SECOND

AMENDED AND RESTATED

BYLAWS

OF

ADVANCE PARADIGM, INC.

a Delaware corporation

(the "Company")

(As adopted effective October 2, 2000)

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TABLE OF CONTENTS
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ARTICLE I OFFICES.................................................................................................1
Section 1.1. REGISTERED OFFICE...........................................................................1
Section 1.2. ADDITIONAL OFFICES..........................................................................1

ARTICLE II STOCKHOLDERS MEETINGS..................................................................................1
Section 2.1. ANNUAL MEETINGS.............................................................................1
Section 2.2. SPECIAL MEETINGS............................................................................1
Section 2.3. NOTICES.....................................................................................1
Section 2.4. QUORUM 2
Section 2.5. VOTING OF SHARES............................................................................2
Section 2.5.1. VOTING LISTS..............................................................2
Section 2.5.2. VOTES PER SHARE...........................................................2
Section 2.5.3. PROXIES...................................................................2
Section 2.5.4. REQUIRED VOTE.............................................................2
Section 2.5.5. CONSENTS IN LIEU OF MEETING...............................................3

ARTICLE III DIRECTORS.............................................................................................3
Section 3.1. DEFINITIONS.................................................................................3
Section 3.2. PURPOSE.....................................................................................4
Section 3.3. NUMBER......................................................................................4
Section 3.3.1. REDUCTION IN NUMBER OF CLASS B DIRECTORS..................................5
Section 3.3.2. INCREASE IN NUMBER OF CLASS B DIRECTORS...................................5
Section 3.3.3. INCREASE OR REDUCTION IN TOTAL DIRECTORS..................................5
Section 3.3.4. DIRECTORS ELECTED BY PREFERRED STOCKHOLDERS...............................5
Section 3.4. ELECTION....................................................................................5
Section 3.4.1. CLASS A DIRECTORS.........................................................5
Section 3.4.2. CLASS B-1 DIRECTORS.......................................................5
Section 3.4.3. CLASS B-2 DIRECTORS.......................................................5
Section 3.4.4. CLASS C DIRECTORS.........................................................6
Section 3.4.5. CLASS D DIRECTOR..........................................................6
Section 3.4.6. CLASSIFICATION BY TERM OF OFFICE..........................................6
Section 3.5. VACANCIES...................................................................................6
Section 3.6. REMOVAL.....................................................................................7
Section 3.7. COMPENSATION................................................................................7
Section 3.8. DIRECTORS EMERITUS AND ADVISORY DIRECTORS...................................................7

ARTICLE IV BOARD MEETINGS.........................................................................................7
Section 4.1. ANNUAL MEETINGS.............................................................................7
Section 4.2. REGULAR MEETINGS............................................................................7
Section 4.3. SPECIAL MEETINGS............................................................................8
Section 4.4. QUORUM, REQUIRED VOTE.......................................................................8
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Section 4.5. CONSENT IN LIEU OF MEETING..................................................................8

ARTICLE V COMMITTEES OF DIRECTORS.................................................................................8
Section 5.1. ESTABLISHMENT; STANDING COMMITTEES..........................................................8
Section 5.1.1. FINANCE COMMITTEE.........................................................9
Section 5.1.2. AUDIT COMMITTEE...........................................................9
Section 5.1.3. COMPENSATION COMMITTEE....................................................9
Section 5.2. AVAILABLE POWERS............................................................................9
Section 5.3. UNAVAILABLE POWERS.........................................................................10
Section 5.4. PROCEDURES.................................................................................10

ARTICLE VI OFFICERS..............................................................................................10
Section 6.1. ELECTED OFFICERS...........................................................................10
Section 6.1.1. CHAIRMAN OF THE BOARD....................................................10
Section 6.1.2. PRESIDENT................................................................10
Section 6.1.3. VICE PRESIDENTS..........................................................11
Section 6.1.4. SECRETARY................................................................11
Section 6.1.5. ASSISTANT SECRETARIES....................................................11
Section 6.1.6. TREASURER................................................................11
Section 6.1.7. ASSISTANT TREASURERS OR CONTROLLER.......................................11
Section 6.1.8. DIVISIONAL OFFICERS......................................................12
Section 6.2. ELECTION...................................................................................12
Section 6.3. APPOINTED OFFICERS.........................................................................12
Section 6.4. MULTIPLE OFFICEHOLDERS, STOCKHOLDER AND DIRECTOR OFFICERS..................................12
Section 6.5. COMPENSATION, VACANCIES....................................................................12
Section 6.6. ADDITIONAL POWERS AND DUTIES...............................................................12
Section 6.7. REMOVAL....................................................................................13

ARTICLE VII SHARE CERTIFICATES...................................................................................13
Section 7.1. ENTITLEMENT TO CERTIFICATES................................................................13
Section 7.2. MULTIPLE CLASSES OF STOCK..................................................................13
Section 7.3. SIGNATURES.................................................................................13
Section 7.4. ISSUANCE AND PAYMENT.......................................................................13
Section 7.5. LOST CERTIFICATES..........................................................................13
Section 7.6. TRANSFER OF STOCK..........................................................................14
Section 7.7. REGISTERED STOCKHOLDERS....................................................................14

ARTICLE VIII INDEMNIFICATION.....................................................................................14
Section 8.1. GENERAL....................................................................................14
Section 8.2. ACTIONS BY OR IN THE RIGHT OF THE COMPANY..................................................14
Section 8.3. INDEMNIFICATION AGAINST EXPENSES...........................................................15
Section 8.4. BOARD DETERMINATIONS.......................................................................15
Section 8.5. ADVANCEMENT OF EXPENSES....................................................................15
Section 8.6. NONEXCLUSIVE...............................................................................15
Section 8.7. INSURANCE..................................................................................15
Section 8.8. CERTAIN DEFINITIONS........................................................................16
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Section 8.9. CHANGE IN GOVERNING LAW....................................................................16

ARTICLE IX MISCELLANEOUS.........................................................................................16
Section 9.1. PLACE OF MEETINGS..........................................................................16
Section 9.2. FIXING RECORD DATES........................................................................16
Section 9.3. MEANS OF GIVING NOTICE.....................................................................17
Section 9.4. WAIVER OF NOTICE...........................................................................18
Section 9.5. ATTENDANCE VIA COMMUNICATIONS EQUIPMENT....................................................18
Section 9.6. DIVIDENDS..................................................................................18
Section 9.7. RESERVES...................................................................................18
Section 9.8. REPORTS TO STOCKHOLDERS....................................................................18
Section 9.9. CONTRACTS AND NEGOTIABLE INSTRUMENTS.......................................................18
Section 9.10. FISCAL YEAR...............................................................................19
Section 9.11. SEAL......................................................................................19
Section 9.12. BOOKS AND RECORDS.........................................................................19
Section 9.13. RESIGNATION...............................................................................19
Section 9.14. SURETY BONDS..............................................................................19
Section 9.15. PROXIES IN RESPECT OF SECURITIES OF OTHER-CORPORATIONS....................................19
Section 9.16. AMENDMENTS................................................................................19
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BYLAWS

ARTICLE I
OFFICES

SECTION 1.1. REGISTERED OFFICE. The registered office of the Company
within the State of Delaware shall be located at either (i) the principal place
of business of the Company in the State of Delaware or (ii) the office of the
corporation or individual acting as the Company's registered agent in Delaware.

SECTION 1.2. ADDITIONAL OFFICES. The Company may, in addition to its
registered office in the State of Delaware, have such other offices and places
of business, both within and without the State of Delaware, as the Board of
Directors of the Company (the "Board") may from time to time determine or as the
business and affairs of the Company may require.

ARTICLE II
STOCKHOLDERS MEETINGS

SECTION 2.1. ANNUAL MEETINGS. Annual meetings of stockholders shall be
held at a place and time on any weekday which is not a holiday as shall be
designated by the Board and stated in the notice of the meeting, at which the
stockholders shall elect the directors of the Company and transact such other
business as may properly be brought before the meeting.

SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, (i) may be called by the chairman of the board,
the president or any two directors and (ii) shall be called by the president or
secretary at the request in writing of a majority of the Board or stockholders
owning capital stock of the Company representing a majority of the votes of all
capital stock of the Company entitled to vote thereat. Such request of the Board
or the stockholders shall state the purpose or purposes of the proposed meeting.

SECTION 2.3. NOTICES. Written notice of each stockholders' meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote thereat by or at the direction of the officer
calling such meeting not less than ten (10) nor more than sixty (60) days before
the date of the meeting. If said notice is for a stockholders meeting other than
an annual meeting, it shall in addition state the purpose or purposes for which
said meeting is called, and the business transacted at such meeting shall be
limited to the matters so stated in said notice and any matters reasonably
related thereto.

SECTION 2.4. QUORUM. The presence at a stockholders' meeting of the
holders, present in person or represented by proxy, of capital stock of the
Company representing a majority of the votes of all capital stock of the Company
entitled to vote thereat shall constitute a quorum at such meeting for the
transaction of business except as otherwise provided by law, the certificate of
incorporation or these Bylaws. If a quorum shall not be present or represented
at any meeting of the stockholders, a majority of the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such reconvened
meeting at which a quorum shall be present or

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represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
reconvened meeting, a notice of said meeting shall be given to each stockholder
entitled to vote at said meeting. The stockholders present at a duly convened
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.5. VOTING OF SHARES.

SECTION 2.5.1. VOTING LISTS. The officer or agent who has charge
of the stock ledger of the Company shall prepare, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote thereat arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any such 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 any stockholder who is present. The original
stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at said meeting.

SECTION 2.5.2. VOTES PER SHARE. Unless otherwise provided in the
certificate of incorporation, each stockholder shall be entitled to one vote in
person or by proxy at every stockholders meeting for each share of capital stock
held by such stockholder.

SECTION 2.5.3. PROXIES. Every stockholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a stockholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing, executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall be voted on
or after three (3) years from its date, unless the proxy provides for a longer
period. Unless and until voted, every proxy shall be revocable at the pleasure
of the person who executed it, or his legal representatives or assigns, except
in those cases where an irrevocable proxy permitted by statute has been given.

SECTION 2.5.4. REQUIRED VOTE. When a quorum is present at any
meeting, the vote of the holders, present in person or represented by proxy, of
capital stock of the Company representing a majority of the votes of all capital
stock of the Company entitled to vote thereat shall decide any question brought
before such meeting, unless the question is one upon which, by express provision
of law or the certificate of incorporation or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.


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SECTION 2.5.5. CONSENTS IN LIEU OF MEETING. Except as otherwise
provided in the Certificate of Incorporation, any action required to be or which
may be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt, written notice of the action taken by means of
any such consent which is other than unanimous shall be given to those
stockholders who have not consented in writing and who would otherwise have been
entitled to vote thereon.

ARTICLE III
DIRECTORS

SECTION 3.1. DEFINITIONS.

"Certificates of Designations" means the Series A-1 Certificate of
Designations, the Series A-2 Certificate of Designations and the Series B
Certificate of Designations.

"Class A Directors" means those persons designated as the initial Class
A Directors by the Board and such other persons elected as Class A Directors
pursuant to Section 3.4.1. Only a person who is an officer or employee of the
Corporation or its Subsidiaries shall be qualified for election as, and to serve
as, a Class A Director.

"Class B Directors" means the Class B-1 Directors and the Class B-2
Directors.

"Class B-1 Directors" means those persons elected as Class B-1
Directors pursuant to Section 10(f) of the Series B Certificate of Designations.

"Class B-2 Directors" means those persons elected as Class B-2
Directors pursuant to Section 10(c) of the Series A-2 Certificate of
Designations.

"Class C Directors" means those persons designated as the initial Class
C Directors by the Board and such other persons as are elected to the Board of
Directors as Class C Directors pursuant to Section 3.4.4. Only a person who
qualifies as an "independent director" within the meaning of the rules of the
Nasdaq National Market shall be qualified for election as, and to serve as, a
Class C Director.

"Class D Director" means the person designated as the initial Class D
Director by the Board and such other persons elected as the Class D Director
pursuant to Section 3.4.5.

"Class D Termination Date" has the meaning given to it in the
Stockholders' Agreement.

"Common Stock" means the common stock, par value $.01 per share, of the
Corporation.

"Nominating Committees" means, collectively, the Class A Nominating
Committee, the Class B-1 Nominating Committee, the Class B-2 Nominating
Committee, the Class C Nominating Committee, and the Class D Nominating
Committee.

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"Non-Class B Directors" means any Director who is neither a Class B-1
Director nor a Class B-2 Director.

"Series A-1 Certificate of Designations" means the Certificate of
Designations for the Series A-1 Preferred Stock filed pursuant to the DGCL with
the Secretary of State of the State of Delaware on October 2, 2000, and as
amended, supplemented or restated from time to time.

"Series A-2 Certificate of Designations" means the Certificate of
Designations for the Series A-2 Preferred Stock filed pursuant to the DGCL with
the Secretary of State of the State of Delaware on October 2, 2000, and as
amended, supplemented or restated from time to time.

"Series A Preferred Stock" means the Series A-1 Preferred Stock and the
Series A-2 Preferred Stock.

"Series A-1 Preferred Stock" means the Preferred Stock designated by
the Board of Directors as Series A-1 11% Preferred Stock and having the powers,
designations, preferences, and the relative, participating, optional and other
special rights and qualifications, limitations and restrictions set forth in the
Series A-1 Certificate of Designations.

"Series A-2 Preferred Stock" means the Preferred Stock designated by
the Board of Directors as Series A-2 11% Preferred Stock and having the powers,
designations, preferences, and the relative, participating, optional and other
special rights and qualifications, limitations and restrictions set forth in the
Series A-2 Certificate of Designations.

"Series B Certificate of Designations" means the Certificate of
Designations for the Series B Preferred Stock filed pursuant to the DGCL with
the Secretary of State of the State of Delaware on October 2, 2000, and as
amended supplemented or restated from time to time.

"Series B Preferred Stock" means the Preferred Stock designated by the
Board of Directors as Series B Convertible Preferred Stock and having the
powers, designations, preferences, and the relative, participating, optional and
other special rights and qualifications, limitations and restrictions set forth
in the Series B Certificate of Designations.

"Stockholders' Agreement" means the Stockholders' Agreement dated as of
October 2, 2000 among Advance Paradigm, Inc., Rite Aid Corporation, Joseph
Littlejohn & Levy Fund III, L.P. and other persons named therein.

SECTION 3.2. PURPOSE. The business of the Company shall be managed by
or under the direction of the Board, which may exercise all such powers of the
Company and do all such lawful acts and things as are not by law, the
certificate of incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. Directors need not be stockholders or
residents of the State of Delaware.

SECTION 3.3. NUMBER. The number of directors constituting the Board
shall be fixed at 11 and shall consist of three Class A Directors, two Class B-1
Directors, two Class B-2 Directors, three Class C Directors and one Class D
Director. The number of Directors shall be subject to increase or decrease (i)
as provided herein or in the Certificate of Incorporation, (ii)


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pursuant to the terms of any Preferred Stock issued by the Corporation, or (iii)
as otherwise may be determined by the approval of the Board.

SECTION 3.3.1. REDUCTION IN NUMBER OF CLASS B DIRECTORS. The
number of Class B-1 and Class B-2 Directors shall be subject to reduction as set
forth in the applicable Certificate of Designations.

SECTION 3.3.2. INCREASE IN NUMBER OF CLASS B DIRECTORS. The number
of Class B-1 and Class B-2 Directors shall be subject to increase as provided in
the applicable Certificate of Designations. Any additional Directors elected by
the Series A Preferred Stockholders or Series B Preferred Stockholders shall not
be divided into classes pursuant to Section 3.4.6.

SECTION 3.3.3. INCREASE OR REDUCTION IN TOTAL DIRECTORS. Upon any
increase or reduction in the number of Class B-1 Directors or Class B-2
Directors, the number of total Directors shall be increased or reduced, as the
case may be, by the corresponding number of the increase or reduction in the
number of Class B-1 Directors or Class B-2 Directors.

SECTION 3.3.4. DIRECTORS ELECTED BY PREFERRED STOCKHOLDERS. A
Class B-1 or Class B-2 Director shall serve until such Director's successor
shall have been duly elected and qualified, or until such Director's right to
hold such office terminates pursuant to the applicable Certificate of
Designations, whichever occurs earlier, subject to such Director's earlier
death, disqualification, resignation or removal. Whenever the holders of the
series of Preferred Stock having the right to elect Directors are divested of
such right pursuant to the provisions of the applicable Certificate of
Designations, the terms of office of the Directors so elected by the holders of
such stock, or elected to fill any vacancies resulting from the death,
resignation, disqualification or removal of such Directors, shall automatically
terminate and the total and authorized number of Directors of the Corporation
shall be reduced accordingly.

SECTION 3.4. ELECTION

SECTION 3.4.1. CLASS A DIRECTORS. Prior to each annual meeting of
stockholders, the Corporation's nominees for Class A Directors standing for
election at such meeting shall be nominated by a majority of the Class A and
Class C Directors then in office (the "Class A Nominating Committee"). The Class
A Directors shall be elected by plurality vote of the holders of the shares of
Common Stock, voting or consenting (as the case may be) separately as a single
class.

SECTION 3.4.2. CLASS B-1 DIRECTORS. Prior to each annual meeting
of stockholders, the Corporation's nominees for Class B-1 Directors standing for
election at such meeting shall be nominated by a majority of the Class B-1
Directors then in office (the "Class B-1 Nominating Committee"). The Class B-1
Directors shall be elected by plurality vote of the holders of the shares of
Series B Preferred Stock, voting or consenting (as the case may be) separately
as a single class

SECTION 3.4.3. CLASS B-2 DIRECTORS. Prior to each annual meeting
of stockholders, the Corporation's nominees for Class B-2 Directors standing for
election at such


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meeting shall be nominated by a majority of the Class B-2 Directors then in
office (the "Class B-2 Nominating Committee"). The Class B-2 Directors shall be
elected by the vote of holders of a plurality of the votes represented by the
shares of Class B-2 Common Stock, voting or consenting (as the case may be)
separately as a single class.

SECTION 3.4.4. CLASS C DIRECTORS. Prior to each annual meeting of
stockholders, the Corporation's nominees for Class C Directors standing for
election at such meeting shall be nominated by vote of a majority of the Class A
and Class C Directors then in office (the "Class C Nominating Committee"). The
Class C Directors shall be elected by plurality vote of the holders of the
shares of Common Stock, voting or consenting (as the case may be) separately as
a single class.

SECTION 3.4.5. CLASS D DIRECTOR. Prior to each annual meeting of
stockholders the record date for which is prior to the Class D Termination Date,
the Corporation's nominee for the Class D Director shall be an individual
designated by vote of (i) a majority of the Class A Directors then in office
(the "Class D Nominating Committee"), and (ii) approved by all of the Class B
Directors then in office, such approval not to be unreasonably withheld. The
Class D Director shall be elected by plurality vote of the holders of the shares
of Common Stock. Upon the Class D Termination Date, the number of Class C
Directors shall be increased by one, the Class D Director then in office shall
become a Class C Director and the class of Class D Director shall cease to
exist.

SECTION 3.4.6. CLASSIFICATION BY TERM OF OFFICE. Directors shall
be divided by term of office into classes as nearly equal in number as possible,
and to the extent practicable, each Class A Director shall be in a different
class and each Class C Director shall be in a different class.

SECTION 3.5. VACANCIES.

Subject to the rights (if any) of the holders of any class or series of
stock to elect Directors and to fill vacancies in the Board of Directors
relating thereto, any and all vacancies in the Board of Directors, however
occurring, including by reason of an increase in the size of the Board of
Directors, or the death, resignation, disqualification or removal of a Director,
may be filled by a majority vote of the directors then in office, though less
than a quorum, provided, however, that any nominee to fill a vacancy in a Class
A Directorship shall be nominated by majority vote of the remaining members of
the Class A Nominating Committee, any nominee to fill a vacancy in a Class B-1
Directorship shall be nominated by majority vote of the remaining members of the
Class B-1 Nominating Committee, any nominee to fill a vacancy in a Class B-2
Directorship shall be nominated by majority vote of the remaining members of the
Class B-2 Nominating Committee, any nominee to fill a vacancy in a Class C
Directorship shall be nominated by a majority vote of the remaining members of
the Class C Nominating Committee, and any nominee to fill a vacancy in the Class
D Directorship shall be nominated by a majority vote of the remaining members of
the Class D Nominating Committee and approved by all of the Class B Directors
then in office, such approval not to be unreasonably withheld.

Except as otherwise provided in these Bylaws, any Director elected in
accordance with this Section 3.5 shall hold office for the remainder of the full
term of the class of Directors in


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which the new directorship was created or the vacancy occurred and until such
Director's successor shall have been duly elected and qualified or until such
Director's earlier death, disqualification, resignation or removal. Except as
otherwise provided in these Bylaws and subject to the rights (if any) of the
holders of any series of Preferred Stock, when the number of Directors is
increased or decreased, the Board of Directors shall determine the class or
classes by term of office to which the increased or decreased number of
Directors shall be apportioned; provided that no decrease in the number of
Directors may shorten the term of any incumbent Director, except as otherwise
provided in these Bylaws.

In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided in these By-laws or by law, may exercise
the powers of the full Board of Directors until such vacancy is filled.

SECTION 3.6. REMOVAL. Subject to the rights, if any, of any class or
series of stock to elect Directors and to remove any Director whom the holders
of any such stock have the right to elect, any Director (including persons
elected by Directors to fill vacancies in the Board of Directors) may be removed
from office without cause only by the affirmative vote of the holders of at
least a majority of the votes represented by the shares then entitled to vote in
the election of such Director.

SECTION 3.7. COMPENSATION. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, the Board shall have the authority
to fix the compensation of directors. The directors may be reimbursed their
expenses, if any, of attendance at each meeting of the Board and may be paid
either a fixed sum for attendance at each meeting of the Board or a stated
salary as director. No such payment shall preclude any director from serving the
Company in any other capacity and receiving compensation therefor. Members of
committees of the Board may be allowed like compensation for attending committee
meetings.

SECTION 3.8. DIRECTORS EMERITUS AND ADVISORY DIRECTORS. The Board may
from time to time elect one or more non-voting directors to serve as directors
emeritus or advisory directors. The directors elected pursuant to this Section
shall be invited to attend all meetings of the Board, but shall not be entitled
to vote on any matters, nor shall their presence be used for establishing a
quorum. Directors emeritus and advisory directors shall be prominent members of
the health care field and shall provide the Board with insights into strategic
issues affecting the Company. To induce prominent members of the health care
field to serve as directors emeritus or advisory directors, the Board may
determine to pay a fee to such directors.

ARTICLE IV
BOARD MEETINGS

SECTION 4.1. ANNUAL MEETINGS. The Board shall meet as soon as
practicable after the adjournment of each annual stockholders' meeting at the
place of the stockholders' meeting. No notice to the directors shall be
necessary to legally convene this meeting, provided a quorum is present.

SECTION 4.2. REGULAR MEETINGS. Regularly scheduled, periodic meetings
of the Board may be held without notice at such times and places as shall from
time to time be


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determined by resolution of the Board and communicated to all directors;
provided, however, that in no event shall the Board meet less frequently than
once in every calendar quarter.

SECTION 4.3. SPECIAL MEETINGS. Special meetings of the Board (i) may be
called by the chairman of the board or president and (ii) shall be called by the
president or secretary on the written request of two directors or the sole
director, as the case may be. Notice of each special meeting of the Board shall
be given, either personally or as hereinafter provided, to each director at
least 24 hours before the meeting if such notice is delivered personally or by
means of telephone, telegram, telex or facsimile transmission and delivery; two
days before the meeting if such notice is delivered by a recognized express
delivery service; and three days before the meeting if such notice is delivered
through the United States mail. Any and all business may be transacted at a
special meeting which may be transacted at a regular meeting of the Board.
Except as may be otherwise expressly provided by law, the certificate of
incorporation or these Bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice or waiver of
notice of such meeting.

SECTION 4.4. QUORUM, REQUIRED VOTE. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the Board,
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, except as may be otherwise
specifically provided by law, the certificate of incorporation or these Bylaws.
If a quorum shall not be present at any meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.

SECTION 4.5. CONSENT IN LIEU OF MEETING. Unless otherwise restricted by
the certificate of incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board or 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.

ARTICLE V
COMMITTEES OF DIRECTORS

SECTION 5.1. ESTABLISHMENT; STANDING COMMITTEES. In addition to the
Nominating Committees, the Board may by resolution establish one or more
committees, each committee to consist of one or more of the directors. Each
committee of the Board (including the Audit Committee and the Compensation
Committee but excluding the Nominating Committees) shall have, as members, a
proportional number of Class B-1 Directors and Class B-2 Directors, as a group
(in relation to the total number of Directors), unless (a) such representation
is prohibited by applicable law or rules of the Nasdaq National Market or any
other national securities exchange on which the securities of the Company are
listed for trading, in which case such committees shall have, as members, the
maximum number of Class B-1 Directors and Class B-2 Directors permitted by
applicable law and rules of the Nasdaq National Market or such national
securities exchange, or (b) the Class B-1 Directors and Class B-2 Directors
elect not to serve on any such committee. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required. In
addition to the Nominating Committees, there


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<PAGE> 13


shall exist the following standing committees, which committees shall have and
may exercise the following powers and authority:

SECTION 5.1.1. FINANCE COMMITTEE. The Finance Committee shall,
from time to time, meet to review the Company's consolidated operating and
financial affairs, both with respect to the Company and all of its subsidiaries,
and to report its findings and recommendations to the Board of Directors for
final action. The Finance Committee shall not be empowered to approve any
corporate action, of whatever kind or nature, and the recommendations of the
Finance Committee shall not be binding on the Board of Directors, except when,
pursuant to the provisions of Section 5.2 of these Bylaws, such power and
authority have been specifically delegated to such committee by the Board of
Directors by resolution. In addition to the foregoing, the specific duties of
the Finance Committee shall be determined by the Board of Directors by
resolution.

SECTION 5.1.2. AUDIT COMMITTEE. The Audit Committee shall, from
time to time, but no less than two times per year, meet to review and monitor
the financial and cost accounting practices and procedures of the Company all of
its subsidiaries and to report its findings and recommendations to the Board of
Directors for final action. The Audit Committee shall not be empowered to
approve any corporate action, of whatever kind or nature, and the
recommendations of the Audit Committee shall not be binding on the Board of
Directors, except when, pursuant to the provisions of Section 5.2 of these
Bylaws, such power and authority have been specifically delegated to such
committee by the Board of Directors by resolution. In addition to the foregoing,
the specific duties of the Audit Committee shall be determined by the Board of
Directors by resolution.

SECTION 5.1.3. COMPENSATION COMMITTEE. The Compensation Committee
shall, from time to time, meet to review the various compensation plans,
policies and practices of the Company and all of its subsidiaries and to report
its findings and recommendations to the Board of Directors for final action. The
Compensation Committee shall not be empowered to approve any corporate action,
of whatever kind or nature, and the recommendations of the Compensation
Committee shall not be binding on the Board of Directors, except when, pursuant
to the provisions of Section 5.2 of these Bylaws, such power and authority have
been specifically delegated to such committee by the Board of Directors by
resolution. In addition to the foregoing, the specific duties of the
Compensation Committee shall be determined by the Board of Directors by
resolution.

SECTION 5.2. AVAILABLE POWERS. Any committee established pursuant to
Section 5.1 of these Bylaws, including the Finance Committee, the Audit
Committee and the Compensation Committee, but only to the extent provided in the
resolution of the Board establishing such committee or otherwise delegating
specific power and authority to such committee and as limited by law, the
certificate of incorporation and these Bylaws, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Company, and may authorize the seal of the Company to be affixed
to all papers which may require it. Without limiting the foregoing, such
committee may, but only to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
as provided in Section 151(a) of the General Corporation Law of the State of
Delaware, fix any of the preferences or rights of such shares relating to
dividends, redemption,


9
<PAGE> 14


dissolution, any distribution of assets of the Company 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 Company.

SECTION 5.3. UNAVAILABLE POWERS. No committee of the Board shall have
the power or authority to amend the certificate of incorporation (except in
connection with the issuance of capital stock as provided in the previous
section); adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, a dissolution of the Company or a revocation of
such a dissolution; amend the Bylaws of the Company; or, unless the resolution
establishing such committee or the certificate of incorporation expressly so
provides, declare a dividend, authorize the issuance of stock or adopt a
certificate of ownership and merger.

SECTION 5.4. PROCEDURES. The time, place and notice, if any, of
meetings of a committee shall be determined by such committee. At meetings of a
committee, a majority of the number of members designated by the Board shall
constitute a quorum for the transaction of business. The act of a majority of
the members present at any meeting at which a quorum is present shall be the act
of the committee, except as otherwise specifically provided by law, the
certificate of incorporation or these Bylaws. If a quorum is not present at a
meeting of a committee, the members present may adjourn the meeting from time to
time, without notice other than an announcement at the meeting, until a quorum
is present.

ARTICLE VI
OFFICERS

SECTION 6.1. ELECTED OFFICERS. The Board shall elect a chairman of the
board, a president, a treasurer and a secretary (collectively, the "Required
Officers") having the respective duties enumerated below and may elect such
other officers having the titles and duties set forth below which are not
reserved for the Required Officers or such other titles and duties as the Board
may by resolution from time to time establish:

SECTION 6.1.1. CHAIRMAN OF THE BOARD. The chairman of the board
shall be the ranking chief executive officer of the Company, shall have general
supervision of the affairs of the Company and general control of all of its
business and shall see that all orders and resolutions of the Board are carried
into effect. The chairman of the board, or in his absence, the president, shall
preside when present at all meetings of the shareholders and the Board. The
chairman of the board may execute bonds, mortgages and other contracts requiring
a seal under the seal of the Company, except where required or permitted by law
to be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board to some other officer or agent
of the Company.

The chairman of the board may delegate all or any of his powers or
duties to the president, if and to the extent deemed by the chairman of the
board to be desirable or appropriate.

SECTION 6.1.2. PRESIDENT. The president shall be the chief
operating officer of the Company and shall, subject to the supervision of the
chairman of the board and the Board,

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<PAGE> 15


have general management and control of the day-to-day business operations of the
Company. The president shall put into operation the business policies of the
Company as determined by the chairman of the board and the Board and as
communicated to him by such officer and bodies. He shall make recommendations to
the chairman of the board on all matters which would normally be reserved for
the final executive responsibility of the chairman of the board. In the absence
of the chairman of the board or in the event of his inability or refusal to act,
the president shall perform the duties and exercise the powers of the chairman
of the board.

SECTION 6.1.3. VICE PRESIDENTS. In the absence of the president or
in the event of his inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election or appointment) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

SECTION 6.1.4. SECRETARY. The secretary shall attend all meetings
of the stockholders, the Board and (as required) committees of the Board and
shall record all the proceedings of such meetings in books to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board and shall perform such other
duties as may be prescribed by the Board or the president. He shall have custody
of the corporate seal of the Company and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board may give general authority to any other officer
to affix the seal of the Company and to attest the affixing thereof by his
signature.

SECTION 6.1.5. ASSISTANT SECRETARIES. The assistant secretary, or
if there be more than one, the assistant secretaries in the order determined by
the Board (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the secretary and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

SECTION 6.1.6. TREASURER. Unless the Board by resolution otherwise
provides, the treasurer shall be the chief accounting and financial officer of
the Company. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Company and shall deposit all moneys and other
valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board. He shall disburse the funds of
the Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the president and the Board, at its regular
meetings, or when the Board so requires, an account of all his transactions as
treasurer and of the financial condition of the Company.

SECTION 6.1.7. ASSISTANT TREASURERS OR CONTROLLER. The assistant
treasurer or controller, or if there shall be more than one, the assistant
treasurers in the


11
<PAGE> 16

order determined by the Board (or if there be no such determination, then in the
order of their election or appointment) shall, in the absence of the treasurer
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the Board may from time to time prescribe.

SECTION 6.1.8. DIVISIONAL OFFICERS. Each division of the Company,
if any, may have a president, secretary, treasurer or controller and one or more
vice presidents, assistant secretaries, assistant treasurers and other assistant
officers. Any number of such offices may be held by the same person. Such
divisional officers will be appointed by, report to and serve at the pleasure of
the Board and such other officers that the Board may place in authority over
them. The officers of each division shall have such authority with respect to
the business and affairs of that division as may be granted from time to time by
the Board, and in the regular course of business of such division may sign
contracts and other documents in the name of the division where so authorized;
provided that in no case and under no circumstances shall an officer of one
division have authority to bind any other division of the Company except as
necessary in the pursuit of the normal and usual business of the division of
which he is an officer.

SECTION 6.2. ELECTION. All elected officers shall serve until their
successors are duly elected and qualified or until their earlier death,
disqualification, retirement, resignation or removal from office.

SECTION 6.3. APPOINTED OFFICERS. The Board may also appoint or delegate
the power to appoint such other officers, assistant officers and agents, and may
also remove such officers and agents or delegate the power to remove same, as it
shall from time to time deem necessary, and the titles and duties of such
appointed officers may be as described in Section 6.1 for elected officers;
provided that the officers and any officer possessing authority over or
responsibility for any functions of the Board shall be elected officers.

SECTION 6.4. MULTIPLE OFFICEHOLDERS, STOCKHOLDER AND DIRECTOR OFFICERS.
Any number of offices may be held by the same person, unless the certificate of
incorporation or these Bylaws otherwise provide. Officers need not be
stockholders or residents of the State of Delaware. Officers, such as the
chairman of the board, possessing authority over or responsibility for any
function of the Board must be directors.

SECTION 6.5. COMPENSATION, VACANCIES. The compensation of elected
officers shall be set by the Board. The Board shall also fill any vacancy in an
elected office. The compensation of appointed officers and the filling of
vacancies in appointed offices may be delegated by the Board to the same extent
as permitted by these Bylaws for the initial filling of such offices.

SECTION 6.6. ADDITIONAL POWERS AND DUTIES. In addition to the foregoing
especially enumerated powers and duties, the several elected and appointed
officers of the Company shall perform such other duties and exercise such
further powers as may be provided by law, the certificate of incorporation or
these Bylaws or as the Board may from time to time determine or as may be
assigned to them by any competent committee or superior officer.


12
<PAGE> 17


SECTION 6.7. REMOVAL. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board.

ARTICLE VII
SHARE CERTIFICATES

SECTION 7.1. ENTITLEMENT TO CERTIFICATES. Every holder of the capital
stock of the Company, unless and to the extent the Board by resolution provides
that any or all classes or series of stock shall be uncertificated, shall be
entitled to have a certificate, in such form as is approved by the Board and
conforms with applicable law, certifying the number of shares owned by him.

SECTION 7.2. MULTIPLE CLASSES OF STOCK. If the Company shall be
authorized to issue more than one class of capital stock or more than one series
of any class, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualification, limitations or restrictions of such preferences
and/or rights shall, unless the Board shall by resolution provide that such
class or series of stock shall be uncertificated, be set forth in full or
summarized on the face or back of the certificate which the Company shall issue
to represent such class or series of stock; provided that, to the extent allowed
by law, in lieu of such statement, the face or back of such certificate may
state that the Company will furnish a copy of such statement without charge to
each requesting stockholder.

SECTION 7.3. SIGNATURES. Each certificate representing capital stock of
the Company shall be signed by or in the name of the Company by (1) the chairman
of the board, the president or a vice president; and (2) the treasurer, an
assistant treasurer, the secretary or an assistant secretary of the Company. The
signatures of the officers of the Company may be facsimiles. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to hold such office before such certificate is issued, it may
be issued by the Company with the same effect as if he held such office on the
date of issue.

SECTION 7.4. ISSUANCE AND PAYMENT. Subject to the provisions of the
law, the certificate of incorporation or these Bylaws, shares may be issued for
such consideration and to such persons as the Board may determine from time to
time. Shares may not be issued until the full amount of the consideration has
been paid, unless upon the face or back of each certificate issued to represent
any partly paid shares of capital stock there shall have been set forth the
total amount of the consideration to be paid therefor and the amount paid
thereon up to and including the time said certificate is issued.

SECTION 7.5. LOST CERTIFICATES. The Board may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost, stolen or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Company a bond in such sum as it may direct as indemnity


13
<PAGE> 18


against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed.

SECTION 7.6. TRANSFER OF STOCK. Upon surrender to the Company or its
transfer agent, if any, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignation or authority to transfer and of
the payment of all taxes applicable to the transfer of said shares, the Company
shall be obligated to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books; provided,
however, that the Company shall not be so obligated unless such transfer was
made in compliance with applicable state and federal securities laws.

SECTION 7.7. REGISTERED STOCKHOLDERS. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1. GENERAL. The Company 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 Company), by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him 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 Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, have reasonable cause to believe that his conduct was unlawful.

SECTION 8.2. ACTIONS BY OR IN THE RIGHT OF THE COMPANY. The Company
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 or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture or trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit 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 Company and


14
<PAGE> 19


except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 8.3. INDEMNIFICATION AGAINST EXPENSES. To the extent that a
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
sections 8.1 and 8.2, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

SECTION 8.4. BOARD DETERMINATIONS. Any indemnification under sections
8.1 and 8.2 (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in sections 8.1 and 8.2.
Such determination shall be made (1) by a majority vote of the directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such disinterested directors or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.

SECTION 8.5. ADVANCEMENT OF EXPENSES. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Company as authorized by law or in this
section. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

SECTION 8.6. NONEXCLUSIVE. The indemnification and advancement of
expenses provided by, or granted pursuant to, this section shall not be deemed
exclusive of any other rights to which any director, officer, employee or agent
of the Company seeking indemnification or advancement of expenses may be
entitled under any other Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent of the Company and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

SECTION 8.7. INSURANCE. The Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of the statutes, the Certificate of Incorporation
or this section.


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<PAGE> 20


SECTION 8.8. CERTAIN DEFINITIONS. For purposes of this section, (a)
references to "the Company" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this section with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued; (b) references to "other enterprises" shall include
employee benefit plans; (c) references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and (d)
references to "serving at the request of the Company" shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Company" as referred to in this section.

SECTION 8.9. CHANGE IN GOVERNING LAW. In the event of any amendment or
addition to Section 145 of the General Corporation Law of the State of Delaware
or the addition of any other section to such law which shall limit
indemnification rights thereunder, the Company shall, to the extent permitted by
the General Corporation Law of the State of Delaware, indemnify to the fullest
extent authorized or permitted hereunder, 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
(including an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the Company or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1. PLACE OF MEETINGS. All stockholders, directors and
committee meetings shall be held at such place or places, within or without the
State of Delaware, as shall be designated from time to time by the Board or such
committee and stated in the notices thereof. If no such place is so designated,
said meetings shall be held at the principal business office of the Company.

SECTION 9.2. FIXING RECORD DATES.

(a) In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix, in advance, a record date, which
shall not precede the date upon which the resolution fixing


16
<PAGE> 21


the record date is adopted by the Board, and which record date shall not be more
than sixty (60) nor less than ten (10) days prior to any such action. If no
record date is fixed by the Board, 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 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. 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 may fix a new record date for
the adjourned meeting.

(b) In order that the Company may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and which date shall not be more than ten days after the date upon which
the resolution fixing the record date is adopted by the Board. If no record date
has been fixed by the Board, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board is otherwise required, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Company by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the Company having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Company's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board and prior action by the Board is
required, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board adopts the resolution taking such prior action.

(c) In order that the Company may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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 may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

SECTION 9.3. MEANS OF GIVING NOTICE. Whenever under law, the
certificate of incorporation or these Bylaws, notice is required to be given to
any director or stockholder, such notice may be given in writing and delivered
personally, through the United States mail, by a recognized express delivery
service (such as Federal Express) or by means of telegram, telex or facsimile
transmission, addressed to such director or stockholder at his address or telex
or facsimile transmission number, as the case may be, appearing on the records
of the Company, with postage and fees thereon prepaid. Such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail or with an express delivery service or when transmitted, as the case
may be. Notice of any meeting of the Board may be given to a director by
telephone and shall be deemed to be given when actually received by the
director.


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<PAGE> 22

SECTION 9.4. WAIVER OF NOTICE. Whenever any notice is required to be
given under law, the certificate of incorporation or these bylaws, a written
waiver of such notice, signed before or after the date of such meeting by the
person or persons entitled to said notice, shall be deemed equivalent to such
required notice. All such waivers shall be filed with the corporate records.
Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

SECTION 9.5. ATTENDANCE VIA COMMUNICATIONS EQUIPMENT. Unless otherwise
restricted by law, the certificate of incorporation or these Bylaws, members of
the Board, any committee thereof or the stockholders may hold a meeting by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can effectively communicate with each
other. Such participation in a meeting shall constitute presence in person at
the meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

SECTION 9.6. DIVIDENDS. Dividends on the capital stock of the Company,
paid in cash, property, or securities of the Company and as may be limited by
applicable law and applicable provisions of the certificate of incorporation (if
any), may be declared by the Board at any regular or special meeting.

SECTION 9.7. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Company available for dividends such sum or sums
as the Board from time to time, in its absolute discretion, think proper as a
reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the Company, or for such other purpose
as the Board shall determine to be in the best interest of the Company; and the
Board may modify or abolish any such reserve in the manner in which it was
created.

SECTION 9.8. REPORTS TO STOCKHOLDERS. The Board shall present at each
annual meeting of stockholders, and at any special meeting of stockholders when
called for by vote of the stockholders, a statement of the business and
condition of the Company.

SECTION 9.9. CONTRACTS AND NEGOTIABLE INSTRUMENTS. Except as otherwise
provided by law or these Bylaws, any contract or other instrument relative to
the business of the Company may be executed and delivered in the name of the
Company and on its behalf by the chairman of the board or the president; and the
Board may authorize any other officer or agent of the Company to enter into any
contract or execute and deliver any contract in the name and on behalf of the
Company, and such authority may be general or confined to specific instances as
the Board may by resolution determine. All bills, notes, checks or other
instruments for the payment of money shall be signed or countersigned by such
officer, officers, agent or agents and in such manner as are permitted by these
Bylaws and/or as, from time to time, may be prescribed by resolution (whether
general or special) of the Board. Unless authorized so to do by these Bylaws or
by the Board, no officer, agent or employee shall have any power or authority to
bind the Company by any contract or engagement, or to pledge its credit, or to
render it liable pecuniarily for any purpose or to any amount.


18
<PAGE> 23


SECTION 9.10. FISCAL YEAR. The fiscal year of the Company shall be
fixed by resolution of the Board.

SECTION 9.11. SEAL. The seal of the Company shall be in such form as
shall from time to time be adopted by the Board. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

SECTION 9.12. BOOKS AND RECORDS. The Company shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders, Board and committees and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

SECTION 9.13. RESIGNATION. Any director, committee member, officer or
agent may resign by giving written notice to the chairman of the board, the
president or the secretary. The resignation shall take effect at the time
specified therein, or immediately if no time is specified. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

SECTION 9.14. SURETY BONDS. Such officers and agents of the Company (if
any) as the president or the Board may direct, from time to time, shall be
bonded for the faithful performance of their duties and for the restoration to
the Company, in case of their death, resignation, retirement, disqualification
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in their possession or under their control belonging to the
Company, in such amounts and by such surety companies as the president or the
Board may determine. The premiums on such bonds shall be paid by the Company,
and the bonds so furnished shall be in the custody of the Secretary.

SECTION 9.15. PROXIES IN RESPECT OF SECURITIES OF OTHER-CORPORATIONS.
The chairman of the board, the president, any vice president or the secretary
may from time to time appoint an attorney or attorneys or an agent or agents for
the Company to exercise, in the name and on behalf of the Company, the powers
and rights which the Company may have as the holder of stock or other securities
in any other corporation to vote or consent in respect of such stock or other
securities, and the chairman of the board, the president, any vice president or
the secretary may instruct the person or persons so appointed as to the manner
of exercising such powers and rights; and the chairman of the board, the
president, any vice president or the secretary may execute or cause to be
executed, in the name and on behalf of the Company and under its corporate seal
or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in order that the Company may exercise such powers and
rights.

SECTION 9.16. AMENDMENTS. These Bylaws may be altered, amended,
repealed or replaced by the stockholders, or by the Board when such power is
conferred upon the Board by the certificate of incorporation, at any annual
stockholders meeting or annual or regular meeting of the Board, or at any
special meeting of the stockholders or of the Board if notice of such
alteration, amendment, repeal or replacement is contained in the notice of such
special meeting. If the power to adopt, amend, repeal or replace these Bylaws is
conferred upon the Board by the certificate of incorporation, the power of the
stockholders to so adopt, amend, repeal or replace these Bylaws shall not be
divested or limited thereby.