BY-LAWS
 
                                       OF
 
                          JAVELIN PHARMACEUTICALS, INC.
                            (A DELAWARE CORPORATION)
 
                                     ------
 
 
                                    ARTICLE I
 
                            MEETINGS OF STOCKHOLDERS
                            ------------------------
 
          Section 1.1 Annual Meeting. The annual meeting of the stockholders of
JAVELIN PHARMACEUTICALS, INC. (hereinafter called the "Corporation") for the
election of directors and for the transaction of such other proper business as
may come before the meeting shall be held at such date, time and place, either
within or without the State of Delaware, as shall be designated by the Board of
Directors from time to time.
 
          Section 1.2 Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called at any time by the Board of Directors or
the Chairman of the Board, to be held at such date, time and place either within
or without the State of Delaware as may be stated in the notice of Meeting. A
special meeting of stockholders shall be called by the Secretary upon the
written request, stating the purpose of the meeting, of stockholders who
together own of record at least a majority of the outstanding shares of stock
entitled to vote at such meeting. The only business to be conducted at a special
meeting of stockholders shall be as specified in the notice of such meeting.
 
          Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation. The Corporation shall, at the written
request of any stockholder, cause such notice to such stockholder to be
confirmed to such other address and/or by such other means as such stockholder
may reasonably request, provided that if such written request is received after
the date any such notice is mailed, such request shall be effective for
subsequent notices only.
 
          Section 1.4. Adjournment. Any meeting of stockholders, annual or
special, at the direction of the chairman of the meeting may be adjourned from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
 
 
<PAGE>
 
 
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
 
          Section 1.5. Quorum. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, at each meeting of stockholders
the presence in person or by proxy of the holders of shares of stock having a
majority of the votes which could be cast by the holders of all outstanding
shares of each class or series of stock entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum. With respect to any matter on
which stockholders vote separately as a class or series, the holders of a
majority of the outstanding shares of such class or series, as applicable, shall
constitute a quorum for a meeting with respect to such matter. Two or more
classes or series of stock shall be considered a single class or series for
purposes of determining existence of a quorum for any matter to be acted on if
the holders thereof are entitled or required to vote together as a single class
or series at the meeting on such matter. In the absence of a quorum the
stockholders so present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.4 of these By-laws until a quorum shall
attend. Shares of its own stock 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; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
 
          Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in his absence by the Vice Chairman of the
Board, or in his absence by the Chief Executive Officer, or in his absence by
the President, or in his absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. The Secretary
shall act as secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the meeting. The Chairman
of the meeting shall announce at the meeting of stockholders the date and time
of the opening and closing of the polls for each matter upon which the
stockholders will vote.
 
          Section 1.7. Inspectors of Election. The Board of Directors, in
advance of any stockholder meeting, may appoint one or more inspectors to act as
the meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a stockholders' meeting may, at on the request of any
stockholder entitled to vote thereat shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. Thereafter each inspector shall have at such meeting
all of the powers and duties provided by law.
 
          Section 1.8. Voting; Proxies. Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
 
 
                                       2
<PAGE>
 
 
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders 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.
A proxy shall be irrevocable if it states that it is irrevocable and if, and
only as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the Secretary of the Corporation. Voting
at meetings of stockholders other than the election of directors need not be by
written ballot and, unless otherwise required by law, need not be conducted by
inspectors of election unless so determined by the Board of Directors, the
chairman of the meeting or by the holders of shares of stock having a majority
of the votes which could be cast by the holders of all outstanding shares of
stock entitled to vote thereon which are present in person or by proxy at such
meeting.
 
          Section 1.9. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date. The record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. The record date: (i) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall unless otherwise required by law not be more than sixty (60) nor
less than ten (10) days before the date of such meeting; and (ii) in the case of
any other action, shall not be more than sixty days prior to such other action.
If no record date is fixed: (i) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held; and (ii) 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 1.10. List of Stockholders Entitled To Vote. The Secretary
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by a stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
 
 
                                       3
<PAGE>
 
 
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
 
          Section 1.11. Conduct of Meetings. The Board of Directors of the
Corporation may adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate. Except to the
extent inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts, in the judgment of such chairman, as are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
 
          Section 1.12. Advance Notice of Stockholder Business. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting business must be: (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder. 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 and such business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive office of the
Corporation, not less than ninety (90) days nor more than one hundred and twenty
(120) days prior to the first anniversary of the date of the preceding year's
annual meeting; provided, however, that if either the date of the annual meeting
is more than thirty (30) days before or more than seventy (70) days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the date on which public announcement
of the date of such meeting is first made by the Corporation. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (A) 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, (B) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (C) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (D) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 1.12. A stockholder who
 
 
                                       4
<PAGE>
 
 
seeks to propose a nominee or nominees for director at an annual meeting must
comply with Section 2.15 of these By-Laws. The chairman of the annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this Section 1.12, 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. Nothing in these By-Laws shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act"), and to
put before such meeting any proposals so included in the Corporation's proxy
statement at his request.
 
                                   ARTICLE II
 
                               BOARD OF DIRECTORS
                               ------------------
 
          Section 2.1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board. The Board
may exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
or by these By-Laws directed or required to be exercised or done by the
stockholders.
 
          Section 2.2 Number, Qualification, Election and Term of Office. The
number of directors of the Corporation shall be fixed from time to time by the
vote of a majority of the entire Board then in office and set forth in a
resolution of the Board of Directors. and the number thereof may thereafter by
like vote be increased or decreased to such greater or lesser number (not more
than fifteen (15) nor less than three (3) or such other number of directors as
provided in the Corporation's Certificate of Incorporation, or any amendment
thereto) as may be so provided, subject to the provisions of Section 2.11
hereof. Except as otherwise provided by law, the Certificate of Incorporation or
these By-Laws, the directors shall be elected at the annual meeting of the
stockholders for the election of directors at which a quorum is present, and the
persons receiving a plurality of the votes cast at such meeting shall be
elected. Each director shall hold office until the next annual meeting of the
stockholders and until his successor shall have been duly elected and qualified,
or until his death, or until he shall have resigned, or have been removed, as
hereinafter provided in these By-Laws, or as otherwise provided by law or the
Certificate of Incorporation.
 
          Section 2.3. Place of Meetings. Meetings of the Board, whether annual,
regular or special, may be held at such place, within or without the State of
Delaware, as the Board may from time to time determine or as shall be specified
in the notice of such meeting.
 
          Section 2.4. Annual Meeting. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of the stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place which shall be specified in a notice thereof given as hereinafter provided
in Section 2.7 hereof.
 
 
                                       5
<PAGE>
 
 
          Section 2.5. Regular Meetings. Regular meetings of the Board shall be
held at such time and place as the Board may from time to time determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board need not be given except as otherwise required
by statute or these By-Laws.
 
          Section 2.6. Special Meetings. Special meetings of the Board may be
held at any time or place within or without the State of Delaware whenever
called by the Chairman, the Chief Executive Officer or by a majority of the
entire Board.
 
          Section 2.7. Notice of Meeting. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required) shall be
given by the Secretary or any Assistant Secretary as hereinafter provided in
this Section 2.7, in which notice shall be stated the time and place (within or
without the State of Delaware) of the meeting. Notice of each such meeting shall
be delivered to each director either (A) personally or by telephone, facsimile,
e-mail or other method permitted by law at least twenty-four (24) hours before
the time at which such meeting is to be held or (B) by first-class mail, postage
prepaid or express delivery service addressed to him at his residence, or usual
place of business, at least two (2) days before the day on which such meeting is
to be held. If mailed or sent by express delivery, such notice shall be deemed
to be delivered when deposited in the United States mail or given to the
delivery service. Notice of any such meeting need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of notice
or who shall attend such meeting without protesting, prior to or at its
commencement, the lack of notice to him. Except as otherwise specifically
required by law or these By-Laws, a notice or waiver of notice of any regular or
special meeting need not state the purposes of such meeting.
 
          Section 2.8. Quorum and Manner of Acting; Telephonic Participation. A
majority of the entire Board shall be present in person at any meeting of the
Board in order to constitute a quorum for the transaction of business at such
meeting. Except as otherwise expressly required by law or the Certificate of
Incorporation, the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board. Any one or more members
of the Board or any committee thereof may participate in a meeting of the Board
or such committee by means of a conference telephone or similar communications
equipment allowing all participants in the meeting to hear each other at the
same time and participation by such means shall constitute presence at a
meeting. In the absence of a quorum at any meeting of the Board, a majority of
the directors present thereat, or if no director be present, the Secretary, may
adjourn such meeting to another time and place, or such meeting, unless it be
the annual meeting of the Board, need not be held. At any adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
 
          Section 2.9. Organization. At each meeting of the Board, the Chairman
of the Board (or, in his absence, the Vice Chairman, or in his absence, the
Chief Executive Officer, or in his absence, the President, or, in his absence,
another director chosen by a majority of the directors present) shall act as
chairman of the meeting and preside thereat. The Secretary (or, in his absence,
 
 
                                       6
<PAGE>
 
 
any person appointed by the Chairman) shall act as secretary of the meeting and
keep the minutes thereof.
 
          Section 2.10. Resignations. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Board or Chairman
of the Board or the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of a resignation as a director shall
not be necessary to make it effective.
 
          Section 2.11. Vacancies. Vacancies, including newly created
directorships, may be filled by a majority of the directors then in office,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each director so elected shall hold
office until the expiration of the term of office of the director whom he has
replaced or until his successor is elected and qualified.
 
          Section 2.12. Removal of Directors. Any director or the entire Board
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 of the Corporation,
provided that any director whose term is classified as part of a classified
board, as set forth in the Corporation's Certificate of Incorporation, may be
removed only for cause.
 
          Section 2.13. Compensation. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity, provided 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 of
the Board may be allowed like compensation for attending committee meetings.
 
          Section 2.14. Action By the Board By Written 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 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.
 
          Section 2.15. Nominations For Directors. Only persons who are
nominated in accordance with the procedures set forth in this Section 2.15 shall
be eligible for election as directors by stockholders. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
stockholders meeting by or at the direction of the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
2.15. Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive office of the
Corporation not less than (90) days nor more than one-hundred and twenty (120)
days prior to the meeting prior to the first anniversary of the preceding year's
annual meeting; provided, however, that if either the date of the annual meeting
is more than thirty (30) days before or more than seventy (70) days after such
 
 
                                       7
<PAGE>
 
 
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the date on which public announcement
of the date of such meeting is first made by the Corporation. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (v) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (including without
limitation such persons' written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. At the
request of the Board of Directors any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the Corporation
that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 2.15. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
 
                                   ARTICLE III
 
                                BOARD COMMITTEES
                                ----------------
 
          Section 3.1. Board Committees. The Board may, by resolution passed by
a majority of the entire Board, designate one or more committees, to have such
authority as set forth in the charter, mandate or Board resolution establishing
each such committee. Each committee shall consist of two (2) or more of the
directors of the Corporation. The Board may designate one (1) or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent permitted by law and to the extent provided in the resolution of the
Board of Directors, shall have and may exercise the powers of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, 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 to act at the meeting in the
place of any such absent or disqualified member. Each committee shall keep
minutes of its proceedings and shall report such minutes to the Board. All such
proceedings shall be subject to revision or alteration by the Board.
 
 
                                       8
<PAGE>
 
 
          Section 3.2. Rules. A majority of the Board members of any committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide or as otherwise set forth in these By-Laws. Notice
of such meetings shall be given to each member of the committee in the manner
provided for in Section 2.7 hereof. The Board shall have the power at any time
to fill vacancies in, to change the membership of, or to dissolve any such
committee.
 
                                   ARTICLE IV
 
                                    OFFICERS
                                    --------
 
          Section 4.1. Number and Qualifications. As soon as practicable after
the annual meeting of stockholders in each year, the Board shall elect a
President and a Secretary. The Board may also elect a Chief Executive Officer, a
Chief Operating Officer, one or more Vice Presidents, a Chief Financial Officer,
a Treasurer and a Controller, and may give any of them such further designations
or alternate titles as it considers desirable. The Board may elect from among
its members a Chairman of the Board and a Vice Chairman of the Board. Any two or
more offices may be held by the same person, unless the Certificate of
Incorporation or these By-Laws provide otherwise. Such officers also shall be
elected from time to time by the Board to fill vacancies. The Board may from
time to time elect, or delegate to the Chairman of the Board or the Chief
Executive Officer the power to appoint such other officers (including one or
more Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries)
and such agents as may be necessary or desirable for the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as may be prescribed by the Board or by the
appointing authority.
 
          Section 4.2. Term. Except as otherwise provided in the resolution of
the Board of Directors electing any officer, each officer shall hold office
until the meeting of the Board following the next annual meeting of the
stockholders, or until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws.
 
          Section 4.3. Resignation. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified herein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
 
          Section 4.4. Removal. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the majority
of the entire Board at any meeting of the Board called for such person or by the
Chief Executive Officer. Any officer or agent appointed by the Chairman of the
Board or the Chief Executive Officer pursuant to Section 4.1 of these By-laws
may be removed, either with or without cause, by the person who had appointed
him. Such removal shall be without prejudice to the contractual rights, if any,
of the person so removed.
 
 
                                       9
<PAGE>
 
 
          Section 4.5. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.
 
          Section 4.6. (a) The Chairman of the Board. The Chairman of the Board,
if one be elected, shall, if present, preside at each meeting of the
stockholders and of the Board and shall be an ex officio member of all
committees of the Board. He shall perform all duties incident to the office of
Chairman of the Board and such other duties as may from time to time be assigned
to him by the Board.
 
          (b) The Vice Chairman of the Board. The Vice Chairman of the Board, if
one be elected, shall have such powers and perform all such duties as from time
to time may be assigned to him by the Board or the Chairman of the Board and,
unless otherwise provided by the Board, shall in the case of the absence or
inability to act of the Chairman of the Board, perform the duties of the
Chairman of the Board and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board.
 
          Section 4.7. The Chief Executive Officer. The Chief Executive Officer
shall have the general active management of the business of the Corporation and
general and active supervision and direction over the other officers, agents and
employees and shall see that their duties are properly performed; subject,
however, to the regulation of the Board of Directors. If no Chairman of the
Board is elected, or at the request of the Chairman of the Board, or in the case
of his absence or inability to act unless there be a Vice Chairman of the Board
so designated to act, the Chief Executive Officer shall perform the duties of
the Chairman of the Board and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the Chairman of the Board. He shall
perform all duties incident to the office of Chief Executive Officer and such
other duties as from time to time may be assigned to him by the Board or the
Chairman of the Board.
 
          Section 4.8. The President. The President shall have general
and active supervision and direction over the business and affairs of the
Corporation and over its several officers, subject, however, to the direction of
the Chief Executive Officer and the control of the Board. He shall perform all
duties incident to the office of President and such other duties as from time to
time may be assigned to him by the Board or the Chief Executive Officer.
 
          Section 4.9. Chief Operating Officer. The Chief Operating Officer
shall have such general and active management of the business of the Corporation
and such specific delegation and assignments, as may be delegated and assigned
to him by the Board or by the Chief Executive Officer.
 
          Section 4.10. Vice Presidents. Each Executive Vice President, each
Senior Vice President and each Vice President shall have such powers and perform
all such duties as from time to time may be assigned to him by the Board, the
Chief Executive Officer, the President or the Chief Operating Officer.
 
 
                                       10
<PAGE>
 
 
          Section 4.11. The Chief Financial Officer. The Chief Financial Officer
shall also serve as the Treasurer of the Corporation, if no one is elected
Treasurer, and shall exercise general supervision over the receipt, custody and
disbursement of corporate funds. He shall have such further powers and duties as
may be conferred upon him from time to time by the Board of Directors or by the
Chief Executive Officer. He shall perform the duties of Controller if no one is
elected to that office.
 
          Section 4.12. The Controller. The Controller shall be the chief
accounting officer of the Corporation. He shall maintain adequate records of all
assets, liabilities and transactions of the Corporation, shall establish and
maintain internal accounting controls and, in cooperation with the independent
public accountants selected by the Board or a Committee thereof, shall supervise
internal auditing. He shall have such further powers and duties as may be
conferred upon him from time to time by the Board of Directors.
 
          Section 4.13. The Secretary. The Secretary shall
 
          (a) attend meetings of the Board and the stockholders, and keep or
cause to be kept in one or more books provided for the purpose, the minutes of
all meetings of the Board, the committees of the Board and the stockholders;
 
          (b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
 
          (c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation (unless
the seal be a facsimile, as hereinafter provided) and affix and attest the seal
to all other documents to be executed on behalf of the Corporation under its
seal;
 
          (d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
 
          (e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board, or the President.
 
          Section 4.14. Other Officers. The other officers, if any, of the
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution adopted by the Board of Directors
which is not inconsistent with these By-Laws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of the
Board. The Board may require any officers, agent or employee to give security
for the faithful performance of his duties.
 
          Section 4.15. Compensation. The compensation of the officers of the
Corporation for their services as such officer shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the Chief Executive Officer, as
the case may be. An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he is also a director of the
 
 
                                       11
<PAGE>
 
 
Corporation, but any such officer who shall also be a director shall not have
any vote in the determination of the amount of compensation paid to him.
 
 
                                    ARTICLE V
 
                                 INDEMNIFICATION
                                 ---------------
 
          Section 5.1. Right to Indemnification. (a) The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a director
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, manager, employee or agent of another corporation, limited
liability company, 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 in connection with such
action, suit or proceeding 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.
 
          (b) 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 or in the right of the Corporation by reason of the fact that
he is or was a director of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, manager, employee or agent of another
corporation, limited liability company, 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 in
connection with such action, suit or proceeding 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 except that no indemnification shall be made in respect of
any claim, issue or matter under this paragraph 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 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 Court of
Chancery or such other court shall deem proper.
 
          Section 5.2. Prepayment of Expenses. The Corporation may, in its
discretion, pay the expenses (including attorneys' fees) incurred in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be
ultimately determined that the director or officer is not entitled to be
indemnified under this Article or otherwise. Such expenses (including attorneys'
 
 
                                       12
<PAGE>
 
 
fees) 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 corporation
may, by action of its Board of Directors, provide for payment of such expenses
incurred by employees and agents of the Corporation as it deems appropriate.
 
          Section 5.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty (60) days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.
 
          Section 5.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article V shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise. These rights shall continue as to any
person who has ceased to be a director or officer of the Corporation and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
 
          Section 5.5 Other Indemnification; Insurance. The Corporation's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer, manager, employee or agent of another corporation,
limited liability company, partnership, joint venture, trust, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, limited liability company,
partnership, joint venture, trust, or other enterprise. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, manager, employee or
agent of another corporation, limited liability company, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of law or this section.
 
          Section 5.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article V shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
 
          Section 5.7. Savings. If this Article 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 of the
Corporation against judgments, fines, amounts paid in settlement and expenses
(including attorneys' fees) incurred in connection with any actual or threatened
action or proceeding whether civil or criminal, including an actual or
threatened action by or in the right of the Corporation, or any appeal therein,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the full extent permitted by applicable
law.
 
 
                                       13
<PAGE>
 
 
                                   ARTICLE VI
 
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------
 
          Section 6.1. Execution of Contracts. Except as otherwise required by
law, the Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any assistant officer) of the
Corporation as the Board may from time to time direct. Such authority may be
general or confined to specific instances as the Board may determine. Unless
authorized by the Board or expressly permitted by these By-Laws, an officer or
agent or employee shall not have any power or authority to bind the Corporation
by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.
 
          Section 6.2. Loans. Unless the Board shall otherwise determine, either
(i) the Chief Executive Officer, the President or the Chief Operating Officer,
singly, or (b) a Vice President, together with the Treasurer (Chief Financial
Officer), may effect loans and advances at any time for the Corporation or
guarantee any loans and advances to any subsidiary of 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 certificates or evidences or indebtedness of
the Corporation, or guarantee of indebtedness of subsidiaries of the
Corporation, but no officer or officers shall mortgage, pledge, hypothecate or
transfer any securities or other property of the Corporation, except when
authorized by the Board.
 
          Section 6.3. Check, Drafts, Etc. All checks, drafts, bills of exchange
or other orders for the payment of money out of the funds of the Corporation,
and all notes or other evidences of indebtedness of the Corporation, shall be
signed in the name and on behalf of the Corporation by such persons and in such
manner as shall from time to time be authorized by the Board.
 
          Section 6.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may from time
to time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the Board. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, checks, drafts and other orders for the payment
of money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation, or in such
manner as the Board may determine by resolution.
 
          Section 6.5. General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. The Board may make such special rules and regulations with respect to
 
 
                                       14
<PAGE>
 
 
such bank accounts, not inconsistent with the provisions of these By-laws, as it
may deem expedient.
 
          Section 6.6 Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors, the
Chief Executive Officer, the President, or a Vice President may from time to
time appoint an attorney or attorneys or agent or agents, of the Corporation, in
the name and on behalf of the Corporation to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation, any of whose stock or other securities may be held by
the Corporation, at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper.
 
                                   ARTICLE VII
 
                                  SHARES, ETC.
 
          Section 7.1. Stock Certificates. Each holder of shares of stock of the
Corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board, certifying the number of shares of the Corporation owned
by him. The certificates representing shares of stock shall be signed in the
name of the Corporation by the Chairman of the Board, or the Chief Executive
Officer or the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with
the seal of the Corporation (which seal may be a facsimile, engraved or
printed); provided, however, that where any such certificate is countersigned by
a transfer agent other than the Corporation or its employee, or is registered by
a registrar other than the Corporation or one of its employees, the signature of
the officers of the Corporation upon such certificates may be facsimiles,
engraved or printed. In case any officer who shall have signed or whose
facsimile signature has been placed upon such certificates shall have ceased to
be such officer before such certificates shall be issued, they may nevertheless
be issued by the Corporation with the same effect as if such officer were still
in office at the date of their issue.
 
          Section 7.2. Record of Stockholders. The stock record books and the
blank stock certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.
 
          Section 7.3. Transfer of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon. Except as otherwise provided by law,
the Corporation shall be entitled to recognize the exclusive right of a person
in whose name any share or shares stand on the record of stockholders as the
owner of such share or shares for all purposes, including, without limitation,
 
 
                                       15
<PAGE>
 
 
the rights to receive dividends or other distributions, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
 
          Section 7.4. Lost, Destroyed or Mutilated Certificates. The holder of
any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation of
such certificate, and the Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it which the owner thereof
shall allege to have been lost, stolen, or destroyed or which shall have been
mutilated. The Board may, in its discretion, require such owner or his legal
representative to give the Corporation a bond in such sum, limited or unlimited,
and in such form and with such surety or sureties as the Board in its absolute
discretion shall determine, to indemnify the Corporation against any claim that
may be made against it on account of the alleged lost, theft, or destruction of
any such certificate, or the issuance of a new certificate.
 
                                  ARTICLE VIII
 
                                  MISCELLANEOUS
                                  -------------
 
          Section 8.1. Principal or Registered Office. The principal registered
office of the Corporation shall be at such place as may be specified in the
Certificate of Incorporation of the Corporation or other certificate filed
pursuant to law, or if none be so specified, at such place as may from time to
time be fixed by the Board.
 
          Section 8.2. Other Offices. The Corporation also may have an office or
offices other than said principal or registered office, at such place or places
either within or without the state of incorporation.
 
          Section 8.3. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board.
 
          Section 8.4. Seal. The Board shall provide a corporate seal which
shall contain the name of the Corporation, the words "Corporate Seal" and the
year and state of incorporation.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
                                   ----------
 
          Section 9.1. Stockholders. These By-Laws may be amended or repealed,
or new By-Laws may be adopted, at any annual or special meeting of the
stockholders, by a majority of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class), in person or represented by proxy and entitled
to vote on such action; provided, however, that the notice of such meeting shall
have been given as provided in these By-Laws, which notice shall mention that
amendment or repeal of these By-Laws, or the adoption of new By-Laws, as one of
the purposes of such meeting.
 
 
                                       16
<PAGE>
 
 
          Section 9.2. Board of Directors. These By-laws may also be amended or
repealed or new By-laws may be adopted, by the Board at any meeting thereof;
provided, however, that notice of such meeting shall have been given as provided
in these By-Laws, which notice shall mention that amendment or repeal of the
By-Laws, or the adoption of new By-Laws, is one of the purposes of such
meetings. By-Laws adopted by the Board may be amended or repealed by the
stockholders as provided in Section 9.1 hereof.
 
 
                                       17