper business may be transacted.


       2.3    SPECIAL MEETING

       A special meeting of the stockholders may be called at any time by the 
board of directors, or by the chairman of the board, by the president, or by 
one or more stockholders holding shares in the aggregate entitled to cast not 
less than fifty percent (50%) of the votes at that meeting.

       If a special meeting is called by any person or persons other than the 
board of directors or the president or the chairman of the board, then the 
request shall be in writing, specifying the time of such meeting and the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the chairman of the board, the president, any vice 
president or the secretary of the corporation.  The officer receiving the 
request shall cause notice to be promptly given to the shareholders entitled 
to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these 
bylaws, that a meeting will be held at the time requested by the person or 
persons calling the meeting, so long as that time is not less than 
thirty-five (35) nor more than sixty (60) days after the receipt of the 
request.  If the notice is not given within twenty (20) days after receipt of 
the request, then the person or persons requesting the meeting may give the 
notice.  Nothing contained in this paragraph of this Section 2.3 shall be 
construed as limiting, fixing or affecting the time when a meeting of 
shareholders called by action of the board of directors may be held.

       2.4    NOTICE OF STOCKHOLDERS' MEETINGS

       All notices of meetings of stockholders shall be sent or otherwise 
given in accordance with Section 2.5 of these bylaws not less than ten (10) 
nor more than sixty (60) days before the date of the meeting.  The notice 
shall specify the place, date and hour of the meeting and (i) in the case of 
a special meeting, the purpose or purposes for which the meeting is called 
(no business other than that specified in the notice may be transacted) or 
(ii) in the case of the annual meeting, those matters which the board of 
directors, at the time of giving the notice, intends to present for action by 
the stockholders (but any proper matter may be presented at the meeting for 
such action).  The notice of any meeting at which directors are to be elected 
shall include the name of any nominee or nominees who, at the time of the 
notice, the board intends to present for election.

       2.5    ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

       Nominations of persons for election to the Board of Directors of the 
corporation may be made at a meeting of stockholders by or at the direction 
of the Board of Directors or by any stockholder of the corporation entitled 
to vote in the election of directors at the meeting who complies with the 
notice procedures set forth in this Section.  Such nominations, other than 
those made by or at the direction of the Board of Directors, shall be made 
pursuant to timely notice in writing to the Secretary of the corporation.  To 
be timely, a stockholder's notice shall be delivered to or mailed and 
received at the principal executive offices of the corporation not less than 
one hundred twenty (120) days prior to the meeting; provided, however, that 
in the event less than one hundred thirty (130) days notice or 

                                     -2-



prior public disclosure of the date of the meeting is given or made to 
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 meeting was mailed or such public disclosure 
was made.  Such stockholder's notice shall set forth (a) as to each person, 
if any, whom the stockholder proposes to nominate for election or re-election 
as a director:  (i) the name, age, business address and residence address of 
such person, (ii) the principal occupation or employment of such person, 
(iii) the class and number of shares of the corporation which are 
beneficially owned by such person, (iv) any other information relating to 
such person that is required by law to be disclosed in solicitations of 
proxies for election of directors, and (v) such person's written consent to 
being named as a nominee and to serving as a director if elected; and (b) as 
to the stockholder giving the notice: (i) the name and address, as they 
appear on the corporation's books, of such stockholder, and (ii) the class 
and number of shares of the corporation which are beneficially owned by such 
stockholder, and (iii) a description of all arrangements or understandings 
between such stockholder and each nominee and any other person or persons 
(naming such person or persons) relating to the nomination.  At the request 
of the Board of Directors any person nominated by the Board for election as a 
director shall furnish to the Secretary of the corporation that information 
required to be set forth in the stockholder's notice of nomination which 
pertains to the nominee.  No person shall be eligible for election as a 
director of the corporation unless nominated in accordance with the 
procedures set forth in this Section.  The chairman of the meeting shall, if 
the facts warrant, determine and declare at the meeting that a nomination was 
not made in accordance with the procedures prescribed by these Bylaws, and if 
the chairman should so determine, the chairman shall so declare at the 
meeting and the defective nomination shall be disregarded.

       At an annual meeting of the stockholders, only such business shall be 
conducted as shall have been properly brought before the meeting.  To be 
properly brought before an annual meeting, business must be:  (a) as 
specified in the notice of meeting (or any supplement thereto) given by or at 
the direction of the Board of Directors, (b)  otherwise properly brought 
before the meeting by or at the direction of the Board of Directors, or (c) 
otherwise properly brought before the meeting by a stockholder.  Business to 
be brought before an annual meeting by a stockholder shall not be considered 
properly brought if the stockholder has not 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 forty five (45) days prior to the 
date on which the corporation first mailed proxy materials for the prior 
year's annual meeting; provided, however, that if the corporation's annual 
meeting of stockholders occurs on a date more than thirty (30) days earlier 
or later than the corporation's prior year's annual meeting, then the Board 
of Directors shall determine a date a reasonable period prior to the 
corporation's annual meeting of stockholders by which date the stockholders 
notice must be delivered and publicize such date in a filing pursuant to the 
Securities Exchange Act of 1934, as amended, or via press release.  Such 
publication shall occur at least ten (10) days prior to the date set by the 
Board of Directors.  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 business desired to be brought 
before the annual meeting and the reasons for conducting such business at the 
annual meeting, (ii) the name 

                                     -3-



and address 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 material interest of the stockholder in such business, 
and (v) any other information that is required by law to be provided by the 
stockholder in his capacity as a proponent of a stockholder proposal.  
Notwithstanding anything in these bylaws to the contrary, no business shall 
be conducted at any annual meeting except in accordance with the procedures 
set forth in this Section.  The chairman of the annual meeting shall, if the 
facts warrant, determine and declare at the meeting that business was not 
properly brought before the meeting and in accordance with the provisions of 
this Section, and, if the chairman should so determine, the chairman shall so 
declare at the meeting that any such business not properly brought before the 
meeting shall not be transacted.

       2.6    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

       Written notice of any meeting of stockholders shall be given either 
personally or by first-class mail or by telegraphic or other written 
communication.  Notices not personally delivered shall be sent charges 
prepaid and shall be addressed to the stockholder at the address of that 
stockholder appearing on the books of the corporation or given by the 
stockholder to the corporation for the purpose of notice.  Notice shall be 
deemed to have been given at the time when delivered personally or deposited 
in the mail or sent by telegram or other means of written communication.

       An affidavit of the mailing or other means of giving any notice of any 
stockholders' meeting, executed by the secretary, assistant secretary or any 
transfer agent of the corporation giving the notice, shall be prima facie 
evidence of the giving of such notice.

       2.7    QUORUM

       The holders of a majority in voting power of the stock issued and 
outstanding and entitled to vote thereat, present in person or represented by 
proxy, shall constitute a quorum at all meetings of the stockholders for the 
transaction of business except as otherwise provided by statute or by the 
certificate of incorporation.  If, however, such quorum is not present or 
represented at any meeting of the stockholders, then either (i) the chairman 
of the meeting or (ii) the stockholders entitled to vote thereat, present in 
person or represented by proxy, shall have power to adjourn the meeting in 
accordance with Section 2.7 of these bylaws.

       When a quorum is present at any meeting, the vote of the holders of a 
majority of the stock having voting power present in person or represented by 
proxy shall decide any question brought before such meeting, unless the 
question is one upon which, by express provision of the laws of the State of 
Delaware or of the certificate of incorporation or these bylaws, a different 
vote is required, in which case such express provision shall govern and 
control the decision of the question.

       If a quorum be initially present, the stockholders may continue to 
transact business until adjournment, notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum, if any action taken is approved by 
a majority of the stockholders initially constituting the quorum.

                                     -4-


       2.8    ADJOURNED MEETING; NOTICE

       When a meeting is adjourned to another time and place, unless these 
bylaws otherwise require, 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 thirty (30) days, or if after the adjournment a 
new record date is fixed for the adjourned meeting, a notice of the adjourned 
meeting shall be given to each stockholder of record entitled to vote at the 
meeting.

       2.9    VOTING

       The stockholders entitled to vote at any meeting of stockholders shall 
be determined in accordance with the provisions of Section 2.11 of these 
bylaws, subject to the provisions of Sections 217 and 218 of the General 
Corporation Law of Delaware (relating to voting rights of fiduciaries, 
pledgors and joint owners, and to voting trusts and other voting agreements).

       Except as may be otherwise provided in the certificate of 
incorporation or these bylaws, each stockholder shall be entitled to one vote 
for each share of capital stock held by such stockholder.

       At a stockholders' meeting at which directors are to be elected, a 
stockholder shall be entitled to cumulate votes (i.e., cast for any candidate 
a number of votes greater than the number of votes which such stockholder 
normally is entitled to cast) if the candidates' names have been placed in 
nomination prior to commencement of the voting and the stockholder has given 
notice prior to commencement of the voting of the stockholders' intention to 
cumulate votes. If any stockholder has given such a notice, then every 
stockholder entitled to vote may cumulate votes for candidates in nomination 
either (i) by giving one candidate a number of votes equal to the number of 
directors to be elected multiplied by the number of votes to which that 
stockholder's shares are normally entitled or (ii) by distributing the 
stockholder's votes on the same principle among any or all of the candidates, 
as the stockholder thinks fit. The candidates receiving the highest number of 
affirmative votes, up to the number of directors to be elected, shall be 
elected; votes against any candidate and votes withheld shall have no legal 
effect.

       Notwithstanding the foregoing, effective upon the closing of a firm 
commitment underwritten public offering of Common Stock of the corporation, 
no stockholder will be permitted to cumulate votes at any election of 
directors.

       2.10   WAIVER OF NOTICE

       Whenever notice is required to be given under any provision of the 
General Corporation Law of Delaware or of the certificate of incorporation or 
these bylaws, a written waiver thereof, signed by the person entitled to 
notice, whether before or after the time stated therein, shall be deemed 
equivalent to notice.  Attendance of a person at a meeting shall constitute a 
waiver of notice of such 

                                     -5-



meeting, except when the person attends a meeting for the express purpose of 
objecting, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened.  Neither the 
business to be transacted at, nor the purpose of, any regular or special 
meeting of the stockholders need be specified in any written waiver of notice 
unless so required by the certificate of incorporation or these bylaws.

       2.11   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

       Unless otherwise provided in the certificate of incorporation, any 
action required by this chapter to be taken at any annual or special meeting 
of stockholders of a corporation, or any action that may be taken at any 
annual or special meeting of such 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, is signed by the holders of outstanding 
stock having not less than the minimum number of votes that would be 
necessary to authorize or take such action at a meeting at which all shares 
entitled to vote thereon were present and voted.

       Prompt notice of the taking of the corporate action without a meeting 
by less than unanimous written consent shall be given to those stockholders 
who have not consented in writing.  If the action which is consented to is 
such as would have required the filing of a certificate under any section of 
the General Corporation Law of Delaware if such action had been voted on by 
stockholders at a meeting thereof, then the certificate filed under such 
section shall state, in lieu of any statement required by such section 
concerning any vote of stockholders, that written notice and written consent 
have been given as provided in Section 228 of the General Corporation Law of 
Delaware.

       Notwithstanding the foregoing, effective upon the closing of a firm 
commitment underwritten public offering of Common Stock of the corporation, 
no action that is required or permitted to be taken by the stockholders at 
any annual or special meeting of stockholders may be effected by written 
consent of stockholders in lieu of a meeting of stockholders.

       2.12   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

       For purposes of determining the stockholders entitled to notice of any 
meeting or to vote thereat, the board of directors may fix, in advance, a 
record date, which shall not precede the date upon which the resolution 
fixing the record date is adopted by the board of directors and which shall 
not be more than sixty (60) days nor less than ten (10) days before the date 
of any such meeting, and in such event only stockholders of record on the 
date so fixed are entitled to notice and to vote, notwithstanding any 
transfer of any shares on the books of the corporation after the record date.

       If the board of directors does not so fix a record date, the record 
date for determining stockholders entitled to notice of or to vote at a 
meeting of stockholders shall be at the close of business on the business day 
next preceding the day on which notice is given, or, if notice is waived, at 
the close of business on the business day next preceding the day on which the 
meeting is held.

                                     -6-


       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 unless the board of directors fixes a new record date for the 
adjourned meeting, but the board of directors shall fix a new record date if 
the meeting is adjourned for more than thirty (30) days from the date set for 
the original meeting.

       The record date for any other purpose shall be as provided in Section 
8.1 of these bylaws.

       2.13   PROXIES

       Every person entitled to vote for directors, or on any other matter, 
shall have the right to do so either in person or by one or more agents 
authorized by a written proxy signed by the person and filed with the 
secretary of the corporation, but no such proxy shall be voted or acted upon 
after three (3) years from its date unless the proxy provides for a longer 
period.  A proxy shall be deemed signed if the stockholder's name is placed 
on the proxy (whether by manual signature, typewriting, telegraphic 
transmission, telefacsimile or otherwise) by the stockholder or the 
stockholder's attorney-in-fact.  The revocability of a proxy that states on 
its face that it is irrevocable shall be governed by the provisions of 
Section 212(e) of the General Corporation Law of Delaware.

       2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE

       The officer who has charge of the stock ledger of the corporation 
shall prepare and make, at least ten (10) 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 (10) 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.

                                    ARTICLE III
                                          
                                     DIRECTORS

       3.1    POWERS

       Subject to the provisions of the General Corporation Law of Delaware 
and any limitations in the certificate of incorporation and these bylaws 
relating to action required to be approved by the stockholders or by the 
outstanding shares, the business and affairs of the corporation shall be 
managed and all corporate powers shall be exercised by or under the direction 
of the board of directors.

                                     -7-


       3.2    NUMBER OF DIRECTORS

       The board of directors shall be eight until changed by amendment of 
this Section 3.2 duly approved by a majority of the directors then in office. 
 No reduction of the authorized number of directors shall have the effect of 
removing any director before that director's term of office expires.

       3.3    ELECTION AND TERM OF OFFICE OF DIRECTORS

       Except as provided in Section 3.4 of these bylaws, directors shall be 
elected at each annual meeting of stockholders to hold office until the next 
annual meeting. Each director, including a director elected or appointed to 
fill a vacancy, shall hold office until the expiration of the term for which 
elected and until a successor has been elected and qualified.

       Notwithstanding the foregoing, effective upon the closing of a firm 
commitment underwritten public offering of Common Stock of the Corporation, 
the board of directors shall be divided into three classes, the members of 
each class to serve for a term of three years; provided that the directors 
shall be elected as follows:  at the first annual meeting of the stockholders 
held following the closing of a firm commitment underwritten public offering 
of Common Stock of the Corporation, the directors in the first class shall be 
elected for a term of three years, at the second annual meeting following 
such date, the directors in the second class shall be elected for a term of 
three years, and at the third annual meeting following such date, the 
directors in the third class shall be elected for a term of three years.  The 
board of directors by resolution shall nominate the directors to be elected 
for each class.  At subsequent annual meetings of shareholders, a number of 
directors shall be elected equal to the number of directors with terms 
expiring at that annual meeting.  Directors elected at each such subsequent 
annual meeting shall be elected for a term expiring with the annual meeting 
of shareholders three years thereafter.

       3.4    RESIGNATION AND VACANCIES

       Any director may resign effective on giving written notice to the 
chairman of the board, the president, the secretary or the board of 
directors, unless the notice specifies a later time for that resignation to 
become effective.  If the resignation of a director is effective at a future 
time, the board of directors may elect a successor to take office when the 
resignation becomes effective.

       All vacancies in the board of directors may be filled by a majority of 
the remaining directors, even if less than a quorum, or by a sole remaining 
director; provided, that whenever the holders of any class or classes of 
stock or series thereof are entitled to elect one or more directors by the 
provisions of the certificate of incorporation, vacancies and newly created 
directorships of such class or classes or series may be filled by a majority 
of the directors elected by such class or classes or series thereof then in 
office, or by a sole remaining director so elected.


                                       -8-


       3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE

       Regular meetings of the board of directors may be held at any place 
within or outside the State of Delaware that has been designated from time to 
time by resolution of the board.  In the absence of such a designation, 
regular meetings shall be held at the principal executive office of the 
corporation. Special meetings of the board may be held at any place within or 
outside the State of Delaware that has been designated in the notice of the 
meeting or, if not stated in the notice or if there is no notice, at the 
principal executive office of the corporation.

       Any meeting, regular or special, may be held by conference telephone 
or similar communication equipment, so long as all directors participating in 
the meeting can hear one another; and all such directors shall be deemed to 
be present in person at the meeting.

       3.6    REGULAR MEETINGS

       Regular meetings of the board of directors may be held without notice 
if the times of such meetings are fixed by the board of directors.

       3.7    SPECIAL MEETINGS; NOTICE

       Special meetings of the board of directors for any purpose or purposes 
may be called at any time by the chairman of the board, the president, any 
vice president, the secretary or any two directors.

       Notice of the time and place of special meetings shall be delivered 
personally or by telephone to each director or sent by first-class mail or 
telegram, charges prepaid, addressed to each director at that director's 
address as it is shown on the records of the corporation, or by facsimile or 
electronic mail.  If the notice is mailed, it shall be deposited in the 
United States mail at least four (4) days before the time of the holding of 
the meeting.  If the notice is delivered personally or by telephone or 
telegram, it shall be delivered personally or by telephone or to the 
telegraph company at least forty-eight (48) hours before the time of the 
holding of the meeting.  Any oral notice given personally or by telephone may 
be communicated either to the director or to a person at the office of the 
director who the person giving the notice has reason to believe will promptly 
communicate it to the director.  The notice need not specify the purpose or 
the place of the meeting, if the meeting is to be held at the principal 
executive office of the corporation.

       3.8    QUORUM

       A majority of the authorized number of directors shall constitute a 
quorum for the transaction of business, except to adjourn as provided in 
Section 3.10 of these bylaws.  Every act or decision done or made by a 
majority of the directors present at a duly held meeting at which a quorum is 
present shall be regarded as the act of the board of directors, subject to 
the provisions of the certificate of incorporation and other applicable law.


                                       -9-


       A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any action 
taken is approved by at least a majority of the required quorum for that 
meeting.

       3.9    WAIVER OF NOTICE

       Notice of a meeting need not be given to any director (i) who signs a 
waiver of notice or a consent to holding the meeting or an approval of the 
minutes thereof, whether before or after the meeting, or (ii) who attends the 
meeting without protesting, prior thereto or at its commencement, the lack of 
notice to such directors.  All such waivers, consents, and approvals shall be 
filed with the corporate records or made part of the minutes of the meeting.  
A waiver of notice need not specify the purpose of any regular or special 
meeting of the board of directors.

       3.10   ADJOURNMENT

       A majority of the directors present, whether or not constituting a 
quorum, may adjourn any meeting to another time and place.

       3.11   NOTICE OF ADJOURNMENT

       Notice of the time and place of holding an adjourned meeting need not 
be given unless the meeting is adjourned for more than twenty-four (24) 
hours.  If the meeting is adjourned for more than twenty-four (24) hours, 
then notice of the time and place of the adjourned meeting shall be given 
before the adjourned meeting takes place, in the manner specified in Section 
3.7 of these bylaws, to the directors who were not present at the time of the 
adjournment.

       3.12   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

       Any action required or permitted to be taken by the board of directors 
may be taken without a meeting, provided that all members of the board 
individually or collectively consent in writing to that action.  Such action 
by written consent shall have the same force and effect as a unanimous vote 
of the board of directors. Such written consent and any counterparts thereof 
shall be filed with the minutes of the proceedings of the board.

       3.13   FEES AND COMPENSATION OF DIRECTORS

       Directors and members of committees may receive such compensation, if 
any, for their services and such reimbursement of expenses as may be fixed or 
determined by resolution of the board of directors.  This Section 3.13 shall 
not be construed to preclude any director from serving the corporation in any 
other capacity as an officer, agent, employee or otherwise and receiving 
compensation for those services.


                                       -10-


       3.14   APPROVAL OF LOANS TO OFFICERS

       The corporation may lend money to, or guarantee any obligation of, or 
otherwise assist any officer or other employee of the corporation or any of 
its subsidiaries, including any officer or employee who is a director of the 
corporation or any of its subsidiaries, 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 
the corporation at common law or under any statute.

                                   ARTICLE IV
                                          
                                   COMMITTEES

       4.1    COMMITTEES OF DIRECTORS

       The board of directors may, by resolution adopted by a majority of the 
authorized number of directors, designate one (1) or more committees, each 
consisting of two or more directors, to serve at the pleasure of the board.  
The board may designate one (1) or more directors as alternate members of any 
committee, who may replace any absent member at any meeting of the committee. 
The appointment of members or alternate members of a committee requires the 
vote of a majority of the authorized number of directors.  Any committee, to 
the extent provided in the resolution of the board, shall have and may 
exercise all the powers and authority of the board, but no such committee 
shall have the power of authority to:

              (a)    amend the certificate of incorporation (except that a 
committee may, to the extent authorized in the resolution or resolutions 
providing for the issuance of shares of stock adopted by the board of 
directors as provided in Section 151(a) of the General Corporation Law of 
Delaware, fix the designations and any of the preferences or rights of such 
shares relating to dividends, redemption, dissolution, any distribution of 
assets of the corporation or the conversion into, or the exchange of such 
shares for, shares of any other class or classes or any other series of the 
same or any other class or classes of stock of the corporation);

              (b)    adopt an agreement of merger or consolidation under 
Sections 251 or 252 of the General Corporation Law of Delaware;

              (c)    recommend to the stockholders the sale, lease or 
exchange of all or substantially all of the corporation's property and assets;


                                       -11-


              (d)    recommend to the stockholders a dissolution of the 
corporation or a revocation of a dissolution; or 

              (e)    amend the bylaws of the corporation; and, unless the 
board resolution establishing the committee, the bylaws or the certificate of 
incorporation expressly so provide, no such committee shall have the power or 
authority to declare a dividend, to authorize the issuance of stock, or to 
adopt a certificate of ownership and merger pursuant to Section 253 of the 
General Corporation Law of Delaware.

       4.2    MEETINGS AND ACTION OF COMMITTEES

       Meetings and actions of committees shall be governed by, and held and 
taken in accordance with, the provisions of Article III of these bylaws, 
Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 
(special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of 
notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), 
and Section 3.12 (action without meeting), with such changes in the context 
of those bylaws as are necessary to substitute the committee and its members 
for the board of directors and its members; provided, however, that the time 
of regular meetings of committees may be determined either by resolution of 
the board of directors or by resolution of the committee, that special 
meetings of committees may also be called by resolution of the board of 
directors, and that notice of special meetings of committees shall also be 
given to all alternate members, who shall have the right to attend all 
meetings of the committee.  The board of directors may adopt rules for the 
government of any committee not inconsistent with the provisions of these 
bylaws.

       4.3    COMMITTEE MINUTES.  

       Each committee shall keep regular minutes of its meetings and report 
the same to the board of directors when required.

                                   ARTICLE V
                                          
                                   OFFICERS

       5.1    OFFICERS

       The officers of the corporation shall be a president, a secretary and 
a chief financial officer.  The corporation may also have, at the discretion 
of the board of directors, a chairman of the board, one or more vice 
presidents, one or more assistant secretaries, one or more assistant 
treasurers, and such other officers as may be appointed in accordance with 
the provisions of Section 5.3 of these bylaws.  Any number of offices may be 
held by the same person.

       5.2    ELECTION OF OFFICERS


                                       -12-


       The officers of the corporation, except such officers as may be 
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of 
these bylaws, shall be chosen by the board, subject to the rights, if any, of 
an officer under any contract of employment.

       5.3    SUBORDINATE OFFICERS

       The board of directors may appoint, or may empower the president to 
appoint, such other officers as the business of the corporation may require, 
each of whom shall hold office for such period, have such authority, and 
perform such duties as are provided in these bylaws or as the board of 
directors may from time to time determine.

       5.4    REMOVAL AND RESIGNATION OF OFFICERS

       Subject to the rights, if any, of an officer under any contract of 
employment, any officer may be removed, either with or without cause, by the 
board of directors at any regular or special meeting of the board or, except 
in case of an officer chosen by the board of directors, by any officer upon 
whom such power of removal may be conferred by the board of directors.

       Any officer may resign at any time by giving written notice to the 
corporation.  Any resignation shall take effect at the date of the receipt of 
that notice or at any later time specified in that notice; and, unless 
otherwise specified in that notice, the acceptance of the resignation shall 
not be necessary to make it effective.  Any resignation is without prejudice 
to the rights, if any, of the corporation under any contract to which the 
officer is a party.

       5.5    VACANCIES IN OFFICES

       A vacancy in any office because of death, resignation, removal, 
disqualification or any other cause shall be filled in the manner prescribed 
in these bylaws for regular appointments to that office.

       5.6    CHAIRMAN OF THE BOARD

       The chairman of the board, if such an officer be elected, shall, if 
present, preside at meetings of the board of directors and exercise and 
perform such other powers and duties as may from time to time be assigned to 
the chairman of the board by the board of directors or as may be prescribed 
by these bylaws.  If there is no president, then the chairman of the board 
shall also be the chief executive officer of the corporation and shall have 
the powers and duties prescribed in Section 5.7 of these bylaws.

       5.7    PRESIDENT

       Subject to such supervisory powers, if any, as may be given by the 
board of directors to the chairman of the board, if there be such an officer, 
the president shall be the chief executive officer of the corporation and 
shall, subject to the control of the board of directors, have general 
supervision, direction, and control of the business and the officers of the 
corporation.  The president shall preside 


                                       -13-


at all meetings of the stockholders and, in the absence or nonexistence of a 
chairman of the board, at all meetings of the board of directors.  The 
president shall have the general powers and duties of management usually 
vested in the office of president of a corporation, and shall have such other 
powers and duties as may be prescribed by the board of directors or these 
bylaws.

       5.8    VICE PRESIDENTS

       In the absence or disability of the president, the vice presidents, if 
any, in order of their rank as fixed by the board of directors or, if not 
ranked, a vice president designated by the board of directors, shall perform 
all the duties of the president and when so acting shall have all the powers 
of, and be subject to all the restrictions upon, the president.  The vice 
presidents shall have such other powers and perform such other duties as from 
time to time may be prescribed for them respectively by the board of 
directors, these bylaws, the president or the chairman of the board.

       5.9    SECRETARY

       The secretary shall keep or cause to be kept, at the principal 
executive office of the corporation or such other place as the board of 
directors may direct, a book of minutes of all meetings and actions of 
directors, committees of directors and stockholders.  The minutes shall show 
the time and place of each meeting, whether regular or special (and, if 
special, how authorized and the notice given), the names of those present at 
directors' meetings or committee meetings, the number of shares present or 
represented at stockholders' meetings, and the proceedings thereof.

       The secretary shall keep, or cause to be kept, at the principal 
executive office of the corporation or at the office of the corporation's 
transfer agent or registrar, as determined by resolution of the board of 
directors, a share register, or a duplicate share register, showing the names 
of all stockholders and their addresses, the number and classes of shares 
held by each, the number and date of certificates evidencing such shares, and 
the number and date of cancellation of every certificate surrendered for 
cancellation.

       The secretary shall give, or cause to be given, notice of all meetings 
of the stockholders and of the board of directors required to be given by law 
or by these bylaws.  The secretary shall keep the seal of the corporation, if 
one be adopted, in safe custody and shall have such other powers and perform 
such other duties as may be prescribed by the board of directors or by these 
bylaws.

       5.10   CHIEF FINANCIAL OFFICER

       The chief financial officer shall keep and maintain, or cause to be 
kept and maintained, adequate and correct books and records of accounts of 
the properties and business transactions of the corporation, including 
accounts of its assets, liabilities, receipts, disbursements, gains, losses, 
capital, retained earnings, and shares.  The books of account shall at all 
reasonable times be open to inspection by any director.


                                       -14-


       The chief financial officer shall deposit all money and other 
valuables in the name and to the credit of the corporation with such 
depositaries as may be designated by the board of directors. The chief 
financial officer shall disburse the funds of the corporation as may be 
ordered by the board of directors, shall render to the president and 
directors, whenever they request it, an account of all of such person's 
transactions as chief financial officer and of the financial condition of the 
corporation, and shall have such other powers and perform such other duties 
as may be prescribed by the board of directors or these bylaws.

                                   ARTICLE VI
                                          
               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

       6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The corporation shall, to the maximum extent and in the manner 
permitted by the General Corporation Law of Delaware as the same now exists 
or may hereafter be amended, indemnify any person against expenses (including 
attorneys' fees), judgments, fines, and amounts paid in settlement actually 
and reasonably incurred in connection with any threatened, pending or 
completed action, suit, or proceeding in which such person was or is a party 
or is threatened to be made a party by reason of the fact that such person is 
or was a director or officer of the corporation.  For purposes of this 
Section 6.1, a 'director' or 'officer' of the corporation shall mean any 
person (i) who is or was a director or officer of the corporation, (ii) who 
is or was serving at the request of the corporation as a director or officer 
of another corporation, partnership, joint venture, trust or other 
enterprise, or (iii) who was a director or officer of a corporation which was 
a predecessor corporation of the corporation or of another enterprise at the 
request of such predecessor corporation.

       6.2    INDEMNIFICATION OF OTHERS

       The corporation shall have the power, to the maximum extent and in the 
manner permitted by the General Corporation Law of Delaware as the same now 
exists or may hereafter be amended, to indemnify any person (other than 
directors and officers) against expenses (including attorneys' fees), 
judgments, fines, and amounts paid in settlement actually and reasonably 
incurred in connection with any threatened, pending or completed action, 
suit, or proceeding, in which such person was or is a party or is threatened 
to be made a party by reason of the fact that such person is or was an 
employee or agent of the corporation.  For purposes of this Section 6.2, an 
'employee' or 'agent' of the corporation (other than a director or officer) 
shall mean any person (i) who is or was an employee or agent of the 
corporation, (ii) who is or was serving at the request of the corporation as 
an employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, or (iii) who was an employee or agent of a 
corporation which was a predecessor corporation of the corporation or of 
another enterprise at the request of such predecessor corporation.

       6.3    ADVANCEMENT OF EXPENSES


                                       -15-


       Expenses incurred in defending any action or proceeding for which 
indemnification is required pursuant to Section 6.1, or for which 
indemnification is permitted pursuant to Section 6.2, following the 
authorization thereof by the Board of Directors, shall be paid by the 
corporation in advance of the final disposition of such action or proceeding 
upon receipt of any undertaking by or on behalf of the indemnified party to 
repay such amount if it shall ultimately be determined that the indemnified 
party is not entitled to be indemnified as authorized in this Article VI.

       6.4    INSURANCE

       The corporation may 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 such person and incurred by such person in any such capacity, or 
arising out of such person's status as such, whether or not the corporation 
would have the power to indemnify such person against such liability under 
the provisions of the General Corporation Law of Delaware.

       6.5    OTHER INDEMNIFICATION

       The indemnification and advancement of expenses provided by, or 
granted pursuant to, other sections of this Article VI shall not be deemed 
exclusive of any other rights to which those seeking indemnification or 
advancement of expenses may be entitled under any law, bylaw, agreement, vote 
of stockholders or disinterested directors or otherwise, both as to action in 
an official capacity and as to action in another capacity while holding such 
office.

       6.6    REPEAL OR MODIFICATION

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

       7.1    MAINTENANCE AND INSPECTION OF RECORDS

       The corporation shall, either at its principal executive office or at 
such place or places as designated by the board of directors, keep a record 
of its stockholders listing their names and addresses and the number and 
class of shares held by each stockholder, a copy of these bylaws as amended 
to date, accounting books and other records of its business and properties.

       Any stockholder of record, in person or by attorney or other agent, 
shall, upon written demand under oath stating the purpose thereof, have the 
right during the usual hours for business to 


                                       -16-


inspect for any proper purpose the corporation's stock ledger, a list of its 
stockholders, and its other books and records and to make copies or extracts 
therefrom.  A proper purpose shall mean a purpose reasonably related to such 
person's interest as a stockholder.  In every instance where an attorney or 
other agent is the person who seeks the right to inspection, the demand under 
oath shall be accompanied by a power of attorney or such other writing that 
authorizes the attorney or other agent to so act on behalf of the 
stockholder. The demand under oath shall be directed to the corporation at 
its registered office in Delaware or at its principal place of business.

       7.2    INSPECTION BY DIRECTORS

       Any director shall have the right to examine (and to make copies of) 
the corporation's stock ledger, a list of its stockholders and its other 
books and records for a purpose reasonably related to his or her position as 
a director.

       7.3    ANNUAL STATEMENT TO STOCKHOLDERS

       The board of directors shall present at each annual meeting, and at 
any special meeting of the stockholders when called for by vote of the 
stockholders, a full and clear statement of the business and condition of the 
corporation.

       7.4    REPRESENTATION OF SHARES OF OTHER CORPORATIONS

       The chairman of the board, if any, the president, any vice president, 
the chief financial officer, the secretary or any assistant secretary of this 
corporation, or any other person authorized by the board of directors or the 
president or a vice president, is authorized to vote, represent and exercise 
on behalf of this corporation all rights incident to any and all shares of 
the stock of any other corporation or corporations standing in the name of 
this corporation.  The authority herein granted may be exercised either by 
such person directly or by any other person authorized to do so by proxy or 
power of attorney duly executed by such person having the authority.

       7.5    CERTIFICATION AND INSPECTION OF BYLAWS

       The original or a copy of these bylaws, as amended or otherwise 
altered to date, certified by the secretary, shall be kept at the 
corporation's principal executive office and shall be open to inspection by 
the stockholders of the corporation, at all reasonable times during office 
hours.

                                   ARTICLE VIII  
                                          
                                  GENERAL MATTERS
                                          
       8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

       For purposes of determining the stockholders entitled to receive 
payment of any dividend or other distribution or allotment of any rights or 
the stockholders entitled to exercise any rights in 


                                       -17-


respect of any other lawful action, the board of directors may fix, in 
advance, a record date, which shall not be more than sixty (60) days before 
any such action.  In that case, only stockholders of record at the close of 
business on the date so fixed are entitled to receive the dividend, 
distribution or allotment of rights, or to exercise such rights, as the case 
may be, notwithstanding any transfer of any shares on the books of the 
corporation after the record date so fixed, except as otherwise provided in 
the General Corporation Law of Delaware.

       If the board of directors does not so fix a record date, then the 
record date for determining stockholders for any such purpose shall be at the 
close of business on the day on which the board adopts the applicable 
resolution.

       8.2    CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

       From time to time, the board of directors shall determine by 
resolution which person or persons may sign or endorse all checks, drafts, 
other orders for payment of money, notes or other evidences of indebtedness 
that are issued in the name of or payable to the corporation, and only the 
persons so authorized shall sign or endorse those instruments.

       8.3    CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED

       The board of directors, except as otherwise provided in these bylaws, 
may authorize any officer or officers, or agent or agents, to enter into any 
contract or execute any instrument in the name of and on behalf of the 
corporation; such authority may be general or confined to specific instances. 
Unless so authorized or ratified by the board of directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any amount.

       8.4    STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

       The shares of the corporation shall be represented by certificates, 
provided that the board of directors of the corporation may provide by 
resolution or resolutions that some or all of any or all classes or series of 
its stock shall be uncertificated shares.  Any such resolution shall not 
apply to shares represented by a certificate until such certificate is 
surrendered to the corporation.  Notwithstanding the adoption of such a 
resolution by the board of directors, every holder of stock represented by 
certificates and, upon request, every holder of uncertificated shares, shall 
be entitled to have a certificate signed by, or in the name of the 
corporation by, the chairman or vice-chairman of the board of directors, or 
the president or vice-president, and by the treasurer or an assistant 
treasurer, or the secretary or an assistant secretary of such corporation 
representing the number of shares registered in certificate form.  Any or all 
of the signatures on the certificate may be a facsimile.  In case any 
officer, transfer agent or registrar who has signed or whose facsimile 
signature has been placed upon a certificate has ceased to be such officer, 
transfer agent or registrar before 


                                       -18-


such certificate is issued, it may be issued by the corporation with the same 
effect as if he or she were such officer, transfer agent or registrar at the 
date of issue.

       Upon surrender to the secretary or transfer agent of the corporation 
of a certificate for shares duly endorsed or accompanied by proper evidence 
of succession, assignment or authority to transfer, it shall be the duty of 
the corporation to issue a new certificate to the person entitled thereto, 
cancel the old certificate and record the transaction upon its books.

       The corporation may issue the whole or any part of its shares as 
partly paid and subject to call for the remainder of the consideration to be 
paid therefor.  Upon the face or back of each stock certificate issued to 
represent any such partly paid shares, or upon the books and records of the 
corporation in the case of uncertificated partly paid shares, the total 
amount of the consideration to be paid therefor and the amount paid thereon 
shall be stated. Upon the declaration of any dividend on fully paid shares, 
the corporation shall declare a dividend upon partly paid shares of the same 
class, but only upon the basis of the percentage of the consideration 
actually paid thereon.

       8.5    SPECIAL DESIGNATION ON CERTIFICATES

       If the corporation is authorized to issue more than one class of stock 
or more than one series of any class, then the powers, the designations, the 
preferences and the relative, participating, optional or other special rights 
of each class of stock or series thereof and the qualifications, limitations 
or restrictions of such preferences and/or rights shall be set forth in full 
or summarized on the face or back of the certificate that the corporation 
shall issue to represent such class or series of stock; provided, however, 
that, except as otherwise provided in Section 202 of the General Corporation 
Law of Delaware, in lieu of the foregoing requirements there may be set forth 
on the face or back of the certificate that the corporation shall issue to 
represent such class or series of stock a statement that the corporation will 
furnish without charge to each stockholder who so requests the powers, the 
designations, the preferences and the relative, participating, optional or 
other special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or rights.

       8.6    LOST CERTIFICATES

       Except as provided in this Section 8.6, no new certificates for shares 
shall be issued to replace a previously issued certificate unless the latter 
is surrendered to the corporation and cancelled at the same time.  The board 
of directors may, in case any share certificate or certificate for any other 
security is lost, stolen or destroyed, authorize the issuance of replacement 
certificates on such terms and conditions as the board may require; the board 
may require indemnification of the corporation secured by a bond or other 
adequate security sufficient to protect the corporation against any claim 
that may be made against it, including any expense or liability, on account 
of the alleged loss, theft or destruction of the certificate or the issuance 
of the replacement certificate.

       8.7    CONSTRUCTION; DEFINITIONS


                                       -19-


       Unless the context requires otherwise, the general provisions, rules 
of construction, and definitions in the General Corporation Law of Delaware 
shall govern the construction of these bylaws.  Without limiting the 
generality of this provision, the singular number includes the plural, the 
plural number includes the singular, and the term 'person' includes both a 
corporation and a natural person.

                                     ARTICLE IX
                                          
                                     AMENDMENTS
       
       9.1    AMENDMENTS BY STOCKHOLDERS AND DIRECTORS

       The original or other bylaws of the corporation may be adopted, 
amended or repealed by the stockholders entitled to vote or by the board of 
directors of the corporation.  The fact that such power has been so conferred 
upon the directors shall not divest the stockholders of the power, nor limit 
their power to adopt, amend or repeal bylaws.

       Whenever an amendment or new bylaw is adopted, it shall be copied in 
the book of bylaws with the original bylaws, in the appropriate place.  If 
any bylaw is repealed, the fact of repeal with the date of the meeting at 
which the repeal was enacted or the filing of the operative written 
consent(s) shall be stated in said book. 


                                       -20-