AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             STRATAGENE CORPORATION
<PAGE>
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             STRATAGENE CORPORATION
 
                                TABLE OF CONTENTS
 
<TABLE>
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ARTICLE I  OFFICES...........................................................     1
    Section 1.  REGISTERED OFFICES...........................................     1
    Section 2.  OTHER OFFICES................................................     1
 
ARTICLE II  MEETINGS OF STOCKHOLDERS.........................................     1
    Section 1.  PLACE OF MEETINGS............................................     1
    Section 2.  ANNUAL MEETING OF STOCKHOLDERS...............................     1
    Section 3.  QUORUM.......................................................     1
    Section 4.  ORGANIZATION.................................................     2
    Section 5.  CONDUCT OF MEETINGS..........................................     2
    Section 6.  VOTING.......................................................     3
    Section 7.  PROXIES......................................................     3
    Section 8.  SPECIAL MEETINGS.............................................     3
    Section 9.  ADJOURNMENTS.................................................     4
    Section 10.  NOTICE OF MEETINGS..........................................     4
    Section 11.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.....     4
    Section 12.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.....     5
    Section 13.  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST..............     6
 
ARTICLE III  DIRECTORS.......................................................     6
    Section 1.  THE NUMBER OF DIRECTORS......................................     6
    Section 2.  VACANCIES....................................................     7
    Section 3.  POWERS.......................................................     7
    Section 4.  PLACE OF DIRECTORS' MEETINGS.................................     7
    Section 5.  REGULAR MEETINGS.............................................     7
    Section 6.  SPECIAL MEETINGS.............................................     8
    Section 7.  QUORUM.......................................................     8
</TABLE>
 
 
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<TABLE>
<S>                                                                              <C>
    Section 8.  ACTION WITHOUT MEETING.......................................     8
    Section 9.  TELEPHONIC MEETINGS..........................................     8
    Section 10.  COMMITTEES OF DIRECTORS.....................................     9
    Section 11.  MINUTES OF COMMITTEE MEETINGS...............................     9
    Section 12.  COMPENSATION OF DIRECTORS...................................     9
 
ARTICLE IV  OFFICERS.........................................................     9
    Section 1.  OFFICERS.....................................................     9
    Section 2.  ELECTION OF OFFICERS.........................................    10
    Section 3.  SUBORDINATE OFFICERS.........................................    10
    Section 4.  COMPENSATION OF OFFICERS.....................................    10
    Section 5.  TERM OF OFFICE; REMOVAL AND VACANCIES........................    10
    Section 6.  POWERS AND DUTIES OF OFFICERS................................    11
 
ARTICLE V  INDEMNIFICATION OF EMPLOYEES AND AGENTS...........................    11
 
ARTICLE VI  CERTIFICATES OF STOCK............................................    11
    Section 1.  CERTIFICATES.................................................    11
    Section 2.  SIGNATURES ON CERTIFICATES...................................    12
    Section 3.  LOST CERTIFICATES............................................    12
 
ARTICLE VII  GENERAL PROVISION...............................................    12
    Section 1.  CHECKS.......................................................    12
    Section 2.  FISCAL YEAR..................................................    12
    Section 3.  CORPORATE SEAL...............................................    12
    Section 4.  MANNER OF GIVING NOTICE......................................    12
    Section 5.  WAIVER OF NOTICE.............................................    13
 
ARTICLE VIII  AMENDMENTS.....................................................    13
</TABLE>
 
 
                                       ii
<PAGE>
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             STRATAGENE CORPORATION
 
                                    ARTICLE I
                                     OFFICES
 
            Section 1. REGISTERED OFFICES. The registered office shall be 1209
Orange Street, City of Wilmington, County of New Castle, Delaware 19801 and the
name of the registered agent of the corporation is The Corporation Trust
Company.
 
            Section 2. OTHER OFFICES. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
            Section 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.
 
            Section 2. ANNUAL MEETING OF STOCKHOLDERS. An annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.
 
            Section 3. QUORUM. A majority of the stock issued and outstanding
and entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business except as otherwise provided by law, by the Certificate
of Incorporation or by these Bylaws. A quorum, once established, shall not be
broken by the
 
 
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withdrawal of enough votes to leave less than a quorum and the votes present may
continue to transact business until adjournment. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, a majority of
the voting stock represented in person or by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.
 
            Section 4. ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the Vice
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chairman of the meeting
may appoint any person to act as secretary of the meeting. The chairman of the
meeting shall announce at the meeting of stockholders the date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote.
 
            Section 5. CONDUCT OF MEETINGS. The Board of Directors of the
corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (1) the establishment of an agenda
or order of business for the meeting; (2) rules and procedures for maintaining
order at the meeting and the safety of those present; (3) limitations on
attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (4) restrictions on entry to the
meeting after the time fixed for the
 
 
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commencement thereof; and (5) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.
 
            Section 6. VOTING. When a quorum is present at any meeting, in all
matters other than the election of directors, 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 applicable law or regulation, or 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 such question.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors.
 
            Section 7. PROXIES. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy, but no proxy shall be voted or acted
upon after three years from its date unless the proxy provides for a longer
period. A proxy shall be irrevocable if it states that it is irrevocable and if,
and only so long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by delivering a proxy bearing a
later date to the Secretary of the corporation. All proxies must be filed with
the Secretary of the corporation at the beginning of each meeting in order to be
counted in any vote at the meeting. Each stockholder shall have one vote for
each share of stock having voting power, registered in his name on the books of
the corporation on the record date set by the Board of Directors as provided in
Article II, Section 12 hereof.
 
            Section 8. SPECIAL MEETINGS. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Chairman of the Board
of Directors or at the written request of a majority of the members of the Board
of Directors or upon the request of one or more stockholders holding shares in
the aggregate entitled to cast not less than 50% of the votes at any such
meeting, and
 
 
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<PAGE>
may not be called by any other person; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the General Corporation Law of the State of Delaware, then such
special meeting may also be called by the person or persons, in the manner, at
the times and for the purposes so specified.
 
            Section 9. ADJOURNMENTS. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty (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.
 
            Section 10. NOTICE OF MEETINGS. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given that shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the Certificate of Incorporation or
these Bylaws, the written notice of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
corporation.
 
            Section 11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which 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,
shall be signed by the holders
 
 
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<PAGE>
of all outstanding shares of stock of the corporation and shall be delivered to
the corporation by delivery to its registered office in Delaware, its principal
place of business, or to an officer or agent of the corporation having custody
of the book in which proceedings of meetings of stockholders are recorded. 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 sixty days of the earliest dated
consent delivered in the manner required by this Section 11 to the corporation,
written consents signed by all holders of capital stock of the corporation are
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business or to an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested.
 
            Section 12. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date: (1) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting; and (2) in the case
of any other action, shall not be more than sixty (60) days prior to such other
action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (2) the record date for
determining stockholders for any other purpose
 
 
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<PAGE>
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
 
            Section 13. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The
officer who has charge of the stock ledger 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. Except as otherwise provided by
law, the stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list of stockholders or the books of
the corporation, or to vote in person or by proxy at any meeting of the
stockholders.
 
                                   ARTICLE III
                                    DIRECTORS
 
            Section 1. THE NUMBER OF DIRECTORS. Unless otherwise provided by law
or the Certificate of Incorporation, the number of directors which shall
constitute the whole Board of Directors shall be determined from time to time by
resolution adopted by the stockholders or by resolution adopted by the
affirmative vote of a majority of the directors. The directors need not be
stockholders. Unless otherwise provided by law or the Certificate of
Incorporation, the directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 6 of this Article, and each director
elected shall
 
 
                                       6
<PAGE>
hold office until his successor is elected and qualified or until such
director's earlier death, resignation, disqualification or removal. Any director
or the entire board of directors may be removed from office with or without
cause by the stockholders upon the affirmative vote of a majority of the total
voting power of all outstanding securities of the corporation then entitled to
vote generally in the election of directors, voting together as a single class.
 
            Section 2. VACANCIES. Unless otherwise provided by law or the
Certificate of Incorporation, vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors (other than directors elected by one or more
series of preferred stock of the corporation) may be filled solely by a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. The directors so chosen shall hold office until expiration
of the term of office of the director he has replaced or until their successors
are duly elected and shall qualify, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by law.
 
            Section 3. POWERS. The property and business of the corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
 
            Section 4. PLACE OF DIRECTORS' MEETINGS. The directors may hold
their meetings and have one or more offices and keep the books of the
corporation outside of the State of Delaware.
 
            Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held with or without notice at such time and place as shall
from time to time be determined by the Board of Directors.
 
 
                                       7
<PAGE>
            Section 6. SPECIAL MEETINGS. Notice of the time and place of all
special meetings of the Board of Directors shall be given orally or in writing,
by telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, telegraph or telex, or
by electronic mail or other electronic means, during normal business hours, at
least twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting.
 
            Section 7. QUORUM. At all meetings of the Board of Directors, a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Certificate of Incorporation or by these
Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If only one director is authorized, such sole director shall
constitute a quorum.
 
            Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
 
            Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any 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 shall constitute presence in person at such meeting.
 
 
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<PAGE>
            Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such 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 permitted by law and to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it.
 
            Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.
 
            Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of Directors
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 may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
 
                                   ARTICLE IV
                                    OFFICERS
 
            Section 1. OFFICERS. The officers of this corporation shall be
elected by the Board of Directors and shall include a Chairman of the Board of
Directors or a President, or both, and a Secretary.
 
 
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<PAGE>
The corporation may also have, at the discretion of the Board of Directors, such
other officers as are desired, including a Vice-Chairman of the Board of
Directors, a Chief Executive Officer, a Chief Financial Officer, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers as may be elected in accordance with the provisions of
Section 2 of this ARTICLE IV. In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title. At the time of the
election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.
 
            Section 2. ELECTION OF OFFICERS. The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.
 
            Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
 
            Section 4. COMPENSATION OF OFFICERS. The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.
 
            Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of
the corporation shall hold office until their successors are elected and
qualified or until their earlier resignation or removal. Any officer may resign
at any time upon written notice to the corporation. Any officer elected by the
Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors, but such removal shall
be without prejudice to the contractual rights of such officer, if any, with the
corporation. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.
 
 
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<PAGE>
            Section 6. POWERS AND DUTIES OF OFFICERS. The officers of the
corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his duties.
 
                                    ARTICLE V
                     INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
            Subject to the Certificate of Incorporation and applicable law, the
corporation shall to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law, as the same may be amended or supplemented, indemnify
all of its officers and directors against expenses, losses and liabilities
sought to be imposed on them for actions or omissions in their capacity as such
(including positions as officers and directors of other corporations or similar
positions in non-corporate entities); provided, however, that any obligation to
provide a defense shall extend only to the reasonable fees and expenses of a
single counsel, for all indemnities as a group, selected and provided by the
corporation and reasonably acceptable to the affected officer(s) and
director(s), unless the provision of separate counsel for individual officers
and directors is otherwise required by law or by a separate written agreement,
in which case the corporation shall select and provide such separate counsel
reasonably acceptable to such officer(s) and director(s).
 
                                   ARTICLE VI
                              CERTIFICATES OF STOCK
 
            Section 1. CERTIFICATES. Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the Chairman or Vice Chairman of the Board of Directors, if any,
or the President or a Vice President, and by the Secretary or an Assistant
Secretary, if any, or the Chief Financial Officer or an Assistant Treasurer of
the corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the corporation.
 
 
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<PAGE>
            Section 2. SIGNATURES ON CERTIFICATES. 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 shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
 
            Section 3. LOST CERTIFICATES. The corporation may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
 
                                   ARTICLE VII
                               GENERAL PROVISIONS
 
            Section 1. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
 
            Section 2. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
 
            Section 3. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, and shall be in such form as may be
approved from time to time by the Board of Directors.
 
            Section 4. MANNER OF GIVING NOTICE. Whenever, under law or the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such
 
 
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<PAGE>
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram, telecopier or other means of
communication permitted by law.
 
            Section 5. WAIVER OF NOTICE. Whenever any notice is required to be
given under law or the Certificate of Incorporation or these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any regular or special meeting
of the stockholders, directors or members of a committee of directors need be
specified in any written waiver of notice.
 
                                  ARTICLE VIII
                                   AMENDMENTS
 
            These Bylaws may be altered, amended or repealed or new Bylaws may
be adopted by the stockholders or by the Board of Directors in accordance with
the terms of the Certificate of Incorporation. If the power to adopt, amend or
repeal Bylaws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal Bylaws.