AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                          ADEZA BIOMEDICAL CORPORATION
 
                             a Delaware corporation
 
                                    ARTICLE I
                                  STOCKHOLDERS
 
      1.    ANNUAL MEETING. An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date and at such time as the Board of
Directors shall each year fix, which date shall be within 13 months of the last
annual meeting of stockholders.
 
      2.    ADVANCE NOTICE; PURPOSE OF MEETING. Nominations of persons for
election to the Board and the proposal of business to be transacted by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the notice given by the Corporation with respect to such meeting, (b) by or at
the direction of the Board or (c) by any stockholder of record of the
Corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
section.
 
            For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the General Corporation Law of the State of
Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any
such proposal or nomination is made, has provided the Corporation with a
Solicitation Notice, as that term is defined in subclause (c)(iii) of this
paragraph, such stockholder or beneficial owner must, in the case of a proposal,
have delivered a proxy statement and form of proxy to holders of at least the
percentage of the Corporation's voting shares required under applicable law to
carry any such proposal, or, in the case of a nomination or nominations, have
delivered a proxy statement and form of proxy to holders of a percentage of the
Corporation's voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this section. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less 120 days, and not more than 150 days, prior to the
first anniversary of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than 30 days
prior to or delayed by more than 60 days after the anniversary date of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later
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than the close of business on the later of (i) the 150th day prior to such
annual meeting or (ii) the 10th day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director and all information relating
to such person as would be required to be disclosed in solicitations of proxies
for the election of such nominees as directors pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such
person's written consent to serving as a director if elected; (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of a proposal, at
least the percentage of the Corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Corporation's voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
"Solicitation Notice").
 
            Notwithstanding anything in the second sentence of the second
paragraph of this Section to the contrary, in the event that the number of
directors to be elected to the Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least 55 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation.
 
            Only persons nominated in accordance with the procedures set forth
in this Section shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.
 
            For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
 
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            Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section. Nothing in this Section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
 
      3.    SPECIAL MEETINGS; NOTICE. Special meetings of the stockholders,
other than those required by statute, may be called at any time in accordance
with the provisions of the Certificate of Incorporation only by the Chairman of
the Board of Directors or the President or by the Board of Directors acting
pursuant to a resolution adopted by a majority of the Whole Board of Directors.
For purposes of these Bylaws, the term "Whole Board" shall mean the total number
of authorized directors whether or not there exist any vacancies in previously
authorized directorships. The Board of Directors may postpone or reschedule any
previously scheduled special meeting.
 
            Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this paragraph, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in Section 2 of
this Article I. Nominations by stockholders of persons for election to the Board
of Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by the second paragraph of Section 2 of this
Article I shall be delivered to the Secretary at the principal executive offices
of the Corporation not later than the close of business on the later of the 90th
day prior to such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
 
            Notwithstanding the foregoing provisions of this Section 3, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 3. Nothing in this Section 3 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
      4.    NOTICE OF MEETINGS. Notice of the place, date, and time of all
meetings of the stockholders, and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, shall be given, not less than 10 nor more than 60 days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation of the Corporation).
 
            When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place, if any, thereof,
and the means of remote
 
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communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than 30 days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, notice of the place, if any, date, and time of the adjourned
meeting and the means of communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting, shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.
 
      5.    QUORUM. At any meeting of the stockholders, the holders of a
majority of all of the shares of stock entitled to vote at the meeting, present
in person or by proxy when the meeting convenes, shall constitute a quorum for
all purposes and for the entirety of the meeting, unless or except to the extent
that the presence of a larger number may be required by law. Where a separate
vote by a class or classes or series is required, a majority of the shares of
such class or classes or series present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote on that
matter.
 
            If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, date, or time.
 
      6.    ORGANIZATION. Such person as the Board of Directors may have
designated or, in the absence of such a person, the Chairman of the Board, or in
his or her absence, the President of the Corporation or, in his or her absence,
such person as may be chosen by the holders of a majority of the shares entitled
to vote who are present, in person or by proxy, shall call to order any meeting
of the stockholders and act as chairman of the meeting. In the absence of the
Secretary of the Corporation, the secretary of the meeting shall be such person
as the chairman of the meeting appoints.
 
      7.    CONDUCT OF BUSINESS. The chairman of any meeting of stockholders
shall determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of discussion
as seem to him or her in order. The chairman of the meeting shall have the power
to adjourn the meeting to another place, if any, date and time. The date and
time of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.
 
      8.    PROXIES AND VOTING. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
 
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            The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting may, and to the extent required by law,
shall, appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. Every vote taken by ballots shall be
counted by a duly appointed inspector or inspectors.
 
            All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law, all other matters shall be determined
by a majority of the votes cast affirmatively or negatively.
 
      9.    STOCK LIST. A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each class of stock
and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder for a period of at least 10 days prior to the meeting in the manner
provided by law.
 
            The stock list shall also be open to the examination of any
stockholder during the whole time of the meeting as provided by law. This list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.
 
                                   ARTICLE II
                               BOARD OF DIRECTORS
 
      1.    NUMBER, ELECTION AND TERM OF DIRECTORS. Subject to the rights of the
holders of any series of preferred stock to elect directors under specified
circumstances, the number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board. Each director shall be elected in the manner set
forth in the Certificate of Incorporation and shall hold office until such time
as set forth therein.
 
      2.    NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Any vacancies shall be
filled in the manner specified in the Certificate of Incorporation. Subject to
the rights of the holders of any series of preferred stock then outstanding,
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall, unless otherwise required by law or by resolution of the Board of
Directors, be filled only by a majority vote of the directors then in office,
though less than a quorum (and not by stockholders), and directors so chosen
shall serve for a term expiring at the annual meeting of stockholders at which
the term of office of the class to which they have been elected expires or until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors shall shorten the term of any
incumbent director.
 
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      3.    REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held at such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.
 
      4.    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or by two or more directors
then in office and shall be held at such place, on such date, and at such time
as they or he or she shall fix. Notice of the place, date, and time of each such
special meeting shall be given each director by whom it is not waived by mailing
written notice not less than five days before the meeting or by telephone or by
telegraphing or telexing or by facsimile transmission of the same not less than
24 hours before the meeting. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting.
 
      5.    QUORUM. At any meeting of the Board of Directors, a majority of the
Whole Board shall constitute a quorum for all purposes. If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to
another place, date, or time, without further notice or waiver thereof.
 
      6.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
Board of Directors, or of any committee thereof, may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.
 
      7.    CONDUCT OF BUSINESS. At any meeting of the Board of Directors,
business shall be transacted in such order and manner as the Board may from time
to time determine, and all matters shall be determined by the vote of a majority
of the directors present, except as otherwise provided herein or required by
law. Action may be taken by the Board of Directors without a meeting if all
members thereof consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed
with the minutes of proceedings of the Board of Directors. Such filing shall be
made in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
 
      8.    POWERS. The Board of Directors may, except as otherwise required by
law, exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:
 
            (a) To declare dividends from time to time in accordance with law;
 
            (b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
 
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            (c) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
 
            (d) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
 
            (e) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
 
            (f) To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its subsidiaries as it may determine;
 
            (g) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and
 
            (h) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business and affairs.
 
      9.    COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of the 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 paid a
stated salary or paid other compensation 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 III
                                   COMMITTEES
 
      1.    COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may
from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of any committee and any alternate member in his
or her place, the member or members of the committee present at the meeting and
not disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.
 
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      2.    CONDUCT OF BUSINESS. Each committee may determine the procedural
rules for meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; a majority of the
members shall constitute a quorum unless the committee shall consist of one (1)
or two (2) members, in which event one (1) member shall constitute a quorum; and
all matters shall be determined by the affirmative vote of a majority of the
members present. Action may be taken by any committee without a meeting if all
members thereof consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed
with the minutes of the proceedings of such committee. Such filing shall be made
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.
 
                                   ARTICLE IV
                                    OFFICERS
 
      1.    TITLES. The officers of the Corporation shall be chosen by the Board
of Directors and shall include a Chief Executive Officer or a President or both,
a Chief Financial Officer, a Secretary and a Treasurer. The Board of Directors
may also appoint other officers as are desired, including one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers. Any number of offices
may be held by the same person. All officers shall perform their duties and
exercise their powers subject to the Board of Directors.
 
      2.    ELECTION, TERM OF OFFICE AND VACANCIES. The officers shall be
elected annually by the Board of Directors at its regular meeting following the
annual meeting of the stockholders, and each officer shall hold office until the
next annual election of officers and until the officer's successor is elected
and qualified, or until the officer's death, resignation or removal. Any officer
may be removed at any time, with or without cause, by the Board of Directors.
Any vacancy occurring in any office may be filled by the Board of Directors.
 
      3.    RESIGNATION. Any officer may resign at any time upon notice to the
Corporation without prejudice to the rights, if any, of the Corporation under
any contract to which the officer is a party. The resignation of an officer
shall be effective when given unless the officer specifies a later time. The
resignation shall be effective regardless of whether it is accepted by the
Corporation.
 
      4.    CHIEF EXECUTIVE OFFICER. The Board of Directors shall designate a
Chief Executive Officer who may be the President or another person and may
prescribe the duties and powers of the Chief Executive Officer. Subject to the
provisions of these bylaws and to the direction of the Board of Directors, the
Chief Executive Officer shall have the responsibility for the general management
and control of the business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him or her by the Board of Directors. The
Chief Executive Officer shall have power to sign all contracts and other
instruments of the Corporation which are authorized.
 
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      5.    PRESIDENT. The President shall perform the duties and exercise the
powers of the Chief Executive Officer if the Corporation does not have a Chief
Executive Officer or in the event of the absence or disability of the Chief
Executive Officer. The President shall otherwise have such powers and duties
which are delegated to him or her by the Board of Directors. He or she shall
have power to sign all stock certificates, contracts and other instruments of
the Corporation which are authorized. If the Board of Directors has not
designated a person as the Chief Executive Officer or the Chief Executive
Officer has resigned and not been replaced, the President shall be the Chief
Executive Officer of the Corporation, in which case all references herein to the
President shall be deemed to refer to the President and/or the Chief Executive
Officer, as relevant.
 
      6.    VICE PRESIDENT. Each Vice President shall have such powers and
duties as may be delegated to him or her by the Board of Directors. One Vice
President or the Chief Financial Officer may be designated by the Board to
perform the duties and exercise the powers of the President in the event of the
President's absence or disability.
 
      7.    CHIEF FINANCIAL OFFICER; TREASURER AND ASSISTANT TREASURERS. Unless
the Board of Directors designates another Treasurer, the Chief Financial Officer
will be the Treasurer of the Corporation. Unless otherwise determined by the
Board of Directors or the Chief Executive Officer, the Chief Financial Officer
or the Treasurer shall have custody of the corporate funds and securities, shall
keep adequate and correct accounts of the Corporation's properties and business
transactions, shall disburse such funds of the Corporation as may be ordered by
the Board or the Chief Executive Officer (taking proper vouchers for such
disbursements), and shall render to the Chief Executive Officer and the Board,
at regular meetings of the Board or whenever the Board may require, an account
of all transactions and the financial condition of the Corporation. At the
request of the Treasurer, or in the Treasurer's absence or disability, any
Assistant Treasurer may perform any of the duties of the Treasurer and when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer.
 
      8.    SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall issue all
authorized notices for and shall keep minutes of all meetings of the
stockholders and the Board of Directors. He or she shall have charge of the
corporate books and shall perform such other duties as the Board of Directors
may from time to time prescribe. At the request of the Secretary, or in the
Secretary's absence or disability, any Assistant Secretary shall perform any of
the duties of the Secretary and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the Secretary.
 
      9.    OTHER OFFICERS. The other officers of the Corporation, if any, shall
exercise such powers and perform such duties as the Board of Directors or the
Chief Executive Officer shall prescribe.
 
      10.   COMPENSATION. The Board of Directors shall fix the compensation of
the Chief Executive Officer and may fix the compensation of other employees of
the Corporation, including the other officers. If the Board does not fix the
compensation of the other officers, the Chief Executive Officer shall fix such
compensation.
 
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      11.   ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS. Unless
otherwise directed by the Board of Directors, the Chairman of the Board, the
President or any officer of the Corporation authorized by the Chairman of the
Board or the President, shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of stockholders of, or
with respect to any action of stockholders of, any other corporation in which
the Corporation may hold securities and otherwise shall have power to exercise
any and all rights and powers which the Corporation may possess by reason of its
ownership of securities in such other corporation.
 
      12.   DELEGATION OF AUTHORITY. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.
 
                                    ARTICLE V
                                      STOCK
 
      1.    CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate signed by, or in the name of the Corporation by, the Chairman or
Vice Chairman or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.
 
      2.    TRANSFERS OF STOCK. Transfers of stock shall be made only upon the
transfer books of the Corporation kept at an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of Article V
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.
 
      3.    RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or 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, except as otherwise required by law, fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than 60 nor less than 10
days before the date of any meeting of stockholders, nor more than 60 days prior
to the time for such other action as hereinbefore described; provided, however,
that if no record date is fixed by the Board of Directors, 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, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.
 
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            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.
 
      4.    LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the loss,
theft or destruction of any certificate of stock, another may be issued in its
place pursuant to such regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.
 
      5.    REGULATIONS. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the Board
of Directors may establish.
 
                                   ARTICLE VI
                                     NOTICES
 
      1.    NOTICES. If mailed, notice to stockholders shall be deemed given
when deposited in the mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation. Without
limiting the manner by which notice otherwise may be given effectively to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the Delaware General Corporation Law.
 
      2.    WAIVERS. A written waiver of any notice, signed by a stockholder or
director, or waiver by electronic transmission by such person, whether given
before or after the time of the event for which notice is to be given, shall be
deemed equivalent to the notice required to be given to such person. Neither the
business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance
for the sole purpose of objecting to the timeliness of notice.
 
                                   ARTICLE VII
                                  MISCELLANEOUS
 
      1.    FACSIMILE SIGNATURES. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
 
      2.    CORPORATE SEAL. The Board of Directors may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board of Directors or a committee
thereof, duplicates of the seal may be kept and used by the Treasurer or by an
Assistant Secretary or Assistant Treasurer.
 
      3.    RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member
of any committee designated by the Board of Directors, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or
 
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statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.
 
      4.    FISCAL YEAR. The fiscal year of the Corporation shall be as fixed by
the Board of Directors.
 
      5.    TIME PERIODS. In applying any provision of these Bylaws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
 
                                  ARTICLE VIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
      1.    RIGHT TO INDEMNIFICATION. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 3 of this Article VIII with respect to proceedings
to enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.
 
      2.    RIGHT TO ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in Section 1 of this ARTICLE VIII shall include the right to be paid
by the Corporation the expenses (including attorney's fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so
 
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advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise.
 
      3.    RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 or 2
of this Article VIII is not paid in full by the Corporation within 60 days after
a written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be 20 days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its directors who
are not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article VIII or otherwise shall be on the Corporation.
 
      4.    NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the
advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise.
 
      5.    INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
 
      6.    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any officer, employee or agent of the
 
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Corporation to the fullest extent of the provisions of this Article with respect
to the indemnification and advancement of expenses of directors and officers of
the Corporation.
 
      7.    NATURE OF RIGHTS. The rights conferred upon indemnitees in this
Article VIII shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer or trustee and shall inure
to the benefit of the indemnitee's heirs, executors and administrators. Any
amendment, alteration or repeal of this Article VIII that adversely affects any
right of an indemnitee or its successors shall be prospective only and shall not
limit or eliminate any such right with respect to any proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took
place prior to such amendment or repeal.
 
                                   ARTICLE IX
                                   AMENDMENTS
 
            In furtherance and not in limitation of the powers conferred by law,
the Board of Directors is expressly authorized to adopt, amend and repeal these
Bylaws subject to the power of the holders of capital stock of the Corporation
to adopt, amend or repeal the Bylaws; provided, however, that, with respect to
the power of holders of capital stock to adopt, amend and repeal Bylaws of the
Corporation, notwithstanding any other provision of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law, these Bylaws or
any preferred stock, the affirmative vote of the holders of at least 66 2/3%
percent of the voting power of all of the then-outstanding shares entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to adopt, amend or repeal any provision of these Bylaws.
 
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                            CERTIFICATE OF SECRETARY
 
      This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation named in the title of these Bylaws and that such
Bylaws were duly adopted by the Board of Directors of such corporation as of
__________, 2004.
 
                                        ----------------------------------------
                                        Secretary