BY-LAWS

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ARTICLE I
OFFICES

Section 1. The registered office of the
corporation shall be at 1209 Orange Street, in the City of Wilmington, County
of New Castle, State of Delaware. The registered agent of the corporation at
such address is The Corporation Trust Company.

Section 2. The corporation may also have
offices at such other places both within and without the State of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for
the election of directors shall be held in the City of Fairfax, Commonwealth of
Virginia, at such place as may be fixed from time to time by the board of
directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

Section 2. The annual meeting of stockholders
for the election of directors and the transaction of other business shall be
held, in each year on the second Friday in May if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 a.m., or at any
other date and time that shall be designated from time to time by the board of
directors and stated in the notice of the meeting.

Section 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, either personally or by mail, not
less than ten nor more than sixty days before the date of the meeting. If
mailed, such notice shall be deemed to have been given when deposited in the
United States mail, postage prepaid directed to the stockholder as it appears
on the records of the corporation.

Section 4. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the
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stockholders entitled to vote at the meeting arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, 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.

Section 5. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the chief
executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed
meeting.

Section 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

Section 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat (or in the case of a
class or series entitled to vote to the exclusion of any other class or series,
a majority of such class or series), present in person or represented by proxy,
shall constitute a quorum at all meetings of such stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders (including any class or series
thereof), the holders of a majority of stock 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 adjourned meeting, at which a
quorum shall be present or 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 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 9. At all meetings of the stockholders
for the election of directors a plurality of the votes cast shall be sufficient
to elect. All other elections and questions shall, unless otherwise provided
by the certificate of incorporation, these By-laws, the rules or regulations of
any stock exchange applicable to the corporation, as otherwise provided by law
or pursuant to any regulation applicable to the corporation, be decided by the
affirmative vote of the holders of

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a majority in voting power of the shares of stock of the corporation which are
present in person or by proxy and entitled to vote thereon.

Section 10. Except as otherwise provided by or
pursuant to the provisions of the certificate of incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be entitled
to one vote for each share of stock held by such stockholder which has voting
power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such stockholder 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 need not be by written ballot.

Section 11. 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, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which 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 nor less than ten 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. Article IIB, Section 1 of these By-laws shall govern the record date
to determine stockholders entitled to express consent to corporate actions in
writing without a meeting.

Section 12. Meetings of stockholders shall be
presided over by the chairman of the board, if any, or in his absence by the
vice chairman of the board, if any, 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.

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Section 13. The corporation shall in advance of any
meeting of stockholders appoint one or more inspectors of election, who may be
employees of the corporation, to act at the meeting and any adjournment thereof
and to make a written report thereof. The corporation may designate one or
more persons as alternate inspectors to replace any inspector who fails to act.
In the event that no inspector so appointed or designated is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of the
corporation outstanding and the voting power of each such share, (ii) count all
votes and ballots, (iii) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (iv) certify their determination of the number of shares of
capital stock of the corporation represented at the meeting and such
inspectors' count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law. In determining
the validity and counting of proxies and ballots cast at any meeting of
stockholders of the corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office
at an election may serve as an inspector at such election.

Section 14. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The board of directors 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 as, in the judgment of such
chairman, 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.

ARTICLE IIA
NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS

Section 1. (A) Nominations of persons for
election to the board of directors and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the corporation's notice of meeting (or any supplement
thereto),

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(b) by or at the direction of the board of directors or (c) by any stockholder
of the corporation who was a stockholder of record at the time of giving of
notice provided for in this By-law, who is entitled to vote at the meeting and
complies with the notice procedures set forth in this By-law.

(B) For nominations or other business
to be properly brought before an annual meeting by a stockholder pursuant to
clause (c) of paragraph (1)(A) of this By-law, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation and such
other business must otherwise be a proper matter for stockholder action. To
be timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the sixtieth day nor earlier than the close of business on the
ninetieth day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than sixty 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 ninetieth day prior to such
annual meeting and not later than the close of business on the later of the
sixtieth day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
corporation. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. 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 all information relating to such person that is
required to be disclosed in solicitations or proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-11 thereunder (and such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, and in the
event that such business includes a proposal to amend the By-laws of the
corporation, the language of the proposed amendment; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (iii)
a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the proponent intends or is part of a group which
intends to solicit proxies from other stockholders in support of such proposal
or nomination.

(C) Notwithstanding anything in the
second sentence of paragraph (1)(B) of this By-law to the contrary, in the
event that the number of directors to be elected to the board of directors of
the corporation is increased and there is no public announcement by the
corporation naming all of the nominees for director or specifying the size of
the increased board of directors at least seventy days prior to the first
anniversary of the preceding year's annual

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meeting, a stockholder's notice required by this By-law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.

Section 2. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting
pursuant to the corporation's notice of meeting. Nominations of persons for
election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporation's
notice of meeting (a) by or at the direction of the board of directors or (b)
provided that the board of directors has determined that directors shall be
elected at such meeting, by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in this
By-law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-law. In the event the corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the board of directors, any such stockholder may nominate a person
or persons (as the case may be) for election to such position(s) as specified
in the corporation's notice of meeting, if the stockholder's notice required by
paragraph (1)(B) of this By-law shall be delivered to the secretary at the
principal executive offices of the corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting,
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the board of
directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

Section 3. (A) Only such persons who are
nominated in accordance with the procedures set forth in this By-law shall be
eligible to serve as director and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this By-law. Except as otherwise
provided by law, the chairman of the meeting shall have the power and duty to
(i) determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with
the procedures set forth in this By-law and (ii) if any proposed nomination or
business is not in compliance with this By-law, or if the stockholder solicits
or is part of a group which solicits proxies in support of such stockholder's
proposal without such stockholder having made the representation required by
clause (c)(iv) of paragraph 1(B) of this By-law, to declare that such defective
proposal or nomination shall be disregarded.

(B) For purposes of this By-law,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(C) Notwithstanding the foregoing
provisions of this By-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules

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and regulations thereunder with respect to the matters set forth in this
By-law. Nothing in this By-law shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

ARTICLE IIB
CONSENTS TO CORPORATE ACTION

RECORD DATE

Section 1. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the board of directors or as otherwise
established under this Section. Any person seeking to have the stockholders
authorize or take corporate action by written consent without a meeting shall,
by written notice addressed to the secretary and delivered to the corporation,
request that a record date be fixed for such purpose. The board of directors
may fix a record date for such purpose which shall be no more than ten days
after the date upon which the resolution fixing the record date is adopted by
the board of directors and shall not precede the date such resolution is
adopted. If the board of directors fails within ten days after the corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
corporation in the manner described in Section 2 below unless prior action by
the board of directors is required under the General Corporation Law of the
State of Delaware, in which event the record date shall be at the close of
business on the day on which the board of directors adopts the resolution
taking such prior action.

PROCEDURES

Section 2. (A) Every written consent purporting
to take or authorizing the taking of corporate action and/or related
revocations (each such written consent and related revocation is referred to in
this Article IIB as a "Consent") shall bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take
the corporate action referred to therein unless, within sixty days of the
earliest dated Consent delivered in the manner required by this Section 2,
Consents signed by a sufficient number of stockholders to take such action are
so delivered to the corporation. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous Consent shall be given to those
stockholders who have not consented in writing, to the extent required by law.

(B) A Consent shall be delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery to the corporation's registered office shall be made by
hand or by certified or registered mail, return receipt requested.

(C) Consents shall be valid for a
maximum of sixty days after the date of the earliest dated Consent delivered to
the corporation in the manner provided in Section 228(c)

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of the General Corporation Law of the State of Delaware. Consents may be
revoked by written notice (i) to the corporation, (ii) to the stockholder or
stockholders soliciting consents or soliciting revocation in opposition to
action by consent (the "Soliciting Stockholder"), or (iii) to a proxy solicitor
or other agent designated by the corporation or the Soliciting Stockholders.

(D) Within ten business days after
receipt of the earliest dated Consent delivered to the corporation in the
manner provided in Section 228(c) of the General Corporation Law of the State
of Delaware or the determination by the board of directors of the corporation
that the corporation should seek corporate action by written consent, as the
case may be, the secretary of the corporation shall engage nationally
recognized independent inspectors of elections for the purpose of performing a
ministerial review of the validity of the Consents and revocations. The cost
of retaining inspectors of election shall be borne by the corporation. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the corporation that the consents delivered
to the corporation in accordance with this Section 2 represent at least the
minimum number of votes that would be necessary to take the corporate action.
Nothing contained in this paragraph shall in any way be construed to suggest or
imply that the board of directors or any stockholder shall not be entitled to
contest the validity of any Consent or revocation thereof, whether before or
after such certification by the independent inspectors, or to take any other
action (including, without limitation, the commencement, prosecution or defense
of any litigation with respect thereto, and the seeking of injunctive relief in
such litigation).

(E) Following appointment of the
inspectors, Consents and revocations shall be delivered to the inspectors upon
receipt by the corporation, the Soliciting Stockholder or their proxy
solicitors or other designated agents. As soon as practicable following the
earlier of (i) the receipt by the inspectors, a copy of which shall be
delivered to the corporation, of any written demand by the Soliciting
Stockholders of the corporation, or (ii) sixty days after the date of the
earliest dated Consent delivered to the corporation in the manner provided in
Section 228(c) of the General Corporation Law of the State of Delaware, the
inspectors shall issue a preliminary report to the corporation and the
Soliciting Stockholders stating the number of valid and unrevoked Consents
received and whether, based on preliminary count, the requisite number of valid
and unrevoked Consents has been obtained to authorize or take the action
specified in the Consents.

(F) Unless the corporation and the
Soliciting Stockholders shall agree to a shorter or longer period, the
corporation and the Soliciting Stockholders shall have 48 hours to review the
Consents and revocations and to advise the inspectors and the opposing party in
writing as to whether they intend to challenge the preliminary report of the
inspectors. If no written notice of an intention to challenge the preliminary
report is received within 48 hours after the inspectors' issuance of the
preliminary report, the inspectors shall issue to the corporation and the
Soliciting Stockholders their final report containing the information from the
inspectors' determination with respect to whether the requisite number of valid
and unrevoked Consents was obtained to authorize and take the action specified
in the Consents. If the corporation or the Soliciting Stockholders issue
written notice of an intention to challenge the inspectors'

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preliminary report within 48 hours after the issuance of that report, a
challenge session shall be scheduled by the inspectors as promptly as
practicable. Following completion of the challenge session, the inspectors
shall as promptly as practicable issue their final report to the Soliciting
Stockholders and the corporation, which report shall contain the information
included in the preliminary report, plus any change in the vote total as a
result of the challenge and a certification of whether the requisite number of
valid and unrevoked Consents was obtained to authorize or take the action
specified in the Consents.

ARTICLE III
DIRECTORS

Section 1. The number of directors which shall
constitute the whole board shall be not less than five nor more than fifteen.
The number of directors may be altered by resolution adopted by a vote of a
majority of the entire board of directors, or by such vote of the holders of
any class or series of stock as may be specified in the certificate of
incorporation. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article or otherwise
specified in the certificate of incorporation and except that the first
directors of the corporation were elected by the incorporators of the
corporation, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

Section 2. Any director may resign at any time
upon written notice to the corporation.

Section 3. Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors, except as otherwise provided in the certificate of incorporation may
be filled only by a majority of the directors then in office, though less than
a quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify, or until their earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total number of the shares
at the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

Section 4. The business of the corporation
shall be managed by or under the direction of its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate or incorporation or by these
By-laws directed or required to be exercised or done by the stockholders.

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MEETINGS OF THE BOARD OF DIRECTORS

Section 5. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

Section 6. The first meeting of each newly
elected board of directors shall be held immediately after the annual meeting
of stockholders and at the same place, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held at that time and place, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

Section 7. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board of directors.

Section 8. Special meetings of the board of
directors may be called by the chairman of the board of directors or the chief
executive officer on three (3) days' notice to each director, either personally
or by mail or by telegram, telecopier, telephone or other means of electronic
transmission; special meetings shall be called by the chief executive officer
or secretary in like manner and on like notice on the written request of a
majority of the directors.

Section 9. At all meetings of the board, a
majority of the directors then in office or, if greater, one-third of the
then-authorized total number of directors, shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors a majority of the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 10. Unless otherwise restricted by the
certificate of incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee
thereof may be taken without a meeting, if 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.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may by
resolution designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board of directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of

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the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; 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 of directors to act at the meeting in the place of any such
absent or disqualified member. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.

Section 12. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
AUDIT COMMITTEE

Section 13. There shall exist a standing Audit
Committee composed of not fewer than two directors of the corporation who are
neither officers nor employees of the corporation. The members of the Audit
Committee shall be designated by resolution passed by a majority of the whole
board. The board may designate one or more qualifying directors as alternate
members of the Audit Committee, who may replace any absent or disqualified
members at any meeting of the committee. In the absence of any member of the
Audit Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a majority, may
unanimously appoint another qualifying member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member not
replaced by an alternate member designated by the whole board.

Section 14. The Audit Committee shall meet on at
least two occasions each fiscal year, as specified in Section 15 below, and on
such other occasions as the members of the committee may deem appropriate and
desirable.

Section 15. The Audit Committee shall meet each
year prior to the initiation of the annual audit and again following completion
of the investigatory work of the corporation's independent auditors. At the
former meeting, the committee shall review the proper scope of the audit to be
performed by the corporation's independent auditors and the audit-related
expenses to be incurred by the corporation. At the latter meeting, the
committee shall (i) review with the independent auditor its report or
opinion, any recommendations it may have for improving internal accounting
controls, management systems, or choice of accounting principles, and its
perception of the adequacy of the corporation's financial and accounting
personnel and the cooperation it received from them during the audit; and (ii)
adopt a resolution recommending to the board of directors the accounting firm
to be selected by the board as the independent auditor of the corporation.
Moreover, the committee shall, at such times and under such circumstances as it
may deem appropriate (i) recommend that the board of directors discharge the
firm acting as the corporation's independent auditor; (ii) review the
engagement of the independent auditor, including the audit fees; (iii) review
and approve the auditor's performance of non-audit services and the fees for
such services; (iv) evaluate the independence of the independent auditor,
taking into account the relationship of audit to non-audit fees and other
pertinent matters; (v) review

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with the corporation's financial and accounting staff compliance with, and the
need for any changes in, the corporation's policies and procedures with respect
to internal accounting, auditing and financial controls; (vi) evaluate the
degree of implementation of any adopted recommendations of the independent
auditor; (vii) review any significant business transactions which are not a
normal part of the corporation's business, any change in accounting practices
and all significant adjustments in the corporation's financial statements; and
(viii) perform such other functions, in keeping with the purposes and
authorization of the committee, as the committee may deem necessary and
appropriate to the accomplishment of its designated objectives.

Section 16. The Audit Committee shall keep
regular minutes of its meetings and shall report the same to the board of
directors when required.

Section 17. The Audit Committee, to the extent
provided in this By-law, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers that may
require it.

Section 18. Each individual director of the
corporation, as well as the board as a whole, shall continue to exercise due
diligence to assure that the financial statements of the corporation fairly and
accurately present the results of the operation and financial position of the
corporation and that the corporation's financial operations are conducted in
accordance with all applicable laws and regulations, the corporation's policies
and the regular and accepted principles of accounting. The existence and
functioning of the Audit Committee shall effect no derogation of this duty.

COMPENSATION COMMITTEE

Section 19. There shall exist a standing
Compensation Committee composed of not fewer than three directors of the
corporation who are neither officers nor employees of the corporation. The
members of the Compensation Committee shall be designated by resolution passed
by a majority of the whole board of directors. The board of directors may
designate one or more qualifying directors as alternate members of the
Compensation Committee, who may replace any absent or disqualified members at
any meeting of the committee. In the absence of any member of the Compensation
Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a majority, may
unanimously appoint another qualifying member of the board of directors to act
at the meeting in the place of any such absent or disqualified member not
replaced by an alternate member designated by the whole board.

Section 20. The Compensation Committee shall meet at
the request of the board of directors, and on such other occasions as the
members of the committee may deem appropriate and desirable. The chief
executive officer shall attend all meetings of the committee; provided,
however, that the chief executive officer shall not participate in any decision
concerning compensation which is subject to the provisions of Section 16 of the
Securities Exchange Act of

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1934 (including decisions regarding eligibility for participation in plans,
awards and any modifications thereto.)

Section 21. The Compensation Committee shall (i)
adopt resolutions recommending compensation policies and practices to the board
of directors, (ii) make decisions regarding compensation plans and compensation
for the chief executive officer and all other executive officers of the
corporation, and make decisions regarding equity based compensation
arrangements for and awards thereof to the controller, and (iii) approve any
and all contracts or other transactions between the corporation and any of its
directors or executive officers (to the extent that the approval of the board
of directors is not required by law.)

Section 22. The Compensation Committee shall keep
regular minutes of its meetings and shall report the same to the board of
directors when required.

Section 23. The Compensation Committee, to the
extent provided in this By-law, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers that may require it.

COMPENSATION OF DIRECTORS

Section 24. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
directors from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.

ARTICLE IV
NOTICES

Section 1. Whenever, under the provisions of
the statutes or of the certificate of incorporation or of these By-laws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given in person or
by telegram, telecopier, telephone or other means of electronic transmission.

Section 2. Whenever any notice is required to
be given under the provisions of the statutes or of the certificate of
incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at
a meeting of stockholders, directors, or members of a committee of directors,
shall constitute a waiver of notice of such meeting, except when the
stockholder, director or committee member attends a meeting for the

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express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the certificate of incorporation or the By-laws.

ARTICLE V
OFFICERS

Section 1. The officers of the corporation
shall be chosen by the board of directors and shall be a chairman of the board,
a president, a secretary and a treasurer. The board of directors may also
choose one or more executive vice-presidents, one or more assistant secretaries
and assistant treasurers, and other officers with such titles and duties as the
board of directors shall designate. The board of directors shall designate one
of the officers of the corporation as the chief executive officer, and such
officer shall continue to act as chief executive officer until the board of
directors designates another person as the chief executive officer. The board
of directors also shall specify which officers shall have authority to perform
the duties of the chief executive officer in his absence or in the event of his
inability to act and, if there is more than one such officer, shall specify the
order of priority in which such officers shall act on such authority. The list
of such authorized officers and the specified order of priority shall remain in
effect until changed by the board of directors. Any number of offices may be
held by the same person except where the certificate of incorporation or these
By-laws otherwise provide.

Section 2. The board of directors at its first
meeting after each annual meeting of stockholders shall choose a chairman of
the board, a president, one or more executive vice-presidents, a secretary and
a treasurer.

Section 3. The board of directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board.

Section 4. The salaries of all officers and
agents of the corporation shall be fixed by or in the manner prescribed by the
board of directors.

Section 5. The officers of the corporation
shall hold office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any time by
the affirmative vote of a majority of the directors then in office. Any officer
may resign at any time upon written notice to the corporation. Any vacancy
occurring in any office of the corporation shall be filled by or in the manner
prescribed by the board of directors.

THE CHAIRMAN OF THE BOARD

Section 6. The chairman of the board shall
preside at all meetings of the stockholders and the board of directors.

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THE CHIEF EXECUTIVE OFFICER

Section 7. The chief executive officer of the
corporation shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 8. The chief executive officer shall
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, 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 chief executive officer to some other officer or
agent of the corporation.

THE PRESIDENT, EXECUTIVE VICE PRESIDENTS
AND OTHER DESIGNATED OFFICERS

Section 9. In the absence of the chief
executive officer or in the event of his inability to act, the officer
specified by the board of directors (and in the event there is more than one
such officer, in the order of priority specified by the board of directors)
shall perform the duties of the chief executive officer, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
chief executive officer. The president (if he is not the chief executive
officer), the executive vice-president(s), and any other officers designated as
officers by the board of directors shall generally assist the chairman and
chief executive officer and shall perform such other duties and have such other
powers as the board of directors or the chief executive officer may from time
to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 10. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or the chief executive officer, under
whose supervision he shall act. He shall have custody of the certificate books
and such other books and records as the board of directors may direct. He
shall have custody of the corporate seal of the corporation 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 of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

Section 11. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary or in the event of his
inability to act, perform the duties and exercise the powers of the secretary
and shall perform

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such other duties and have such other powers as the board of directors, the
chief executive officer or the secretary may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURER

Section 12. The treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors and shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and
shall render to the chief executive officer and the board of directors, at its
regular meetings, or when the board of directors so requires, an account of all
his transactions as treasurer and of the financial condition of the corporation
and shall perform such other duties and have such other powers as the board of
directors or the chief executive officer may from time to time prescribe.

Section 13. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), 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 of directors, the chief executive officer or the treasurer may from time
to time prescribe.

ARTICLES VI
CERTIFICATES OF STOCK

Section 1. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman of the board of directors or the president
or an executive vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation.

Section 2. Where a certificate is countersigned
(i) by a transfer agent other than the corporation or its employee, or, (ii) by
a registrar other than the corporation or its employee, any other signature on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person

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claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors 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 give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

TRANSFERS OF STOCK

Section 4. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

REGISTERED STOCKHOLDERS

Section 5. The corporation shall be entitled to
treat the record holder of any shares of the corporation as the owner thereof
for all purposes, including all rights deriving from such shares, and shall not
be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, on the part of any other person,
including, but without limiting the generality thereof, a purchaser, assignee
or transferee of such shares or rights deriving from such shares, unless and
until such purchaser, assignee, transferee or other person becomes the record
holder of such shares, whether or not the corporation shall have either actual
or constructive notice of the interest of such purchaser, assignee, transferee
or other person. Any such purchaser, assignee, transferee or other person
shall not be entitled to receive notice of the meetings of stockholders; to
vote at such meetings; to examine a complete list of the stockholders entitled
to vote at meetings; or to own, enjoy, and exercise any other property or
rights deriving from such shares against the corporation, until such purchaser,
assignee, transferee or other person has become the record holder of such
shares.

ARTICLE VII
GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of
the corporation, subject to the provisions of the certificate of incorporation,
may be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.

Section 2. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the board of directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for

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such other purpose as the board of directors shall think conducive to the
interest of the corporation, and the board of directors may modify or abolish
any such reserve in the manner in which it was created.

CHECKS

Section 3. All checks or demands for money and
notes of the corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time to time
designate.

FISCAL YEAR

Section 4. The fiscal year of the corporation
begins on the 1st day of January and ends on the 31st day of December in each
year.

SEAL

Section 5. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII
INDEMNIFICATION

Section 1. The corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation, or, while a director or officer of the corporation, is or was
serving at the written request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such Indemnitee.
Notwithstanding the preceding sentence, except as otherwise provided in Section
3 of this Article, the corporation shall be required to indemnify an Indemnitee
in connection with a proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such proceeding (or part thereof) by the Indemnitee
was authorized by the board of directors.

PREPAYMENT OF EXPENSES

Section 2. The corporation shall pay the expenses
(including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of the final disposition of the

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proceeding shall be made only upon receipt of an undertaking by the Indemnitee
to repay all amounts advanced if it should be ultimately determined that the
Indemnitee is not entitled to be indemnified under this Article VIII or
otherwise.

CLAIMS

Section 3. If a claim for indemnification or
advancement of expenses under this Article VIII is not paid in full within
sixty (60) days after a written claim therefor by the Indemnitee has been
received by the corporation, the Indemnitee 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 Indemnitee is not
entitled to the requested indemnification or advancement of expenses under
applicable law.

NONEXCLUSIVITY OF RIGHTS

Section 4. The rights conferred on any Indemnitee by
this Article VIII shall not be exclusive of any other rights which such
Indemnitee 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.

OTHER SOURCES

Section 5. The corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at
this request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.

AMENDMENT OR REPEAL

Section 6. Any repeal or modification of the
foregoing provisions of this Article VIII shall not adversely affect any right
or protection hereunder of any Indemnitee in respect of any act or occurring
prior to the time of such repeal or modification.

OTHER INDEMNIFICATION AND PREPAYMENT OF EXPENSES

Section 7. This Article VIII shall not limit the
right of the corporation, to the extent and in the manner permitted by law, to
indemnify and to advance expenses to persons other than Indemnitees when and as
authorized by appropriate corporate action.

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ARTICLE IX
AMENDMENTS

These By-laws may be altered or repealed at any
regular meeting of the board of directors, or at any special meeting of the
board of directors if notice of such alteration or repeal is contained in the
notice of such special meeting, or by majority vote of the stock outstanding at
the annual meeting of stockholders or at any special meeting of stockholders if
notice of such alteration or repeal is contained in the notice of such special
meeting.