GLOBETEL COMMUNICATIONS CORP.
                               (the "Corporation")
 
                                  B Y - L A W S
 
                              Article I. - General.
 
1.1 Offices. The registered office shall be in the City of Wilmington, County of
New Castle, State of Delaware. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
 
1.2 Seal. The seal of the Corporation, if any, shall be in the form of a circle
and shall have inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware."
 
1.3 Fiscal Year. The fiscal year of the Corporation shall be the period from
January 1 through December 31.
 
                           Article II. - Stockholders.
 
2.1 Place of Meetings. All meetings of the stockholders shall be held wherever
the Board of Directors shall from time to time determine, upon notice as
hereinafter provided.
 
2.2 Annual Meeting. The annual meeting of the stockholders shall be held each
year on such date and at such time as the Board of Directors may determine. At
each annual meeting the stockholders entitled to vote shall elect a Board of
Directors by plurality vote by ballot, and they may transact such other
corporate business as may properly be brought before the meeting. At the annual
meeting any business may be transacted, irrespective of whether the notice
calling such meeting shall have contained a reference thereto, except where
notice is required by law, the Certificate of Incorporation, or these by-laws.
 
2.3 Quorum. At all meetings of the stockholders the holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum requisite for the transaction of
business except as otherwise provided by law, by the Certificate of
Incorporation or by these by-laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, by a majority vote,
shall have power to adjourn the meeting from time to time without notice other
than announcement at the meeting until the requisite amount of voting stock
shall be present. If the adjournment `is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting, at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
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2.4 Right to Vote; Proxies. Each holder of a share or shares of capital stock of
the Corporation having the right to vote at any meeting shall be entitled to one
vote for each such share of stock held by him. Any stockholder entitled to vote
at any meeting of stockholders may vote either in person or by proxy, but no
proxy which is dated more than three years prior to the meeting at which it is
offered shall confer the right to vote thereat unless the proxy provides that it
shall be effective for a longer period. A proxy may be granted by a writing
executed by the stockholder or his authorized officer, director, employee or
agent or by transmission or authorization of transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, subject to the conditions set forth
in Section 212 of the Delaware General Corporation Law, as it may be amended
from time to time (the "Delaware GCL").
 
2.5 Voting. At all meetings of stockholders, except as otherwise expressly
provided for by statute, the Certificate of Incorporation or these by-laws, (i)
in all matters other than the election of directors, the affirmative vote of a
majority of shares present in person or represented by proxy at the meeting and
entitled to vote on such matter shall be the act of the stockholders and (ii)
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Except as otherwise expressly provided by law, the
Certificate of Incorporation or these by-laws, at all meetings of stockholders
the voting shall be by voice vote, but any stockholder qualified to vote on the
matter in question may demand a stock vote, by shares of stock, upon such
question, whereupon such stock vote shall be taken by ballot, each of which
shall state the name of the stockholder voting and the number of shares voted by
him, and, if such ballot be cast by a proxy, it shall also state the name of the
proxy.
 
2.6 Notice of Annual Meetings. Written notice of the annual meeting of the
stockholders shall be mailed to each stockholder entitled to vote thereat at
such address as appears on the stock books of the Corporation at least ten (10)
days (and not more than sixty (60) days) prior to the meeting. It shall be the
duty of every stockholder to furnish to the Secretary of the Corporation or to
the transfer agent, if any, of the class of stock owned by him, his post-office
address and to notify said Secretary or transfer agent of any change therein.
 
2.7 Stockholders' List. A complete list of the stockholders entitled to vote at
any meeting of stockholders, arranged in alphabetical order and showing the
address of each stockholder, and the number of shares registered in the name of
each stockholder, shall be prepared by the Secretary and filed 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, at least ten days before such meeting, and shall at all
times during the usual hours for business, and during the whole time of said
election, be open to the examination of any stockholder for a purpose germane to
the meeting.
 
2.8 Special Meetings. Special meetings of the stockholders for any purpose or
purposes, unless otherwise provided by statute, may be called by the Board of
Directors, the Chairman of the Board, if any, the President or any Vice
President.
 
 
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2.9 Notice of Special Meetings. Written notice of a special meeting of
stockholders, stating the time and place and object thereof shall be mailed,
postage prepaid, not less than ten (10) nor more than sixty (60) days before
such meeting, to each stockholder entitled to vote thereat, at such address as
appears on the books of the Corporation. No business may be transacted at such
meeting except that referred to in said notice, or in a supplemental notice
given also in compliance with the provisions hereof, or such other business as
may be germane or supplementary to that stated in said notice or notices.
 
2.10 Inspectors.
 
      1. The Board of Directors may appoint one or more inspectors before or at
      any meeting of stockholders, or, if no such appointment shall have been
      made, the presiding officer may make such appointment at the meeting. At
      the meeting for which the inspector or inspectors are appointed, he or
      they shall open and close the polls, receive and take charge of the
      proxies and ballots, and decide all questions touching on the
      qualifications of voters, the validity of proxies and the acceptance and
      rejection of votes. If any inspector previously appointed shall fail to
      attend or refuse or be unable to serve, the presiding officer shall
      appoint an inspector in his place.
 
      2. At any time at which the Corporation has a class of voting stock that
      is (i) listed on a national securities exchange, (ii) authorized for
      quotation on an interdealer quotation system of a registered national
      securities association, or (iii) held of record by more than 2,000
      stockholders, the provisions of Section 231 of the Delaware GCL with
      respect to inspectors of election and voting procedures shall apply, in
      lieu of the provisions of paragraph (i) of this ss.2.10.
 
      2.11 Stockholders' Consent in Lieu of Meeting. Unless otherwise provided
in the Certificate of Incorporation, any action required by law to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents 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 and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by this ss.2.11 to the
Corporation, written consents signed by a sufficient number of stockholders to
take action are delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. 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.
 
 
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                            Article III. - Directors.
 
3.1 Number of Directors. Except as otherwise provided by law, the Certificate of
Incorporation or these by-laws, the property and business of the Corporation
shall be managed by or under the direction of a board of not less than one nor
more than thirteen directors. Within the limits specified, the number of
directors shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting. Directors need not be stockholders,
residents of Delaware or citizens of the United States. The directors shall be
elected by ballot at the annual meeting of the stockholders and each director
shall be elected to serve until his successor shall be elected and shall qualify
or until his earlier resignation or removal; provided that in the event of
failure to hold such meeting or to hold such election at such meeting, such
election may be held at any special meeting of the stockholders called for that
purpose. If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal, failure to elect, or otherwise, the
remaining directors, although more or less than a quorum, by a majority vote of
such remaining directors may elect a successor or successors who shall hold
office for the unexpired term.
 
3.2 Change in Number of Directors; Vacancies. The maximum number of directors
may be increased by an amendment to these by-laws adopted by a majority vote of
the Board of Directors or by a majority vote of the capital stock having voting
power, and if the number of directors is so increased by action of the Board of
Directors or of the stockholders or otherwise, then the additional directors may
be elected in the manner provided above for the filling of vacancies in the
Board of Directors or at the annual meeting of stockholders or at a special
meeting called for that purpose.
 
3.3 Resignation. Any director of this Corporation may resign at any time by
giving written notice to the Chairman of the Board, if any, the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, at the time of receipt if no time is specified therein and at
the time of acceptance if the effectiveness of such resignation is conditioned
upon its acceptance. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
 
3.4 Removal. Any director or the entire Board of 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.
 
3.5 Place of Meetings and Books. The Board of Directors may hold their meetings
and keep the books of the Corporation outside the State of Delaware, at such
places as they may from time to time determine.
 
3.6 General Powers. In addition to the powers and authority expressly conferred
upon them by these by-laws, the board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
 
3.7 Executive Committee. There may be an executive committee of one or more
directors designated by resolution passed by a majority of the whole board. The
act of a majority of the members of such committee shall be the act of the
committee. Said committee may meet at stated times or on notice to all by any of
their own number, and shall have and may exercise those powers of the Board of
Directors in the management of the business affairs of the Company as are
provided by law and may authorize the seal of
 
 
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the Corporation to be affixed to all papers which may require it. Vacancies in
the membership of the committee shall be filled by the Board of Directors at a
regular meeting or at a special meeting called for that purpose.
 
3.8 Other Committees. The Board of Directors may also designate one or more
committees in addition to the executive committee, by resolution or resolutions
passed by a majority of the whole board; such committee or committees shall
consist of one or more directors of the Corporation, and to the extent provided
in the resolution or resolutions designating them, shall have and may exercise
specific powers of the Board of Directors in the management of the business and
affairs of the Corporation to the extent permitted by statute and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.
 
3.9 Powers Denied to Committees. Committees of the Board of Directors shall not,
in any event, have any power or authority to amend the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares adopted by the
Board of Directors as provided in Section 151(a) of the Delaware GCL, fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
adopt an agreement of merger or consolidation, recommended to the stockholders
the sale, lease or exchange of all or substantially all of the Corporation's
property and assets, recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution or to amend the by-laws of the
Corporation. Further, no committee of the Board of Directors shall have the
power or authority to declare a dividend, to authorize the issuance of stock or
to adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware GCL, unless the resolution or resolutions designating such committee
expressly so provides.
 
3.10 Substitute Committee Member. In the absence or on the 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 such absent or disqualified member. Any committee shall
keep regular minutes of its proceedings and report the same to the board as may
be required by the board.
 
3.11 Compensation of Directors. The Board of Directors shall have the power to
fix the compensation of directors and members of committees of the Board. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
 
3.12 Annual Meeting. The newly elected board may meet at such place and time as
shall be fixed and announced by the presiding officer at the annual meeting of
 
 
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stockholders, for the purpose of organization or otherwise, and no further
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present, or
they may meet at such place and time as shall be stated in a notice given to
such directors two (2) days prior to such meeting, or as shall be fixed by the
consent in writing of all the directors.
 
3.13 Regular Meetings. Regular meetings of the board may be held without notice
at such time and place as shall from time to time be determined by the board.
 
3.14 Special Meetings. Special meetings of the board may be called by the
Chairman of the Board, if any, or if none, by the President, on two (2) days
notice to each director, or such shorter period of time before the meeting as
will nonetheless be sufficient for the convenient assembly of the directors so
notified; special meetings shall be called by the Secretary in like manner and
on like notice, on the written request of at least a majority of the then
directors.
 
3.15 Quorum. At all meetings of the Board of Directors, a majority of the total
number of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically permitted or provided by
statute, or by the Certificate of Incorporation, or by these by-laws. If at any
meeting of the board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at said meeting which shall be so adjourned.
 
3.16 Telephonic Participation in Meetings. Members of the Board of Directors or
any committee designated by such board may participate in a meeting of the board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
 
3.17 Action by Consent. Unless otherwise restricted by the Certificate of
Incorporation or 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 written consent thereto is signed by all members of the
board or of such committee as the case may be and such written consent is filed
with the minutes of proceedings of the board or committee.
 
                             Article IV. - Officers.
 
4.1 Selection; Statutory Officers. The officers of the Corporation shall be
chosen by the Board of Directors. There shall be a President, a Secretary and a
Treasurer, and there may be a Chairman of the Board of Directors, a Chief
Executive Officer, one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers, as the Board of Directors may
elect. Any number of offices may be held by the same person.
 
4.2 Time of Election. The officers above named shall be chosen by the Board of
Directors at its first meeting after each annual meeting of stockholders. None
of said officers need be a director.
 
 
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4.3 Additional Officers. The board may appoint such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board.
 
4.4 Terms of Office. Each officer of the Corporation shall hold office until his
successor is chosen and qualified, or until his earlier resignation or removal.
The Board of Directors may remove any officer elected or appointed by the Board
of Directors at any time.
 
4.5 Compensation of Officers. The Board of Directors shall have power to fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.
 
4.6 Chairman of the Board. The Chairman of the Board of Directors shall preside
at all meetings of the stockholders and directors, and shall have such other
duties as may be assigned to him from time to time by the Board of Directors.
 
4.7 Chief Executive Officer. The Chief Executive Officer, if appointed, shall be
the head officer of the Corporation, responsible, under the supervision of the
Board of Directors and of the executive committee, for its general control and
management of its business and affairs, subject, however, to the right of the
Board of Directors and of the executive committee to confer any specific power,
except such as may be by statute exclusively conferred on the President, upon
any other officer or officers of the Corporation. Unless there is a Chairman of
the Board, the Chief Executive Officer shall preside at all meetings of
directors and stockholders. The Chief Executive Officer, if appointed, shall
perform and do all acts and things incident to the position of Chief Executive
Officer and such other duties as may be assigned to him from time to time by the
Board of Directors or the executive committee.
 
4.8 Chief Operating Officer, The Chief Operating Officer, if appointed, shall be
responsible, under the supervision of the Chief Executive Officer, for the
day-to-day business operations of the Corporation.
 
4.9 President. Unless a Chief Executive Officer is appointed, or the Board of
Directors otherwise determines, the President shall be the chief executive
officer and head of the Corporation. Unless there is a Chairman of the Board or
a Chief Executive Officer, the President shall preside at all meetings of
directors and stockholders. The President shall, unless a Chief Executive
Officer is appointed, have the general control and management of the
Corporation's business and affairs, under the supervision of the Board of
Directors and of the executive committee, and subject to the right of the Board
of Directors and of the executive committee to confer any specific power, except
such as may be by statute exclusively conferred on the President, upon any other
officer or officers of the Corporation. If a Chief Executive Officer is
appointed, the President shall, unless a Chief Operating Officer is appointed,
serve as the Corporation's chief operating officer, responsible, under the
supervision of the Chief Executive Officer, for the day-to-day business
operations of the Corporation. The President shall perform and do all acts and
things incident to the position of President and such other duties as may be
assigned to him from time to time by the Board of Directors or the executive
committee.
 
4.10 Chief Financial Officer. The Chief Financial Officer shall be responsible,
under the supervision of the Chief Executive Officer, for the financial
management of the
 
 
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Corporation. The Chief Financial Officer shall be responsible for the
maintenance and accuracy of the Corporation's books of account, and for all
dealings between the Corporation and the independent accountants selected by the
Board of Directors.
 
4.11 Chief Technology Officer. The Chief Technology Officer shall be
responsible, under the supervision of the Chief Executive Officer, for the
control and management of the Corporation's technological operations, including
without limitation all research and development activities, and the protection
of the Corporation's proprietary technological information.
 
4.12 Vice-Presidents. The Vice-Presidents shall perform such of the duties of
the President on behalf of the Corporation as may be respectively assigned to
them from time to time by the Board of Directors or by the executive committee
or by the President. The Board of Directors or the executive committee may
designate one of the Vice-Presidents as the Executive Vice-President, and in the
absence or inability of the President to act, such Executive Vice-President
shall have and possess all of the powers and discharge all of the duties of the
President, subject to the control of the board and of the executive committee.
 
4.13 Treasurer. The Treasurer shall have the care and custody of all the funds
and securities of the Corporation which may come into his hands as Treasurer,
and the power and authority to endorse checks, drafts and other instruments for
the payment of money for deposit or collection when necessary or proper and to
deposit the same to the credit of the Corporation in such bank or banks or
depository as the Board of Directors or the executive committee, or the officers
or agents to whom the Board of Directors or the executive committee may delegate
such authority, may designate, and he may endorse all commercial documents
requiring endorsements for or on behalf of the Corporation. He may sign all
receipts and vouchers for the payments made to the Corporation. He shall render
an account of his transactions to the Board of Directors or to the executive
committee as often as the board or the committee shall require the same. He
shall enter regularly in the books to be kept by him for that purpose full and
adequate account of all moneys received and paid by him on account of the
Corporation. He shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors and of the executive committee.
He shall when requested, pursuant to vote of the Board of Directors or the
executive committee, give a bond to the Corporation conditioned for the faithful
performance of his duties, the expense of which bond shall be borne by the
Corporation.
 
4.14 Secretary. The Secretary shall keep the minutes of all meetings of the
Board of Directors and of the stockholders; he shall attend to the giving and
serving of all notices of the Corporation. Except as otherwise ordered by the
Board of Directors or the executive committee, he shall attest the seal of the
Corporation upon all contracts and instruments executed under such seal and
shall affix the seal of the Corporation thereto and to all certificates of
shares of capital stock of the Corporation. He shall have charge of the stock
certificate book, transfer book and stock ledger, and such other books and
papers as the Board of Directors or the executive committee may direct. He
shall, in general, perform all the duties of Secretary, subject to the control
of the Board of Directors and of the executive committee.
 
4.15 Assistant Secretary. The Board of Directors or any two of the officers of
the Corporation acting Jointly may appoint or remove one or more Assistant
Secretaries of the Corporation. Any Assistant Secretary upon his appointment
shall perform such duties
 
 
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of the Secretary, and also any and all such other duties as the executive
committee or the Board of Directors or the President or the Executive
Vice-President or the Treasurer or the Secretary may designate.
 
4.16 Assistant Treasurer. The Board of Directors or any two of the officers of
the Corporation acting jointly may appoint or remove one or more Assistant
Treasurers of the Corporation. Any Assistant Treasurer upon his appointment
shall perform such of the duties of the Treasurer, and also any and all such
other duties as the executive committee or the Board of Directors or the
President or the Executive Vice-President or the Treasurer or the Secretary may
designate.
 
4.17 Subordinate Officers. The Board of Directors may select such subordinate
officers as `it may deem desirable. Each such officer shall hold office for such
period, have such authority, and perform such duties as the Board of Directors
may prescribe. The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers and to prescribe the powers
and duties thereof.
 
                               Article V. - Stock.
 
5.1 Stock. Each stockholder shall be entitled to a certificate or certificates
of stock of the Corporation in such form as the Board of Directors may from time
to time prescribe. The certificates of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as they are
issued. They shall certify the holder's name and number and class of shares and
shall be signed by both of (i) either the President or a Vice-President, and
(ii) any one of the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and shall be sealed with the corporate seal of the
Corporation. If such certificate is countersigned (i) by a transfer agent other
than the Corporation or its employee, or, (2) by a registrar other than the
Corporation or its employee, the signature of the officers of the Corporation
and the corporate seal may be facsimiles. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, 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 adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
Corporation.
 
5.2 Fractional Share Interests. The Corporation may, but shall not be required
to, issue fractions of a share. If the Corporation does not issue fractions of a
share, it shall (i) arrange for the disposition of fractional interests by those
entitled thereto, (ii) pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined, or (iii)
issue scrip or warrants in registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon the surrender of such
scrip or warrants aggregating a full share. A certificate for a fractional share
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and
to participate in any of the assets of the Corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to the
conditions that the shares for which scrip or warrants are exchangeable may be
sold by
 
 
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the Corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
 
5.3 Transfers of Stock. Subject to any transfer restrictions then in force, the
shares of stock of the Corporation shall be transferable only upon its books by
the holders thereof in person or by their duly authorized attorneys or legal
representatives and upon such transfer the old certificates shall be surrendered
to the Corporation by the delivery thereof to the person in charge of the stock
and transfer books and ledgers or to such other person as the directors may
designate by whom they shall be canceled and new certificates shall thereupon be
issued. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not it shall have express or other
notice thereof save as expressly provided by the laws of Delaware.
 
5.4 Record Date. For the purpose of determining 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
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other action. If no
such record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
(lay 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 consent is expressed; 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 any 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.
 
5.5 Transfer Agent and Registrar. The Board of Directors may appoint one or more
transfer agents or transfer clerks and one or more registrars and may require
all certificates of stock to bear the signature or signatures of any of them.
 
5.6 Dividends.
 
      1. Power to Declare. Dividends upon the capital stock of the Corporation,
      subject to the provisions of the Certificate of Incorporation, if any, may
      be declared by the Board of Directors at any regular or special meeting,
      pursuant to law. Dividends may be paid in cash, in property, or in shares
      of the capital stock, subject to the provisions of the Certificate of
      Incorporation and the laws of Delaware.
 
      2. Reserves. Before payment of any dividend, there may be set aside out of
      any funds of the Corporation available for dividends such sum or sums as
      the directors from time to time, in their absolute discretion, think
      proper as a reserve or
 
 
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      reserves to meet contingencies, or for equalizing dividends, or for
      repairing or maintaining any property of the Corporation, or for such
      other purpose as the directors shall think conducive to the interest of
      the Corporation, and the directors may modify or abolish any such reserve
      in the manner in which it was created.
 
5.7 Lost, Stolen or Destroyed Certificates. No certificates for shares of stock
of the Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except upon production of such evidence of the
loss, theft or destruction and upon indemnification of the Corporation and its
agents to such extent and in such manner as the Board of Directors may from time
to time prescribe.
 
5.8 Inspection of Books. The stockholders of the Corporation, by a majority vote
at any meeting of stockholders duly called, or in case the stockholders shall
fail to act, the Board of Directors shall have power from time to time to
determine whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation (other than
the stock ledger) or any of them, shall be open to inspection of stockholders;
and no stockholder shall have any right to inspect any account or book or
document of the Corporation except as conferred by statute or authorized by the
Board of Directors or by a resolution of the stockholders.
 
               Article VI. - Miscellaneous Management Provisions.
 
6.1 Checks, Drafts and Notes. All checks, drafts or orders for the payment of
money, and all notes and acceptances of the Corporation shall be signed by such
officer or officers, agent or agents as the Board of Directors may designate.
 
6.2 Notices.
 
      1. Notices to directors may, and notices to stockholders shall, be in
      writing and delivered personally or mailed to the directors or
      stockholders at their addresses appearing on the books of the Corporation.
      Notice by mail shall be deemed to be given at the time when the same shall
      be mailed. Notice to directors may also be given by telegram, telecopy or
      orally, by telephone or in person.
 
      2. Whenever any notice is required to be given under the provisions of the
      statutes or of the Certificate of Incorporation of the Corporation of the
      Corporation or of these by-laws, a written waiver of notice, signed by the
      person or persons entitled to said notice, whether before or after the
      time stated therein or the meeting or action to which such notice relates,
      shall be deemed equivalent to notice. Attendance of a person at a meeting
      shall constitute a waiver of notice of such meeting except when the person
      attends a meeting for the express purpose of objecting, at the beginning
      of the meeting, to the transaction of any business because the meeting is
      not lawfully called or convened.
 
6.3 Conflict of Interest. No contract or transaction between the Corporation and
one or more of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board of or committee thereof which authorized the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (i) the
material facts as to his relationship or interest and as to the contract or
transaction are
 
 
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disclosed or are known to the Board of Directors or the committee and the board
or committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders of the Corporation entitled to vote thereon,
and the contract or transaction as specifically approved in good faith by vote
of such stockholders; or (iii) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee or the stockholders. 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.
 
6.4 Voting of Securities owned by this Corporation. Subject always to the
specific directions of the Board of Directors, (i) any shares or other
securities issued by any other Corporation and owned or controlled by this
Corporation may be voted in person at any meeting of security holders of such
other corporation by the President of this Corporation if he is present at such
meeting, or in his absence by the Treasurer of this Corporation if he is present
at such meeting, and (ii) whenever, in the judgment of the President, it is
desirable for this Corporation to execute a proxy or written consent in respect
to any shares or other securities issued by any other Corporation and owned by
this Corporation, such proxy or consent shall be executed in the name of this
Corporation by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or
proxies of this Corporation shall have full right, power and authority to vote
the shares or other securities issued by such other corporation and owned by
this Corporation the same as such shares or other securities might be voted by
this Corporation.
 
                         Article VII. - Indemnification.
 
7.1 Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of being or having been a director or officer of the
Corporation or serving or having served at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (an "Indemnitee"), whether the basis of such
proceeding is alleged action or failure to act in an official capacity as a
director, trustee, officer, employee or agent or in any other capacity while
serving as a director, trustee, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto) (as used in this Article 7, the "Delaware Law"), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Indemnitee in connection therewith and such indemnification
shall continue as to an Indemnitee who has ceased to be a director, trustee,
officer, employee or agent and shall inure to the benefit of the Indemnitee's
heirs, executors and administrators; provided, however, that, except as provided
in ss.7.2 hereof with respect to Proceedings to
 
 
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enforce rights to indemnification, the Corporation shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by such
Indemnitee only if such Proceeding (or part thereto was authorized by the board
of directors of the Corporation. The right to indemnification conferred in this
Article 7 shall be a contract right and shall include the right to be paid by
the Corporation the expenses (including attorneys' fees) incurred in defending
any such Proceeding in advance of its final disposition (an "Advancement of
Expenses"); provided, however, that, if the Delaware Law so requires, an
Advancement of Expenses incurred by an Indemnitee shall be made only upon
delivery to the Corporation of an undertaking (an "Undertaking"), by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (a "Final Adjudication") that such Indemnitee is not
entitled to be indemnified for such expenses under this Article 7 or otherwise.
 
7.2 Right of Indemnitee to Bring Suit. If a claim under ss.7.1 hereof is not
paid in full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an Advancement of
Expenses, in which case the applicable period shall be twenty days, the
Indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an Advancement of
Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the Indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the Indemnitee to enforce a right to an
Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking the Corporation shall be entitled to recover such expenses upon a
Final Adjudication that, the Indemnitee has not met the applicable standard of
conduct set forth in the Delaware Law. Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware Law, nor an actual determination by the Corporation (including its
board of directors, independent legal counsel, or its stockholders) that the
Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit. In any suit brought by the Indemnitee to enforce a right to
indemnification or to an Advancement of Expenses hereunder, or by the
Corporation to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Article 7 or
otherwise shall be on the Corporation.
 
7.3 Non-Exclusivity of Rights. The rights to indemnification and to the
Advancement of Expenses conferred in this Article 7 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, by-law, agreement, vote
of stockholders or disinterested directors or otherwise.
 
7.4 Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss,
 
 
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whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under this Article 7 or under the
Delaware Law.
 
7.5 Indemnification of Employees and Agents of the Corporation. The Corporation
may, to the extent authorized from time to time by the board of directors, grant
rights to indemnification, and to the Advancement of Expenses, to any employee
or agent of the Corporation to the fullest extent of the provisions of this
Article 7 with respect to the indemnification and Advancement of Expenses of
directors and officers of the Corporation.
 
                           Article VIII. - Amendments.
 
8.1 Amendments. The by-laws of the Corporation may be altered, amended or
repealed by the Board of Directors, or by the stockholders by the vote of the
holders of the majority of the stock issued and outstanding and entitled to
vote, in accordance with the provisions of the Certificate of Incorporation of
the Corporation and of the laws of Delaware.
 
 
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