AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                                BIOENVISION, INC.
                            (A DELAWARE CORPORATION)
 
 
                          Dated as of November 13, 2002
 
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                                     BY-LAWS
 
                                TABLE OF CONTENTS
 
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ARTICLE 1 - STOCKHOLDERS.........................................................................................1
 
         1.1      Place of Meeting...............................................................................1
 
         1.2      Annual Meeting.................................................................................1
 
         1.3      Special Meetings...............................................................................1
 
         1.4      Notice of Meeting..............................................................................1
 
         1.5      Voting List....................................................................................1
 
         1.6      Quorum.........................................................................................2
 
         1.7      Adjournments...................................................................................2
 
         1.8      Voting and Proxies.............................................................................2
 
         1.9      Action at Meeting..............................................................................2
 
         1.10     Action without Meeting.........................................................................3
 
ARTICLE 2 - DIRECTORS............................................................................................3
 
         2.1      General Powers.................................................................................3
 
         2.2      Number.........................................................................................3
 
         2.3      Tenure, Election and Qualification.............................................................3
 
         2.4      Enlargement of the Board.......................................................................3
 
         2.5      Vacancies......................................................................................3
 
         2.6      Resignation....................................................................................4
 
         2.7      Regular Meetings...............................................................................4
 
         2.8      Special Meetings...............................................................................4
 
         2.9      Notice of Special Meetings.....................................................................4
 
         2.10     Meetings by Telephone Conference Calls.........................................................4
 
         2.11     Quorum.........................................................................................4
 
         2.12     Action of Meeting..............................................................................4
 
         2.13     Action by Consent..............................................................................5
 
         2.14     Removal........................................................................................5
 
         2.15     Committees.....................................................................................5
 
         2.16     Compensation of Directors......................................................................5
 
ARTICLE 3 - OFFICERS.............................................................................................5
 
         3.1      Enumeration....................................................................................5
 
         3.2      Election.......................................................................................6
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                                     BY-LAWS
 
                                TABLE OF CONTENTS
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         3.3      Qualification..................................................................................6
 
         3.4      Tenure.........................................................................................6
 
         3.5      Resignation and Removal........................................................................6
 
         3.6      Vacancies......................................................................................6
 
         3.7      Chairman of the Board and Vice-Chairman of the Board...........................................6
 
         3.8      President......................................................................................6
 
         3.9      Vice Presidents................................................................................7
 
         3.10     Secretary and Assistant Secretaries............................................................7
 
         3.11     Treasurer and Assistant Treasurers.............................................................7
 
         3.12     Salaries.......................................................................................8
 
ARTICLE 4 - CAPITAL STOCK........................................................................................8
 
         4.1      Issuance of Stock..............................................................................8
 
         4.2      Certificates of Stock..........................................................................8
 
         4.3      Transfers......................................................................................8
 
         4.4      Lost, Stolen or Destroyed Certificates.........................................................8
 
         4.5      Record Date....................................................................................9
 
         4.6      Dividends......................................................................................9
 
ARTICLE 5 - INDEMNIFICATION......................................................................................9
 
         5.1      Indemnification in Actions, Suits or Proceedings Other Than Those by or in the Right
                  of the Corporation.............................................................................9
 
         5.2      Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation........10
 
         5.3      Authorization of Indemnification..............................................................11
 
         5.4      Advancement of Expenses.......................................................................11
 
         5.5      Section Not Exclusive.........................................................................11
 
ARTICLE 6 - GENERAL PROVISIONS..................................................................................11
 
         6.1      Fiscal Year...................................................................................11
 
         6.2      Corporate Seal................................................................................12
 
         6.3      Notice........................................................................................12
 
         6.4      Waiver of Notice..............................................................................12
 
         6.5      Voting of Securities..........................................................................12
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                                       ii
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                                     BY-LAWS
 
                                TABLE OF CONTENTS
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         6.6      Corporate Records.............................................................................12
 
         6.7      Disallowed Compensation.......................................................................12
 
         6.8      Evidence of Authority.........................................................................12
 
         6.9      Certificate of Incorporation..................................................................13
 
         6.10     Transactions with Interested Parties..........................................................13
 
         6.11     Severability..................................................................................13
 
         6.12     Pronouns......................................................................................13
 
ARTICLE 7 - AMENDMENTS..........................................................................................13
 
         7.1      By the Board of Directors.....................................................................13
 
         7.2      By the Stockholders...........................................................................13
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                              AMENDED AND RESTATED
 
                                     BYLAWS
                                       OF
                                BIOENVISION, INC.
 
ARTICLE 1 - STOCKHOLDERS
 
      1.1   Place of Meeting. All meetings of stockholders of Bioenvision, Inc.
            (the "Corporation") shall be held at such place within or without
            the State of Delaware as may be designated from time to time by the
            Board of Directors or the President or, if not so designated, at the
            registered office of the Corporation.
 
      1.2   Annual Meeting. The annual meeting of stockholders for the election
            of directors and for the transaction of such other business as may
            properly be brought before the meeting shall be held in each year at
            such time, date and place as may be fixed by the Board of Directors
            or the President or Chief Executive Officer. If this date shall fall
            upon a legal holiday at the place of the meeting, then such meeting
            shall be held on the next succeeding business day at the same hour.
            If no annual meeting is held in accordance with the foregoing
            provisions, the Board of Directors shall cause the meeting to be
            held as soon thereafter as convenient. If no annual meeting is held
            in accordance with the foregoing provisions, a special meeting may
            be held in lieu of the annual meeting, and any action taken at that
            special meeting shall have the same effect as if it had been taken
            at the annual meeting, and in such case all references in these
            Amended and Restated Bylaws to the annual meeting of the
            stockholders shall be deemed to refer to such special meeting.
 
      1.3   Special Meetings. Special meetings of stockholders may be called at
            any time by the President or Chief Executive Officer, the Board of
            Directors or the holders of a majority of the outstanding shares of
            the common stock, par value $.001 per share (the "Common Stock")
            entitled to vote at the special meeting. Business transacted at any
            special meeting of stockholders shall be limited to matters relating
            to the purpose or purposes stated in the notice of meeting.
 
      1.4   Notice of Meeting. Except as otherwise provided by applicable law,
            written notice of each meeting of stockholders, whether annual or
            special, shall be given not less than 10 nor more than 60 days
            before the date of the meeting to each stockholder entitled to vote
            at such meeting. The notices of all meetings shall state the place,
            date and hour of the meeting. The notice of a special meeting shall
            state, in addition, the purpose or purposes for which the meeting is
            called. If mailed, notice is deemed given when deposited in the
            United States mail, postage prepaid, directed to such stockholder at
            his address as it appears on the records of the Corporation. The
            notice of any meeting of stockholders may be delivered via facsimile
            transmission, telegram or telex. If such notice is delivered via
            facsimile transmission, telegram or telex, notice shall be deemed
            given at the time such transmission, telegram or telex is sent.
 
      1.5   Voting List. The officer who has charge of the stock ledger of the
            Corporation shall prepare, at least ten days before every meeting of
            stockholders, a complete
 
<PAGE>
 
            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, at a place
            within the city 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 of the meeting, and may be inspected by any stockholder
            who is present. No share of stock upon which any installment is due
            and unpaid shall be voted at any meeting.
 
      1.6   Quorum. Except as otherwise provided by law, the Certificate of
            Incorporation or these Amended and Restated Bylaws, the holders of a
            majority of the shares of the capital stock of the Corporation
            issued and outstanding and entitled to vote at the meeting, present
            in person or represented by proxy, shall constitute a quorum for the
            transaction of business.
 
      1.7   Adjournments. Any meeting of stockholders may be adjourned to any
            other time and to any other place at which a meeting of stockholders
            may be held under these Amended and Restated Bylaws by the
            stockholders present or represented at the meeting and entitled to
            vote, although less than a quorum, or, if no stockholder is present,
            by any officer entitled to preside at or to act as Secretary of such
            meeting. It shall not be necessary to notify any stockholder of any
            adjournment of less than 30 days if the time and place of the
            adjourned meeting are announced at the meeting at which adjournment
            is taken, unless after the adjournment a new record date is fixed
            for the adjourned meeting. At the adjourned meeting, the Corporation
            may transact any business which might have been transacted at the
            original meeting.
 
      1.8   Voting and Proxies. Each stockholder shall have one vote for each
            share of stock entitled to vote held of record by such stockholder
            and a proportionate vote for each fractional share so held, unless
            otherwise provided in the Certificate of Incorporation. Each
            stockholder of record entitled to vote at a meeting of stockholders,
            or to express consent or dissent to corporate action in writing
            without a meeting, may vote or express such consent or dissent in
            person or may authorize another person or persons to vote or act for
            him by written proxy executed by the stockholder or his authorized
            agent and delivered to the Secretary of the Corporation. No such
            proxy shall be voted or acted upon after three years from the date
            of its execution, unless the proxy expressly provides for a longer
            period.
 
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable proxy regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the Corporation
generally.
 
      1.9   Action at Meeting. When a quorum is present at any meeting, the
            holders of a majority of the stock present or represented and voting
            on a matter (or if there are two or more classes of stock entitled
            to vote as separate classes, then in the
 
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            case of each such class, the holders of a majority of the stock of
            that class present or represented and voting on a matter) shall
            decide any matter to be voted upon by the stockholders at such
            meeting, except when a different vote is required by express
            provision of law, the Certificate of Incorporation or these Amended
            and Restated Bylaws. Any election of directors by stockholders shall
            be determined by a plurality of the votes cast by the stockholders
            entitled to vote on such election of directors.
 
      1.10  Action without Meeting.
 
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 vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. 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.
 
                              ARTICLE 2 - DIRECTORS
 
      2.1   General Powers. The business and affairs of the Corporation shall be
            managed by or under the direction of a Board of Directors, who may
            exercise all of the powers of the Corporation except as otherwise
            provided by applicable law, the Certificate of Incorporation, as
            amended from time to time, or these Amended and Restated Bylaws. In
            the event of a vacancy in the Board of Directors, the remaining
            directors, except as otherwise provided by applicable law, may
            exercise the powers of the full Board of Directors until the vacancy
            is filled.
 
      2.2   Number. The number of directors which shall constitute the whole
            Board of Directors shall not be less than three (3) nor more than
            twelve (12). Subject to the provisions of the Company's Certificate
            of Incorporation, as amended from time to time, the number of
            directors may be increased or decreased at any time and from time to
            time either by the affirmative vote of a majority in interest of the
            Corporation's capital stock or by the affirmative vote of a majority
            of the directors then in office, pursuant to these Amended and
            Restated ByLaws, the Certificate of Incorporation and applicable
            law.
 
      2.3   Tenure, Election and Qualification. The directors shall be elected
            at the annual meeting of stockholders by such stockholders as have
            the right to vote on such election. At each annual meeting of
            stockholders, directors elected to succeed those whose terms are
            expiring shall be elected for a term of one year, and until their
            respective successors are duly elected and qualified, or until such
            director's earlier death, resignation or removal. Directors need not
            be residents of the State of Delaware or stockholders of the
            Corporation.
 
      2.4   Enlargement of the Board. Subject to the provisions of the Company's
            Certificate of Incorporation, as amended from time to time, the
            number of directors may be increased at any time and from time to
            time by affirmative vote of the holders of a majority of the shares
            of the Corporation's capital stock
 
<PAGE>
 
            entitled to vote thereon or by a affirmative vote of a majority of
            the directors then in office.
 
      2.5   Vacancies. Unless and until filled by the stockholders, any vacancy
            in the Board of Directors, however occurring, including a vacancy
            resulting from an enlargement of the Board of Directors, may be
            filled by the affirmative vote of a majority of the directors then
            in office, although less than a quorum, or by a sole remaining
            director. A director elected to fill a vacancy shall be elected for
            the unexpired term of his predecessor in office, and a director
            chosen to fill a position resulting from an increase in the number
            of directors shall hold office until the next annual meeting of
            stockholders and until his successor is duly elected and qualified,
            or until his earlier death, resignation or removal.
 
      2.6   Resignation. Any director may resign by delivering his written
            resignation to the Corporation at its principal office or to the
            President or Chief Executive Officer or Secretary. Such resignation
            shall be effective upon receipt, unless it is specified to be
            effective at some other time or upon the happening of some other
            event.
 
      2.7   Regular Meetings. Regular meetings of the Board of Directors may be
            held without notice at such time and place, either within or without
            the State of Delaware, as shall be determined at any time and from
            time to time by the Board of Directors; provided that any director
            who is absent when such a determination is made shall be given
            notice of the determination. A regular meeting of the Board of
            Directors may be held without notice immediately after and at the
            same place as the annual meeting of stockholders.
 
      2.8   Special Meetings. Special meetings of the Board of Directors may be
            held at any time and place, within or without the State of Delaware,
            designated in a call by any single member of the Board of Directors
            or by the President or Chief Executive Officer of the Company.
 
      2.9   Notice of Special Meetings. Notice of any special meeting of
            directors shall be given to each director by the Secretary or by the
            officer or one of the directors calling the meeting. Notice shall be
            duly given to each director (i) by giving notice to such director in
            person or by telephone at least 48 hours in advance of the meeting,
            (ii) by sending a facsimile, telegram or telex, or delivering
            written notice by hand, to his last known business or home address
            at least 48 hours in advance of the meeting, or (iii) by delivering
            written notice to his last known business or home address at least
            72 hours in advance of the meeting by a nationally recognized
            overnight service (receipt requested). A notice or waiver of notice
            of a meeting of the Board of Directors need not specify the purposes
            of the meeting.
 
      2.10  Meetings by Telephone Conference Calls. Directors or any members of
            any committee designated by the directors may participate in a
            meeting of the Board of Directors or such committee by means of
            conference telephone or similar communications equipment by means of
            which all persons participating in the
 
<PAGE>
 
            meeting can hear each other, and participation by such means shall
            constitute presence in person at such meeting.
 
      2.11  Quorum. A majority of the total number of members of the whole Board
            of Directors shall constitute a quorum at all meetings of the Board
            of Directors. In the event one or more of the directors shall be
            disqualified to vote at any meeting, then the required quorum shall
            be reduced by one for each such director so disqualified; provided,
            however, that in no case shall a quorum be deemed to exist if the
            total number of non-disqualified board members is less than
            one-third (1/3) of the total number of board members. In the absence
            of a quorum at any such meeting, a majority of the directors present
            may adjourn the meeting from time to time without further notice
            other than announcement at the meeting, until a quorum shall be
            present.
 
      2.12  Action of Meeting. At any meeting of the Board of Directors at which
            a quorum is present, the vote of a majority of those present shall
            be sufficient to take any action, unless a different vote is
            required by law, the Certificate of Incorporation or these Amended
            and Restated Bylaws.
 
      2.13  Action by Consent. Any action required or permitted to be taken at
            any meeting of the Board of Directors or of any committee of the
            Board of Directors may be taken without a meeting, if all members of
            the Board of Directors or committee, as the case may be, consent to
            the action in writing, and the written consents are filed with the
            minutes of proceedings of the Board of Directors or such committee,
            as the case may be.
 
      2.14  Removal. Any one or more or all of the directors may be removed,
            with or without cause, by the holders of a majority of the shares
            then entitled to vote at an election of directors, except that the
            directors elected by the holders of a particular class or series of
            stock may be removed without cause only by vote of the holders of a
            majority of the outstanding shares of such class or series.
 
      2.15  Committees. The Board of Directors may, by resolution passed by a
            majority of the members of the entire Board of Directors, designate
            one or more committees; each committee to consist of one or more of
            the directors of the Corporation. The Board may designate one or
            more directors as alternate members of any committee, who may
            replace any absent or disqualified member at any meeting of the
            committee. In the absence or disqualification of a member of a
            committee, the member or members of the committee present at any
            meeting and not disqualified from voting, whether or not he or they
            constitute a quorum, may unanimously appoint another member of the
            Board of Directors to act at the meeting in the place of any such
            absent or disqualified member. Any such committee, to the extent
            provided in a resolution of the Board of Directors and subject to
            the provisions of the General Corporation Law of the State of
            Delaware, 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. Each
            such committee shall keep minutes and make such reports as the Board
            of Directors may at any time or
 
<PAGE>
 
            from time to time request. Except as the Board of Directors may
            otherwise determine, any committee may make rules for the conduct of
            its business, but unless otherwise provided by the Board of
            Directors or in such rules, its business shall be conducted as
            nearly as possible in the same manner as is provided in these
            Amended and Restated Bylaws for the Board of Directors.
 
      2.16  Compensation of Directors. Directors may be paid such compensation
            for their services as the Board of Directors may from time to time
            determine, and Directors shall be reimbursed for reasonable expenses
            (including travel expenses) incurred to attend meetings. No such
            payment shall preclude any director from serving the Corporation or
            any of its parent or subsidiary corporations in any other capacity
            and receiving compensation for such service.
 
                              ARTICLE 3 - OFFICERS
 
      3.1   Enumeration. The officers of the Corporation shall include a
            President and a Secretary and such other officers with such other
            titles as the Board of Directors shall determine, including a
            Chairman of the Board, a Vice-Chairman of the Board, and one or more
            Vice Presidents, Assistant Treasurers, and Assistant Secretaries.
            The Board of Directors may appoint such other officers as it may
            deem appropriate.
 
      3.2   Election. The officers of the corporation shall be elected annually
            by the Board of Directors at its first meeting following the annual
            meeting of stockholders. Other officers may be appointed by the
            Board of Directors at such meeting or at any other meeting.
 
      3.3   Qualification. No officer need be a stockholder. Any two or more
            offices may be held by the same person.
 
      3.4   Tenure. Except as otherwise provided by law, by the Certificate of
            Incorporation or by these Amended and Restated Bylaws, each officer
            shall hold office until his successor is elected and qualified,
            unless a different term is specified in the vote choosing or
            appointing him, or until his earlier death, resignation or removal.
 
      3.5   Resignation and Removal. Any officer may resign by delivering his
            written resignation to the Corporation at its principal office or to
            the President or Secretary. Such resignation shall be effective upon
            receipt unless it is specified to be effective at some other time or
            upon the happening of some other event.
 
Any officer appointed by the Board of Directors may be removed at any time, with
or without cause, by vote of a majority of the entire number of directors then
in office. Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the Corporation.
 
<PAGE>
 
      3.6   Vacancies. The Board of Directors may fill any vacancy occurring in
            any office for any reason and may, in its discretion, leave unfilled
            for such period as it may determine any offices other than those of
            President and Secretary. Each such successor shall hold office for
            the unexpired term of his predecessor and until his successor is
            elected and qualified, or until his earlier death, resignation or
            removal.
 
      3.7   Chairman of the Board and Vice-Chairman of the Board. The Board of
            Directors may appoint a Chairman of the Board. If the Board of
            Directors appoints a Chairman of the Board, he shall perform such
            duties and possess such powers as are assigned to him by the Board
            of Directors. If the Board of Directors appoints a Vice-Chairman of
            the Board, he shall, in the absence or disability of the Chairman of
            the Board, perform the duties and exercise the powers of the
            Chairman of the Board and shall perform such other duties and
            possess such other powers as may from time to time be vested in him
            by the Board of Directors.
 
      3.8   President. Unless the Board of Directors otherwise determines, the
            President shall be the chief executive officer of the Corporation.
            The President shall, subject to the direction of the Board of
            Directors, have general charge and supervision of the business of
            the Corporation. Unless otherwise provided by the Board of
            Directors, he shall preside at all meetings of the stockholders, and
            if he is a director, at all meetings of the Board of Directors. The
            President shall perform such other duties and shall have such other
            powers as the Board of Directors may from time to time prescribe.
 
      3.9   Vice Presidents. Any Vice President shall perform such duties and
            possess such powers as the Board of Directors or the President may
            from time to time prescribe. In the event of the absence, inability
            or refusal to act of the President, the Vice President designated as
            the chief operating officer of the Corporation shall perform the
            duties of the President and when so performing shall have all the
            powers of and be subject to all the restrictions upon the President.
            The Board of Directors may assign to any Vice President the title of
            Executive Vice President, Senior Vice President or any other title
            selected by the Board of Directors.
 
      3.10  Secretary and Assistant Secretaries. The Secretary shall perform
            such duties and shall have such powers as the Board of Directors or
            the President may from time to time prescribe. In addition, the
            Secretary shall perform such duties and have such powers as are
            incident to the office of the secretary, including, without
            limitation, the duty and power to give notices of all meetings of
            stockholders and special meetings of the Board of Directors, to
            attend all meetings of stockholders and the Board of Directors and
            keep a record of the proceedings, to maintain a stock ledger and
            prepare lists of stockholders and their addresses as required, to be
            custodian of corporate records and the corporate seal and to affix
            and attest to the same on documents. The Board of Directors may
            assign to any Secretary the title of Corporate Secretary or any
            other title selected by the Board of Directors.
 
<PAGE>
 
Any Assistant Secretary shall perform such duties and possess such powers as the
Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.
 
In the absence of the Secretary or any Assistant Secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary secretary to keep a record of the meeting.
 
      3.11  Treasurer and Assistant Treasurers. The Treasurer shall perform such
            duties and shall have such powers as may from time to time be
            assigned to him by the Board of Directors or the President. In
            addition, the Treasurer shall perform such duties and have such
            powers as are incident to the office of treasurer, including,
            without limitation, the duty and power to keep and be responsible
            for all funds and securities of the Corporation, to deposit funds of
            the Corporation in depositories selected in accordance with these
            Amended and Restated Bylaws, to disburse such funds as ordered by
            the Board of Directors, to make proper accounts of such funds, and
            to render as required by the Board of Directors statements of all
            such transactions and of the financial condition of the Corporation.
 
The assistant Treasurers shall perform such duties and possess such powers as
the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability, or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.
 
      3.12  Salaries. Officers of the Corporation shall be entitled to such
            salaries, compensation or reimbursement as shall be fixed or allowed
            from time to time by the Board of Directors.
 
                           ARTICLE 4 - CAPITAL STOCK
 
      4.1   Issuance of Stock. Unless otherwise voted by the stockholders and
            subject to the provisions of the Certificate of Incorporation, the
            whole or any part of any unissued balance of the authorized capital
            stock of the Corporation or the whole or any part of any unissued
            balance of the authorized capital stock of the Corporation held in
            its treasury may be issued, sold, transferred or otherwise disposed
            of by the affirmative vote of the Board of Directors in such manner,
            for such consideration and on such terms as the Board of Directors
            may determine.
 
      4.2   Certificates of Stock. The stock certificates of the Corporation
            shall be numbered and registered in the share ledger and transfer
            books of the Corporation as they are issued. Every holder of stock
            of the Corporation shall be entitled to have a certificate, in such
            form as may be prescribed by law and by the Board of Directors,
            certifying the number and class of shares owned by him in the
            Corporation. Each such certificate shall bear the corporate seal and
            be signed by, or in the name of, the Corporation by the Chairman or
            Vice-
 
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            Chairman, if any, of the Board of Directors, or the President or a
            Vice President, and by the Treasurer or an Assistant Treasurer, or
            the Secretary or an Assistant Secretary of the Corporation. Any and
            all of the signatures on the certificate may be a facsimile.
 
Each certificate for shares of stock which are subject to any restriction on
transfer pursuant to the Certificate of Incorporation, the Amended and Restated
Bylaws, applicable securities laws or any agreement among any number of
shareholders or among such holders and the Corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restrictions.
 
      4.3   Transfers. Except as otherwise established by rules and regulations
            adopted by the Board of Directors, and subject to applicable law,
            shares of stock may be transferred on the books of the Corporation
            by the surrender to the Corporation or its transfer agent of the
            certificate representing such shares properly endorsed or
            accompanied by a written assignment or power of attorney properly
            executed, and with such proof of authority or the authenticity of
            signature as the Corporation or its transfer agent may reasonably
            require. Except as may be otherwise required by law, by the
            Certificate of Incorporation or by these Amended and Restated
            Bylaws, the Corporation shall be entitled to treat the record holder
            of stock as shown on its books as the owner of such stock for all
            purposes, including the payment of dividends and the right to vote
            with respect to such stock, regardless of any transfer, pledge or
            other disposition of such stock until the shares have been
            transferred on the books of the Corporation in accordance with the
            requirements of these Amended and Restated Bylaws.
 
      4.4   Lost, Stolen or Destroyed Certificates. The Corporation may issue a
            new certificate of stock in place of any previously issued
            certificate alleged to have been lost, stolen, or destroyed, upon
            such terms and conditions as the Board of Directors may prescribe,
            including the presentation of reasonable evidence of such loss,
            theft or destruction and the giving of such indemnity as the Board
            of Directors may require for the protection of the Corporation or
            any transfer agent or registrar.
 
      4.5   Record Date. The Board of Directors may fix in advance a date as a
            record date for the determination of the stockholders entitled to
            notice of or to vote at any meeting of stockholders or to express
            consent (or dissent) to corporate action in writing without a
            meeting, or entitled to receive payment of any dividend or other
            distribution or allotment of any rights in respect of any change,
            conversion or exchange of stock, or for the purpose of any other
            lawful action. Such record date shall not be more than 60 nor less
            than 10 days before the date of such meeting, nor more than 60 days
            prior to any other action to which such record date relates.
 
If no record date is fixed:
      (a)        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 before the day on which notice is given, or, if
            notice is waived, at the close of business on the day before the day
            on which the meeting is held;
 
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      (b)        the record date for determining stockholders entitled to
            express consent to corporate action in writing without a meeting,
            when no prior action by the Board of Directors is necessary, shall
            be the day on which the first written consent is expressed;
 
      (c)        the record date for determining stockholders for any other
            purpose shall be at the close of business on the day on which the
            Board of Directors adopts the resolution relating to such purpose.
 
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.
 
      4.6   Dividends. Subject to the provisions of the Certificate of
            Incorporation, the Board of Directors may at any regular or special
            meeting declare dividends upon the stock of the Corporation either
            (i) out of its surplus, as defined in and computed in accordance
            with Delaware General Corporation Law Section 154 and 244 or (ii) in
            case there shall be no such surplus, out of its net profits for the
            fiscal year in which the dividend is declared and/or the preceding
            fiscal year. Before the declaration of any dividend, the Board of
            Directors may set apart, out of any funds of the Corporation
            available for dividends, such sum or sums as from time to time in
            their discretion may be deemed proper for working capital or as a
            reserve fund to meet contingencies or for such other purposes as
            shall be deemed conductive to the interests of the Corporation.
 
                          ARTICLE 5 - INDEMNIFICATION
 
      5.1   Indemnification in Actions, Suits or Proceedings Other Than Those by
            or in the Right of the Corporation. (a) The Corporation shall
            indemnify any person who was or is a party or is threatened to be
            made a party to any threatened, pending or completed action, suit or
            proceeding (whether civil, criminal, administrative or
            investigative) by reason of the fact that such person is or was a
            director or officer of the Corporation, or is or was serving at the
            request of the Corporation as a director or officer of another
            corporation, partnership, joint venture, trust, employee benefit
            plan or other enterprise, against expenses (including attorneys'
            fees), judgments, fines and amounts paid in settlement actually and
            reasonably incurred by such person in connection with such action,
            suit or proceeding, if such person acted in good faith and in a
            manner which such person reasonably believed to be in or not opposed
            to the best interests of the Corporation, and, with respect to any
            criminal action or proceeding, had no reasonable cause to believe
            that such conduct was unlawful. The termination of any action, suit
            or proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not, of itself,
            create a presumption that the person did not act in good faith and
            in a manner which such person reasonably believed to be in or not
            opposed to the best interests of the Corporation, and, with respect
            to any criminal action or proceeding, had reasonable cause to
            believe that such conduct was unlawful.
 
<PAGE>
 
      (b)        The Corporation may indemnify any person who was or is a party
            or is threatened to be made a party to any threatened, pending or
            completed action, suit or proceeding (whether civil, criminal,
            administrative or investigative) by reason of the fact that such
            person is or was an employee or agent of the Corporation, or is or
            was serving at the request of the Corporation as an employee or
            agent of another corporation, partnership, joint venture, trust,
            employee benefit plan or other enterprise, against expenses
            (including attorneys' fees), judgments, fines and amounts paid in
            settlement actually and reasonably incurred by such person in
            connection with such action, suit or proceeding, if such person
            acted in good faith and in a manner which such person reasonably
            believed to be in or not opposed to the best interests of the
            Corporation, and, with respect to any criminal action or proceeding,
            had no reasonable cause to believe that such conduct was unlawful.
            The termination of any action, suit or proceeding by judgment,
            order, settlement, conviction, or upon a plea of nolo contendere or
            its equivalent, shall not, of itself, create a presumption that the
            person did not act in good faith and in a manner which such person
            reasonably believed to be in or not opposed to the best interest of
            the Corporation, and, with respect to any criminal action or
            proceeding, had reasonable cause to believe that such conduct was
            unlawful.
 
      5.2   Indemnification in Actions, Suits or Proceedings by or in the Right
            of the Corporation. (a) The Corporation shall indemnify any person
            who was or is a party or is threatened to be made a party to any
            threatened, pending or completed action, suit or proceeding by or in
            the right of the Corporation to procure a judgment in its favor by
            reason of the fact that such person is or was a director or officer
            of the Corporation, or is or was serving at the request of the
            Corporation as a director or officer of another corporation,
            partnership, joint venture, trust, employee benefit plan or other
            enterprise, against expenses (including attorneys' fees) actually
            and reasonably incurred by such person in connection with the
            defense or settlement of such action or suit if such person acted in
            good faith and in a manner which such person reasonably believed to
            be in or not opposed to the best interest of the Corporation. No
            such indemnification shall be made in respect of any claim, issue or
            matter as to which such person shall have been adjudged to be liable
            to the Corporation unless and only to the extent that the court in
            which such action or suit was brought shall determine upon
            application that, despite the adjudication of liability but in view
            of all the circumstances of the case, such person is fairly and
            reasonably entitled to indemnity for such expenses which such court
            shall deem proper.
 
      (b)        The Corporation may indemnify any person who was or is a party
            or is threatened to be made a party to any threatened, pending or
            completed action, suit or proceeding by or in the right of the
            Corporation to procure a judgment in its favor by reason of the fact
            that such person is or was an employee or agent of the Corporation,
            or is or was serving at the request of the Corporation as an
            employee or agent of another corporation, partnership, joint
            venture, trust, employee benefit plan or other enterprise, against
            expenses (including attorneys' fees) actually and reasonably
            incurred by such person in connection with the defense or settlement
            of such action or suit if such person acted in good
 
<PAGE>
 
            faith and in an manner as to which such person shall have been
            adjudged to be liable to the Corporation unless and only to the
            extent that the court in which such action or suit was brought shall
            determine upon application that, despite the adjudication of
            liability but in view of all the circumstances of the case, such
            person is fairly and reasonably entitled to indemnity for such
            expenses which such court shall deem proper.
 
      5.3   Authorization of Indemnification. Any indemnification under this
            Article 5 shall be made by the Corporation only as authorized in the
            specific case upon a determination that indemnification of the
            director, officer, employee or agent is proper in the circumstances
            because such person or persons have met the applicable standard of
            conduct set forth in Sections 5.1 and 5.2 hereof. Such determination
            shall be made (i) by a majority vote of the directors who are not
            parties to such action, suit or proceeding, even though less than a
            quorum, or (ii) if there are no such directors, or if such directors
            so direct, by independent legal counsel in a written opinion, or
            (iii) by the stockholders.
 
      5.4   Advancement of Expenses. The Corporation shall, if so requested by
            an officer or director, advance expenses (including attorneys' fees)
            incurred by a director or officer in advance of the final
            disposition of such action, suit or proceeding upon the receipt of
            an undertaking by or on behalf of the director or officer to repay
            such amount if it shall ultimately be determined that such director
            or officer is not entitled to indemnification.
 
The Corporation may advance expenses (including attorneys' fees) incurred by an
employee or agent in advance of the final disposition of such action, suit or
proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
 
      5.5   Section Not Exclusive. Notwithstanding any limitation to the
            contrary contained in this Article 5, the Corporation shall, to the
            fullest extent permitted by Section 145 of the General Corporation
            Law of the State of Delaware, as the same may be amended and
            supplemented, indemnify any and all persons whom it shall have power
            to indemnify under said section from and against any and all of the
            expenses, liabilities or other matters referred to in or covered by
            any other rights to which those indemnified may be entitled under
            any provision of these Amended and Restated Bylaws, agreement, vote
            of stockholders or disinterested Directors or otherwise, both as to
            action in his official capacity and as to action in another capacity
            while holding such office, and shall continue as to a person who has
            ceased to be director, officer, employee or agent and shall inure to
            the benefit of the heirs, executors and administrators of such a
            person.
 
                         ARTICLE 6 - GENERAL PROVISIONS
 
      6.1   Fiscal Year. The fiscal year of the Corporation shall be the twelve
            months ending on June 30 of each calendar year.
 
<PAGE>
 
      6.2   Corporate Seal. The corporate seal shall have inscribed thereon the
            name of the Corporation, the year of its organization and the words
            "Corporate Seal, Delaware."
 
      6.3   Notice. Whenever written notice is required to be given to any
            person, it may be given to such person, either personally or by
            sending a copy thereof through the mail, or by telegram, charge
            prepaid, to his address appearing on the books of the Corporation,
            or supplied by him to the Corporation for the purpose of notice. If
            the notice is sent by mail or by telegraph, it shall be deemed to
            have been given to the person entitled thereto when deposited in the
            United States mail or with a telegraph office for transmission to
            such person. Such notice shall specify the place, day and hour of
            the meeting and, in the case of a special meeting of stockholders,
            the general nature of the business to be transacted.
 
      6.4   Waiver of Notice. Whenever any notice whatsoever is required to be
            given by law, by the Certificate of Incorporation or by these
            Amended and Restated Bylaws, a waiver of such notice either in
            writing signed by the person entitled to such notice or such
            person's duly authorized attorney, or by telegraph, cable or any
            other available method, whether before, at or after the time stated
            in such waiver, or the appearance of such person or persons at such
            meeting in person or by proxy, shall be deemed equivalent to such
            notice.
 
      6.5   Voting of Securities. Except as the directors may otherwise
            designate, the President or Treasurer may waive notice of, and act
            as, or appoint any person or persons to act as, proxy or
            attorney-in-fact for this corporation (with or without power of
            substitution) at, any meeting of stockholders or shareholders of any
            other corporation or organization, the securities of which may be
            held by this corporation.
 
      6.6   Corporate Records. 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 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
            shall be the person who seeks the right of inspection, the demand
            under oath shall be accompanied by a power of attorney or such other
            writing which 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 this state or at its
            principal place of business.
 
      6.7   Disallowed Compensation. Any payments made to an officer or employee
            of the Corporation such as a salary, commission, bonus, interest,
            rent, travel or entertainment expense incurred by him, which shall
            be disallowed in whole or in part as a deductible expense by the
            Internal Revenue Service, shall be reimbursed by such officer or
 
<PAGE>
 
            employee to the Corporation to the full extent of such disallowance.
            It shall be the duty of the directors, as a Board, to enforce
            payment of each such amount disallowed. In lieu of payment by the
            officer or employee, subject to the determination of the directors,
            proportionate amounts may be withheld from his future compensation
            payments until the amount owed to the Corporation has been
            recovered.
 
      6.8   Evidence of Authority. A certificate by the Secretary, or an
            Assistant Secretary, or a temporary Secretary as to any action taken
            by the stockholders, directors, a committee or any officer or
            representative of the Corporation shall as to all persons who rely
            on the certificate in good faith be conclusive evidence of such
            action.
 
      6.9   Certificate of Incorporation. All references in these Amended and
            Restated Bylaws to the Certificate of Incorporation shall be deemed
            to refer to the Certificate of Incorporation of the Corporation, as
            amended and in effect from time to time.
 
      6.10  Transactions with Interested Parties. All contracts or transactions
            between the Corporation and one or more of the directors or
            officers, or between the Corporation and any other corporation,
            partnership, association, another organization in which one or more
            of the directors or officers are directors or officers, or have a
            financial interest, shall be approved by a majority of the outside
            directors of the Corporation before the Corporation shall be
            permitted to perform its obligations under such contracts or
            transactions.
 
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.
 
      6.11  Severability. Any determination that any provision of these Amended
            and Restated Bylaws is for any reason inapplicable, illegal or
            ineffective shall not affect or invalidate any other provision of
            these Amended and Restated Bylaws.
 
      6.12  Pronouns. All pronouns used in these Amended and Restated Bylaws
            shall be deemed to refer to the masculine, feminine or neuter,
            singular or plural, as the identity of the person or persons may
            require.
 
                             ARTICLE 7 - AMENDMENTS
 
      7.1   By the Board of Directors. Subject to the provisions of the
            Company's Certificate of Incorporation, as amended from time to
            time, these Amended and Restated Bylaws may be altered, amended or
            repealed or new bylaws may be adopted by the affirmative vote of a
            majority of the directors present at any regular or special meeting
            of the Board of Directors at which a quorum is present.
 
      7.2   By the Stockholders. Subject to the provisions of the Company's
            Certificate of Incorporation, as may be amended from time to time,
            these Amended and Restated Bylaws may be altered, amended or
            repealed or new by-laws may be adopted at any regular meeting of
            stockholders, or at any special meeting of stockholders, provided
            notice of such alteration, amendment, repeal or adoption of new
            bylaws shall have been stated in the notice of such special meeting
            by an affirmative vote of the holders of a majority of the shares of
            the Corporation's
 
<PAGE>
 
            Common Stock and the holders of a majority of the shares of the
            Corporation's Preferred Stock, irrespective of class or series, with
            the Common Stock and the Preferred Stock voting as separate class.