BY-LAWS
                                       OF
                                   TDOP, INC.
 
                                    ARTICLE I
                                  Stockholders
 
                  SECTION 1. Annual Meeting. The annual meeting of the
stockholders of the Corporation shall be held on such date, at such time and at
such place within or without the State of Delaware as may be designated by the
Board of Directors, for the purpose of electing Directors and for the
transaction of such other business as may be properly brought before the
meeting.
 
                  SECTION 2. Special Meetings. Except as otherwise provided in
the Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by the Chairman of the Board, the
President or the Secretary at the request in writing of stockholders holding
together at least twenty-five percent of the number of shares of stock
outstanding and entitled to vote at such meeting. Any special meeting of the
stockholders shall be held on such date, at such time and at such place within
or without the State of Delaware as the Board of Directors or the officer
calling the meeting may designate. At a special meeting of the stockholders, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting unless all of the stockholders are
present in person or by proxy, in which case any and all business may be
transacted at the meeting even though the meeting is held without notice.
 
                  SECTION 3. Notice of Meetings. Except as otherwise provided in
these ByLaws or by law, a written notice of each meeting of the stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder of the Corporation entitled to vote at
such meeting at his address as it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
 
                  SECTION 4. Quorum. At any meeting of the stockholders, the
holders of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number of shares shall be required by law, by the
Certificate of Incorporation or by these By-Laws, in which case the
representation of the number of shares so required shall constitute a quorum;
provided that at any meeting of the stockholders at which the holders of any
class of stock of the Corporation shall be entitled to vote separately as a
class, the holders of a majority in number of the total outstanding shares of
such class, present in person or represented by proxy, shall constitute a quorum
for
 
                                       -1-
 
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purposes of such class vote unless the representation of a larger number of
shares of such class shall be required by law, by the Certificate of
Incorporation or by these By-Laws.
 
                  SECTION 5. Adjourned Meetings. Whether or not a quorum shall
be present in person or represented at any meeting of the stockholders, the
holders of a majority in number of the shares of stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
may adjourn from time to time; provided, however, that if the holders of any
class of stock of the Corporation are entitled to vote separately as a class
upon any matter at such meeting, any adjournment of the meeting in respect of
action by such class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or represented by proxy
and entitled to vote at such meeting. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the stockholders, or the holders of any class of stock
entitled to vote separately as a class, as the case may be, may transact any
business which might have been transacted by them at the original meeting. If
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting.
 
                  SECTION 6. Organization. The Chairman of the Board or, in his
absence, the President or any Vice President shall call all meetings of the
stockholders to order, and shall act as Chairman of such meetings. In the
absence of the Chairman of the Board, the President and all of the Vice
Presidents, the holders of a majority in number of the shares of stock of the
Corporation present in person or represented by proxy and entitled to vote at
such meeting shall elect a Chairman.
 
                  The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the Chairman
may appoint any person to act as Secretary of the meeting. It shall be the duty
of the secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held, for the ten days next
preceding the meeting, to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, and shall be produced
and kept at the time and place of the meeting during the whole time thereof and
subject to the inspection of any stockholder who may be present.
 
                  SECTION 7. Voting. Except as otherwise provided in the 
Certificate of Incorporation or by law, each stockholder shall be entitled to
one vote for each share of the capital stock of the Corporation registered in
the name of such stockholder upon the books of the
 
                                       -2-
 
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Corporation. Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. When directed by the presiding officer or
upon the demand of any stockholder, the vote upon any matter before a meeting of
stockholders shall be by ballot. Except as otherwise provided by law or by the
Certificate of Incorporation, Directors shall be elected by a plurality of the
votes cast at a meeting of stockholders by the stockholders entitled to vote in
the election and, whenever any corporate action, other than the election of
Directors is to be taken, it shall be authorized by a majority of the votes cast
at a meeting of stockholders by the stockholders entitled to vote thereon.
 
                  Shares of the capital stock of the Corporation belonging to
the Corporation or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.
 
                  SECTION 8. Inspectors. When required by law or directed by the
presiding officer or upon the demand of any stockholder entitled to vote, but
not otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided at any meeting of the stockholders by two or more
Inspectors who may be appointed by the Board of Directors before the meeting, or
if not so appointed, shall be appointed by the presiding officer at the meeting.
If any person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.
 
                  SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken or which may be taken at any annual or special meeting of the
stockholders of the Corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and noted. Prompt notice of the taking of any such corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
 
                                   ARTICLE II
                               Board of Directors
 
                  SECTION 1. Number and Term of Office. The business and affairs
of the Corporation shall be managed by or under the direction of a Board of
Directors, none of whom need be stockholders of the Corporation. The number of
Directors constituting the Board of Directors shall be fixed from time to time
by resolution passed by a majority of the Board of Directors. The Directors
shall, except as hereinafter otherwise provided for filling vacancies, be
 
                                       -3-
 
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elected at the annual meeting of stockholders, and shall hold office until their
respective successors are elected and qualified or until their earlier
resignation or removal.
 
                  SECTION 2. Removal, Vacancies and Additional Directors. The
stockholders may, at any special meeting the notice of which shall state that it
is called for that purpose, remove, with or without cause, any Director and fill
the vacancy; provided that whenever any Director shall have been elected by the
holders of any class of stock of the Corporation voting separately as a class
under the provisions of the Certificate of Incorporation, such Director may be
removed and the vacancy filled only by the holders of that class of stock voting
separately as a class. Vacancies caused by any such removal and not filled by
the stockholders at the meeting at which such removal shall have been made, or
any vacancy caused by the death or resignation of any Director or for any other
reason, and any newly created directorship resulting from any increase in the
authorized number of Directors, may be filled by the affirmative vote of a
majority of the Directors then in office, although less than a quorum, and any
Director so elected to fill any such vacancy or newly created directorship shall
hold office until his successor is elected and qualified or until his earlier
resignation or removal.
 
                  When one or more Directors shall resign effective at a future
date, a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office as herein provided in connection with
the filling of other vacancies.
 
                  SECTION 3. Place of Meeting. The Board of Directors may hold
its meetings in such place or places in the State of Delaware or outside the
State of Delaware as the Board from time to time shall determine.
 
                  SECTION 4. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time to time
by resolution shall determine. No notice shall be required for any regular
meeting of the Board of Directors; but a copy of every resolution fixing or
changing the time or place of regular meetings shall be mailed to every Director
at least five days before the first meeting held in pursuance thereof.
 
                  SECTION 5. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman of the
Board, the President or by any two of the Directors then in office.
 
                  Notice of the day, hour and place of holding of each special
meeting shall be given by mailing the same at least two days before the meeting
or by causing the same to be transmitted by telegraph, cable or wireless at
least one day before the meeting to each Director. Unless otherwise indicated in
the notice thereof, any and all business other than an amendment of these
By-Laws may be transacted at any special meeting, and an amendment of these
By-Laws may be acted upon if the notice of the meeting shall have stated that
the amendment of these By-
 
                                      -4-
 
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Laws is one of the purposes of the meeting. At any meeting at which every
Director shall be present, even though without any notice, any business may be
transacted, including the amendment of these By-Laws.
 
                  SECTION 6. Quorum. Subject to the provisions of Section 2 of
this Article II, a majority of the members of the Board of Directors in office
(but in no case less than one-third of the total number of Directors nor less
than two Directors) shall constitute a quorum for the transaction of business
and the vote of the majority of the Directors present at any meeting of the
Board of Directors at which a quorum is present shall be the act of the Board of
Directors. If at any meeting of the Board there is less than a quorum present, a
majority of those present may adjourn the meeting from time to time.
 
                  SECTION 7. Organization. The Chairman of the Board shall
preside at all meetings of the Board of Directors. In the absence of the
Chairman of the Board, an acting Chairman shall be elected from the Directors
present to preside at such meeting. The Secretary of the Corporation shall act
as Secretary of all meetings of the Directors; but in the absence of the
Secretary, the Chairman may appoint any person to act as Secretary of the
meeting.
 
                  SECTION 8. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided by resolution passed by a majority of the
whole Board, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and the affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending these By-Laws; and unless such
resolution, these By-laws, or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
 
                  SECTION 9. Conference Telephone Meetings. Unless otherwise
restricted by the Certificate of Incorporation or by these By-Laws, the members
of the Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may be, by
means of conference telephone or similar communications
 
                                       -5-
 
<PAGE>
 
 
 
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.
 
                  SECTION 10. Consent of Directors or Committee in Lieu of
Meeting. Unless otherwise restricted by the Certificate of Incorporation or by
these By-Laws, any action required or permitted to be taken at any meeting of
the, Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board or committee, as the case may be.
 
                                   ARTICLE III
                                    Officers
 
                  SECTION 1. Officers. The officers of the Corporation shall be
a Chairman of the Board, a President, one or more Vice Presidents, a Secretary
and a Treasurer, and such additional officers, if any, as shall be elected by
the Board of Directors pursuant to the provisions of Section 7 of this Article
III. The Chairman of the Board, the President, one or more Vice Presidents, the
Secretary and the Treasurer shall be elected by the Board of Directors at its
first meeting after each annual meeting of the stockholders. The failure to hold
such election shall not of itself terminate the term of office of any officer.
All officers shall hold office at the pleasure of the Board of Directors. Any
officer may resign at any time upon written notice to the Corporation. Officers
may, but need not, be Directors. Any number of offices may be held by the same
person.
 
                  All officers, agents and employees shall be subject to
removal, with or without cause, at any time by the Board of Directors. The
removal of an officer without cause shall be without prejudice to his contract
rights, if any. The election or appointment of an officer shall not of itself
create contract rights. All agents and employees other than officers elected by
the Board of Directors shall also be subject to removal, with or without cause,
at any time by the officers appointing them.
 
                  Any vacancy caused by the death of any officer, his
resignation, his removal, or otherwise, may be filled by the Board of Directors,
and any officer so elected shall hold office at the pleasure of the Board of
Directors.
 
                  In addition to the powers and duties of the officers of the
Corporation as set forth in these By-Laws, the officers shall have such
authority and shall perform such duties as from time to time may be determined
by the Board of Directors.
 
                  SECTION 2. Powers and Duties of the Chairman of the Board. The
Chairman of the Board shall be subject to the control of the Board of Directors,
and shall have such powers and shall perform such duties as may be assigned to
him from time to time by these By-Laws or by the Board of Directors. In
addition, he shall preside at all meetings of the stockholders and at
 
                                       -6-
 
<PAGE>
 
 
 
all meetings of the Board of Directors and shall have such other powers and
perform such other duties as may from time to time be assigned to him by these
By-Laws or by the Board of Directors. All actions heretofore taken by the
Chairman of the Board in the name or on behalf of the Corporation, including the
execution and delivery in the name and on behalf of the Corporation of
agreements, bonds, contracts, deeds, mortgages, certificates for shares of stock
of the Corporation and other instruments, documents and certificates are in all
respects ratified, approved, confirmed and adopted as of the date of such
action, execution or delivery, with the same effect as if expressly authorized
by the By-laws of the Corporation on the date thereof.
 
                  SECTION 3. Powers and Duties of the President. Unless
otherwise specified by the Board of Directors, the President shall be the Chief
Executive Officer of the Corporation and, subject to the control of the Board of
Directors, shall have general charge and control of all the Corporation's
business and affairs, and shall have all powers and perform all duties incident
to the office of President. In the absence of the Chairman of the Board, he
shall preside at all meetings of the stockholders and at all meetings of the
Board of Directors and shall have such other powers and perform such other
duties as may from time to time be assigned to him by these By-Laws or by the
Board of Directors.
 
                  SECTION 4. Powers and Duties of the Vice Presidents. Each Vice
President shall have all powers and shall perform all duties incident to the
office of Vice President and shall have such other powers and perform such other
duties as may from time to time be assigned to him by these By-Laws or by the
Board of Directors or the President.
 
                  SECTION 5. Powers and Duties of the Secretary. The Secretary
shall keep the minutes of all meetings of the Board of Directors and the minutes
of all meetings of the stockholders in books provided for that purpose; he shall
attend to the giving or serving of all notices of the Corporation; he shall have
custody of the corporate seal of the Corporation and shall affix the same to
such documents and other papers as the Board of Directors or the President shall
authorize and direct; he shall have charge of the stock certificate books,
transfer books and stock ledgers and such other books and papers as the Board of
Directors or the President shall direct, all of which shall at all reasonable
times be open to the examination of any Director, upon application, at the
office of the Corporation during business hours; and shall have all powers and
shall perform all duties incident to the office of Secretary and shall also have
such other powers and shall perform such other duties as may from time to time
be assigned to him by these By-Laws or by the Board of Directors or the
President.
 
                  SECTION 6. The Powers and Duties of the Treasurer. The
Treasurer shall have custody of, and when proper shall pay out, disburse or
otherwise dispose of, all funds and securities of the Corporation which may have
come into his hands; he may endorse on behalf of the Corporation for collection
checks, notes and other obligations and shall deposit the same to the credit of
the Corporation in such bank or banks or depositary or depositaries as the Board
of Directors may designate; he shall sign all receipts and vouchers for payments
made to the Corporation; he shall enter or cause to be entered regularly in the
books of the Corporation kept
 
                                       -7-
 
<PAGE>
 
 
 
for the purpose full and accurate accounts of all moneys received or paid or
otherwise disposed of by him and whenever required by the Board of Directors or
the President shall render statements of such accounts; he shall, at all
reasonable times, exhibit his books and accounts to any Director of the
Corporation upon application at the office of the Corporation during business
hours; and he shall have all powers and he shall perform all duties incident to
the office of Treasurer and shall also have such other powers and shall perform
such other duties as may from time to time be assigned to him by these By-Laws
or by the Board of Directors or the President.
 
                  SECTION 7. Additional Officers. The Board of Directors may
from time to time elect such other officers (who may but need not be Directors),
including a Controller, Assistant Treasurers, Assistant Secretaries and
Assistant Controllers, as the Board may deem advisable and such officers shall
have such authority and shall perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.
 
                  The Board of Directors may from time to time by resolution
delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or
duties herein assigned to the Treasurer; and may similarly delegate to any
Assistant Secretary or Assistant Secretaries any of the powers or duties herein
assigned to the Secretary.
 
                  SECTION 8. Giving of Bond by Officers. All officers of the
Corporation, if required to do so by the Board of Directors, shall furnish bonds
to the Corporation for the faithful performance of their duties, in such
penalties and with such conditions and security as the Board shall require.
 
                  SECTION 9. Voting Upon Stocks. Unless otherwise ordered by the
Board of Directors, the President or any Vice President shall have full power
and authority on behalf of the Corporation to attend and to act and to vote, or
in the name of the Corporation to execute proxies to vote, at any meeting of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise, in person or by proxy, any and
all rights, powers and privileges incident to the ownership of such stock. The
Board of Directors may from time to time, by resolution, confer like powers upon
any other person or persons.
 
                  SECTION 10. Compensation of Officers. The officers of the
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.
 
 
 
                                       -8-
 
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                                   ARTICLE IV
                    Indemnification of Directors and Officers
 
                  SECTION 1. Nature of Indemnity. 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 he
is or was or has agreed to become a Director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has agreed to become an employee or agent of
the Corporation, or is; or was serving or has agreed to serve at the request of
the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a Judgment in
its favor (l) such indemnification shall be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the defense
or settlement of such action or suit, and (2) no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
 
                  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
                  SECTION 2. Successful Defense. To the extent that a Director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
1 of this Article IV or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
 
 
                                       -9-
 
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                  SECTION 3. Determination that Indemnification is Proper. Any
indemnification of a Director or officer of the Corporation under Section 1 of
this Article IV (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the Director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 1. Any indemnification of an employee
or agent of the Corporation under Section 1 (unless ordered by a court) may be
made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1. Any such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum its not obtainable, or, even if obtainable a quorum of
disinterested Directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
 
                  SECTION 4. Advance Payment of Expenses. Unless the Board of
Directors otherwise determines in a specific case, expenses incurred by a
Director or officer in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article IV. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate. The Board of Directors may authorize the Corporation's legal
counsel to represent such Director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.
 
                  SECTION 5. Survival: Preservation of Other Rights. The
foregoing indemnification provisions shall be deemed to be a contract between
the Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware General Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit, or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a contract right may not be
modified retroactively without the consent of such Director, officer, employee
or agent.
 
                  The indemnification provided by this Article IV shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, 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 a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person. The
corporation may enter into an agreement with any of its Directors, officers,
employees or agents providing for indemnification and advancement of expenses,
including attorneys fees, that may change, enhance, qualify or limit any right
to indemnification or advancement of expenses created by this Article IV.
 
                                       -10-
 
<PAGE>
 
 
 
                  SECTION 6. Severability. If this Article IV or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including attorneys' fees), judgment, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article IV that shall not have been invalidated and to the
fullest extent permitted by applicable law.
 
                  SECTION 7. Subrogation. In the event of payment of
indemnification to a person described in Section 1 of this Article IV, the
Corporation shall be subrogated to the extent of such payment to any right of
recovery such person may have and such person, as a condition of receiving
indemnification from the Corporation, shall execute all documents and do all
things that the Corporation may deem necessary or desirable to perfect such
right of recovery, including the execution of such documents necessary to enable
the Corporation effectively to enforce any such recovery.
 
                  SECTION 8. No Duplication of Payments. The Corporation shall
not be liable under this Article IV to make any payment in connection with any
claim made against a person described in Section 1 of this Article IV to the
extent such person has otherwise received payment (under any insurance policy,
by-law or otherwise) of the amounts otherwise indemnifiable hereunder.
 
                                    ARTICLE V
                             Stock-Seal-Fiscal Year
 
                  SECTION 1. Certificates For Shares of Stock. The certificates
for shares of stock of the Corporation shall be in such form, not inconsistent
with the Certificate of Incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and shall not be valid unless so
signed.
 
                  In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as through
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the corporation.
 
                  All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the shares
represented thereby with the number of such shares and the date of issue thereof
shall be entered on the books of the corporation.
 
 
                                      -11-
 
<PAGE>
 
 
 
                  Except as hereinafter provided, all certificates surrendered
to the Corporation for transfer shall be canceled, and no new certificates shall
be issued until former certificates for the same number of shares have been
surrendered and canceled.
 
                  SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a
person owning a certificate for shares of stock of the Corporation alleges that
it has been lost, stolen or destroyed, he shall file in the office of the
Corporation an affidavit setting forth, to the best of his knowledge and belief,
the time, place and circumstances of the loss, theft or destruction, and, if
required by the Board of Directors, a bond of indemnity or other indemnification
sufficient in the opinion of the Board of Directors to indemnify the Corporation
and its agents against any claim that may be made against it or them on account
of the alleged loss, theft or destruction of any such certificate or the
issuance of a new certificate in replacement therefor. Thereupon the Corporation
may cause to be issued to such person a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
descried certificate in lieu of which the new certificate is issued.
 
                  SECTION 3. Transfer of Shares. Shares of stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof, in person or by his attorney duly authorized in writing, upon surrender
and cancellation of certificates for the number of shares of stock to be
transferred, except as provided in Section 2 of this Article.
 
                  SECTION 4. Regulations. The Board of Directors shall have
power and authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.
 
                  SECTION 5. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting 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, as the case may be, the Board of Directors may fix, in
advance, a record date, which shall not be (i) more than sixty (60) nor less
than ten (10) days before the date of such meeting, or (ii) in the case of
corporate action to be taken by consent in writing without a meeting, prior to,
or more than ten (10) days after, the date upon which the resolution fixing the
record date is adopted by the Board of Directors, or (iii) more than sixty (60)
days prior to any other action.
 
                  If no record date is fixed, 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; 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
 
                                      -12-
 
<PAGE>
 
 
 
consent is delivered to the Corporation and 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 thereto. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
 
                  SECTION 6. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.
 
                  Subject to the provisions of the Certificate of Incorporation,
any dividends declared upon the stock of the Corporation shall be payable on
such date or dates as the Board of Directors shall determine. If the date fixed
for the payment of any dividend shall in any year fall upon a legal holiday,
then the dividend payable on such date shall be paid on the next day not a legal
holiday.
 
                  SECTION 7. Corporate Seal. The Board of Directors shall
provide a suitable seal, containing the name of the Corporation, which seal
shall be kept in the custody of the Secretary. A duplicate of the seal may be
kept and be used by any officer of the Corporation designated by the Board of
Directors, the Chairman of the Board or the President.
 
                  SECTION 8. Fiscal Year. The fiscal year of the Corporation
shall be such fiscal year as the Board of Directors from time to time by
resolution shall determine.
 
                                  ARTICLE VI 
                           Miscellaneous Provisions.
 
                  SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of
exchange, acceptances, notes or other obligations or orders for the payment of
money shall be signed and, if so required by the Board of Directors,
countersigned by such officers of the Corporation and/or other persons as the
Board of Directors from time to time shall designate.
 
                  Checks, drafts, bills of exchange, acceptances, notes,
obligations and orders for the payment of money made payable to the Corporation
may be endorsed for deposit to the credit of the Corporation with a duly
authorized depository by the Treasurer and/or such other officers or persons as
the Board of Directors from time to time may designate.
 
                  SECTION 2. Loans. No loans and no renewals of any loans shall
be contracted on behalf of the Corporation except as authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank, trust company or
other institution or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other
 
                                                       -13-
 
<PAGE>
 
 
evidences of indebtedness of the Corporation. When authorized so to do, any
officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the corporation, any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. Such authority may be general or confined
to specific instances.
 
                  SECTION 3. Contracts. Except as other wise provided in these
By-Laws or by law or as otherwise directed by the Board of Directors, the
Chairman of the Board, the President or any Vice President shall be authorized
to execute and deliver, in the name and on behalf of the corporation, all
agreements, bonds, contracts, deeds, mortgages, and other instruments, either
for the Corporation's own account or in a fiduciary or other capacity, and the
seal of the corporation, if appropriate, shall be affixed thereto by any of such
officers or the Secretary or an Assistant Secretary. The Board of Directors, the
Chairman of the Board, the President or any Vice President designated by the
Board of Directors, the Chairman of the Board or the President may authorize any
other officer, employee or agent to execute and deliver, in the name and on
behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and
other instruments, either for the Corporation's own account or in a fiduciary or
other capacity, and, if appropriate, to affix the seal of the Corporation
thereto. The grant of such authority by the Board or any such officer may be
general or confined to specific instances.
 
                  SECTION 4. Waivers of Notice. Whenever any notice whatever is
required to be given by law, by the Certificate of Incorporation or by these
By-Laws to any person or persons, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
 
                  SECTION 5. Offices Outside of Delaware. Except as otherwise
required by the laws of the State of Delaware, the Corporation may have an
office or offices and keep its books, documents and papers outside of the State
of Delaware at such place or places as from time to time may be determined by
the Board of Directors or the Chairman of the Board.
 
                                   ARTICLE VII
                                   Amendments
 
                  These By-Laws and any amendment thereof may be altered,
amended or repealed, or new By-Laws may be adopted, by the Board of Directors at
any regular or special meeting by the affirmative vote of a majority of all of
the members of the Board, provided in the case of any special meeting at which
all of the members of the Board are not present, that the notice of such meeting
shall have stated that the amendment of these By-Laws was one of the purposes of
the meeting; but these By-Laws and any amendment thereof may be altered, amended
or repealed or new By-Laws may be adopted by the holders of a majority of the
total outstanding stock of the Corporation entitled to vote at any annual
meeting or at any special meeting, provided, in the case of any special meeting,
that notice of such proposed alteration, amendment, repeal or adoption is
included in the notice of the meeting.
 
                                      -14-

 

 

 

 

 

 

                              AMENDMENT TO THE BY-LAWS
                                         OF
                            NAVIGANT INTERNATIONAL, INC.
                               a Delaware Corporation
     
     Navigant International, Inc. adopts the following amendments to its By-Laws
effective as of June __, 1998.
 
I.   ARTICLE I, SECTION 2 shall be amended to read in its entirety as follows:
 
     SECTION 2.  Special Meetings.  Except as otherwise provided in the 
Certificate of Incorporation, a special meeting of the stockholders of the 
Corporation may be called at any time by the Board of Directors, the Chairman 
of the Board or the President.  Any special meeting of the stockholders shall 
be held on such date, at such time and at such place within or without the 
State of Delaware as the Board of Directors or the officer calling the 
meeting may designate.  At a special meeting of the stockholders, no business 
shall be transacted and no corporate action shall be taken other than that 
stated in the notice of the meeting unless all of the stockholders are 
present in person or by proxy, in which case any and all business may be 
transacted at the meeting even though the meeting is meeting is held without 
notice.
 
II.  ARTICLE I, SECTION 3 shall be amended to read in its entirety as follows:
 
     SECTION 3.  Notice of Meetings.  At any annual meeting of stockholders, 
only such business shall be conducted as shall have been (a) specified in the 
notice of meeting (or any supplement thereto) given by or at the direction of 
the Board of Directors, (b) otherwise properly brought before the meeting by 
or at the direction of the Board of Directors, or (c) otherwise properly 
brought before the annual meeting by a stockholder who is a stockholder of 
record at the time of the giving of the notice provided for in this SECTION 3 
of this ARTICLE I and who shall be entitled to vote at such meeting.  In 
addition to any other applicable requirements, for business to be properly 
brought before an annual meeting by a stockholder, the stockholder must have 
given timely notice thereof in writing to the Secretary of the Corporation.  
To be timely, a stockholder's notice must be delivered to or mailed and 
received at the principal executive offices of the Corporation not less than 
60 days nor more than 90 days prior to the meeting; provided, however, that 
in the event that less than 70 days' notice or prior public disclosure of the 
date of the meeting is given or made to stockholders, notice by the 
stockholder to be timely must be so received not later than the close of 
business on the 10th day following the day on which such notice of the date 
of the annual meeting was mailed or such public disclosure was made, 
whichever first occurs.  A stockholder's notice to the Secretary shall set 
forth as to each matter the stockholder proposes to bring before the annual 
meeting (i) a brief description of the business desired to be brought before 
the annual meeting and the reasons for conducting such business at the annual 
meeting, (ii) the reasons for conducting such business at the meeting, (iii) 
the name and record address of the 
 
<PAGE>
 
stockholder proposing such business, (iv) the class or series and number of 
shares of the Corporation which are owned beneficially or of record by the 
stockholder and (v) a description of all arrangements or understandings 
between the stockholder and any other person or persons (including their 
names) in connection with the proposal of such business by the stockholder 
and any material interest of the stockholder in such business, and (vi) a 
representation that the stockholder intends to appear in person or by proxy 
at the annual meeting to bring such business before the meeting.
 
     Notwithstanding anything in these By-Laws to the contrary, no business 
shall be conducted at the annual meeting except in accordance with the 
procedures set forth in this SECTION 3 of this ARTICLE I; provided, however, 
that nothing in this SECTION 3 of this ARTICLE I shall be deemed to preclude 
discussion by any stockholder of any business properly brought before the 
annual meeting in accordance with said procedure.
 
     The officer of the Corporation presiding at the annual meeting shall, if 
the facts warrant, determine and declare to the meeting that business was not 
properly brought before the meeting in accordance with the provisions of this 
SECTION 3 of this ARTICLE I, and if he should so determine, he shall so 
declare to the meeting and any such business not properly brought before the 
meeting shall not be transacted. Notwithstanding the foregoing provisions of 
this SECTION 3 of this ARTICLE I, a stockholder shall also comply with all 
applicable requirements of the Securities Exchange Act of 1934, as amended, 
and the rules and regulations thereunder with respect to the matters set 
forth in this SECTION 3 of this ARTICLE I.
 
III. ARTICLE I, SECTION 9 shall be amended to read in its entirety as follows:
 
     SECTION 9.  No Consent of Stockholders in Lieu of Meeting. No action 
required or permitted to be taken at any annual or special meeting of 
stockholders of the Corporation may be taken by written consent without a 
meeting of such stockholders.
 
IV.  ARTICLE II, SECTION 1 shall be amended to read in its entirety as follows:
 
     SECTION 1.  Number and Term of Office.  The number of directors of the 
Corporation shall consist of not less than one, the exact number to be fixed 
from time to time by the Board of Directors pursuant to a resolution adopted 
by the affirmative vote of a majority of the entire Board of Directors.  The 
Board of Directors shall be divided into three classes, designated Class I, 
Class II and Class III.  Each class shall consist, as nearly as may be 
possible, of one-third of the total number of directors constituting the 
entire Board of Directors.  At each annual meeting of the stockholders, the 
successor or successors of the class of directors whose term expires at that 
meeting shall be elected by a plurality of the votes cast at such meeting and 
entitled to vote in the election of directors and shall hold office for a 
term expiring at the annual meeting of the stockholders of the Corporation 
held in the third year following the year of their election.  The directors 
elected to each class shall hold office until their successors are duly 
elected and qualified or until their earlier resignation or removal.  If the 
number of directors is changed, any increase or decrease shall be apportioned 
among the classes so as to maintain the number of directors in each class as 
nearly equal as 
 
                                2
 
<PAGE>
 
possible, but in no case shall a decrease in the number of directors shorten 
the term of any incumbent director.  No director need be a stockholder.
 
V.   ARTICLE II, SECTION 5 shall be amended in its entirety as follows:
 
     SECTION 5.  Special Meetings.  Special meetings of the Board of 
Directors or any committee designated by the Board of Directors may be held 
at any time and place, within or without the State of Delaware, designated in 
a call by the chairman of the Board of Directors, if any, by the president or 
by a majority of the members of the Board of Directors or any such committee, 
as the case may be.
 
     Except as otherwise provided by these Bylaws or the laws of the State of 
Delaware, written notice of each special meeting of the Board of Directors or 
any committee thereof setting forth the time and place of the meeting shall 
be given to each Director by the secretary or by the officer or Director 
calling the meeting not less than one (1) day prior to the time fixed for the 
meeting.  Notice of special meetings may be either given personally, 
personally by telephone, or by sending a copy of the notice through the 
United States mail or by telegram, telex or facsimile, charges prepaid, to 
the address of each Director appearing on the books of the Corporation.  If 
mailed, such notice shall be deemed to be delivered when deposited in the 
United States mail so addressed, with postage prepaid thereon.  If notice be 
given by telegram, telex or facsimile, such notice shall be deemed to be 
delivered when the telegram, telex or facsimile, is delivered to the 
telegraph, telex or facsimile operator.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice of 
such meeting.
 
     A Director may waive, in writing, notice of any special meeting of the 
Board of Directors or any committee thereof, either before, at, or after the 
meeting; and his waiver shall be deemed the equivalent of giving notice.  By 
attending or participating in a regular or special meeting, a Director waives 
any required notice of such meeting unless the Director, at the beginning of 
the meeting, objects to the holding of the meeting or the transacting of 
business at the meeting.
 
VI.  ARTICLE IV, SECTIONS 2, 3 and 4 shall be amended in their entirety as 
follows:
 
     SECTION 2.  Successful Defense.  To the extent that a present or former 
Director or officer, or a present employee or agent of the Corporation has 
been successful on the merits or otherwise in defense of any action, suit or 
proceeding referred to in Section 1 of this Article IV or in defense of any 
claim, issue or matter therein, such person shall be indemnified against 
expenses (including attorneys' fees) actually and reasonably incurred by such 
person in connection therewith. 
 
     SECTION 3.  Determination that Indemnification is Proper.  Any 
indemnification of a Director or officer of the Corporation under Section 1 
of this Article IV (unless ordered by a court) shall be made by the 
Corporation unless a determination is made that indemnification of the 
present or former Director or officer is not proper in the circumstances 
because he has not met the applicable standard of conduct set forth 
 
                                3
 
<PAGE>
 
in Section 1.  Any indemnification of an employee or agent of the Corporation 
under Section 1 (unless ordered by a court) may be made by the Corporation 
upon a determination that indemnification of the employee or agent is proper 
in the circumstances because he has met the applicable standard of conduct 
set forth in Section 1.  Any such determination shall be made, with respect 
to a person who is a Director or officer at the time of such determination, 
(1) by the Board of Directors by a majority vote of a quorum consisting of 
Directors who were not parties to such action, suit or proceeding, or (2) by 
a committee of such Directors designated by majority vote of such Directors, 
even though less than a quorum, or (3) if such a quorum is not obtainable, 
or, even if obtainable a quorum of disinterested Directors so directs, by 
independent legal counsel in a written opinion, or (4) by the stockholders. 
 
     SECTION 4.  Advance Payment of Expenses.  Unless the Board of Directors 
otherwise determines in a specific case, expenses incurred by a Director or 
officer in defending a civil or criminal action, suit or proceeding shall be 
paid by the Corporation in advance of the final disposition of such action, 
suit or proceeding upon receipt of an undertaking by or on behalf of the 
Director or officer to repay such amount if it shall ultimately be determined 
that such person is not entitled to be indemnified by the Corporation as 
authorized in this Article IV.  Such expenses incurred by former Directors 
and officers or other employees and agents may be so paid upon such terms and 
conditions, if any, as the Board of Directors deems appropriate.  The Board 
of Directors may authorize the Corporation's legal counsel to represent such 
Director, officer, employee or agent in any action, suit or proceeding, 
whether or not the Corporation is a party to such action, suit or proceeding. 
 
VII. ARTICLE VII shall be amended to read in its entirety as follows:
 
                                    ARTICLE VII
                                     Amendments
 
     The Board of Directors shall have the concurrent power with the 
stockholders to make, alter, amend, change, add to or repeal (collectively 
referred to as a "Change") the By-Laws of the Corporation; provided, however, 
that any Change of the By-Laws must be  approved by either (a) a majority of 
the authorized number of directors or (b) the  affirmative vote of the 
holders of not less than seventy-five percent (75%) of the                  
then outstanding shares of stock entitled to vote.