AMENDED AS OF
                                NOVEMBER 7, 2000
 
                                     BY-LAWS
                                       of
                                 COMDISCO, INC.
 
 
                                   ARTICLE I.
 
                                  Stockholders
 
         Section 1.  Annual  Meeting.  Unless  Directors  are elected by written
consent in lieu of an annual meeting,  an annual meeting of the  stockholders of
the  Corporation  shall be held on such  date,  at such  time and at such  place
within or without  the State of Delaware  as may be  designated  by the Board of
Directors, for the purpose of electing Directors and for the transaction of such
other business as properly may be brought before the meeting.  Stockholders may,
unless the  certificate  of  incorporation  otherwise  provides,  act by written
consent to elect directors, provided, however, that if such consent is less than
unanimous,  such  action by written  consent may be in lieu of holding an annual
meeting only if all of the  directorships to which directors could be elected at
an annual  meeting held at the effective  time of such action are vacant and are
filled by such action.
 
         Section 2. Special  Meetings.  Special meetings of the stockholders for
any proper  purpose or  purposes  may be called by the Board of  Directors,  the
Chairman of the Board,  Chief  Executive  Officer or the President.  Any special
meeting  shall be held on such date,  at such time and at such  place  within or
without the State of Delaware as the Board of Directors  or the officer  calling
the meeting may  designate.  Only such business  shall be conducted at a special
meeting as shall have been stated in the notice of the meeting as the purpose or
purposes for the meeting.
 
         Section  3.  Place of  Meetings.  The  Directors  may,  in  their  sole
discretion,  determine that the Annual or any Special  Meeting shall not be held
at any place, but may instead be held solely by means of remote communication as
authorized  by  Section  211 of the  General  Corporation  Law of  Delaware.  If
authorized  by the  Directors  in their  sole  discretion,  and  subject to such
guidelines  and  procedures  as  the  Directors  may  adopt,   stockholders  and
proxyholders not physically  present at a meeting of stockholders  may, by means
of remote communication:  (a) participate in a meeting of stockholders;  and (b)
be deemed present in person and vote at a meeting of  stockholders  whether such
meeting  is to be held at a  designated  place or  solely  by  means  of  remote
communication,  provided that (i) the  Corporation  shall  implement  reasonable
measures to verify that each person deemed  present and permitted to vote at the
meeting by means of remote  communication is a stockholder or proxyholder,  (ii)
the Corporation shall implement reasonable measures to provide such stockholders
and  proxyholders a reasonable  opportunity to participate in the meeting and to
vote on matters submitted to the stockholders,  including an opportunity to read
or hear the  proceedings  of the meeting  substantially  concurrently  with such
proceedings,  and (iii) if any  stockholder or proxyholder  votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.
 
         Section 4. Notice and Adjournment of Meetings. The Secretary shall give
written notice of each meeting of the stockholders to the stockholders of record
entitled  to vote  thereat not less than ten nor more than sixty days before the
meeting,  directed to each such  stockholder at his address as it appears on the
records of the  Corporation and stating the date, time and place, if any, of the
meeting, the means of remote  communications,  if any, by which stockholders and
proxyholders  may be deemed to be present  in person  and vote at such  meetings
and, in the case of a special  meeting,  the purpose or purposes  for which such
meeting is called.  Except when a stockholder  attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds  that the meeting is not  lawfully  called or  convened,
presence in person or by proxy of a  stockholder  shall  constitute  a waiver of
notice of such meeting.  Further, a written waiver of any notice required by law
or these  By-Laws,  signed by the  person  entitled  to  notice,  or a waiver by
electronic  transmission  by the person  entitled to notice,  whether  before or
after the time stated therein, shall be deemed equivalent notice. Any previously
scheduled  meeting  of  the  stockholders  may be  postponed,  and  (unless  the
Certificate  of  Incorporation  otherwise  provides) any special  meeting of the
stockholders  may be canceled,  by resolution  of the Board of  Directors,  upon
public announcement made prior to the date previously scheduled for such meeting
of stockholders.
 
         The  Chairman of the meeting or the holders of a majority of the shares
entitled to vote,  present in person or by proxy,  may adjourn the meeting  from
time to time,  whether or not there is then a quorum present.  When a meeting of
stockholders  is adjourned to another  date,  time or place,  notice need not be
given of the adjourned meeting if the date, time,  place, if any,  thereof,  and
the  means  of  remote  communications,   if  any,  by  which  stockholders  and
proxyholders  may be deemed to be present  in person and vote at such  adjourned
meetings  are  announced  at the  meeting  at which  the  adjournment  is taken;
provided,  however,  that 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.  At the  adjourned  meeting any business may be
transacted which may have been transacted at the original meeting.
 
         Section 5. Quorum. At any meeting of the stockholders, the holders of a
majority of all the shares of the capital  stock of the  Corporation  issued and
outstanding  and entitled to vote,  present in person or  represented  by proxy,
shall  constitute  a quorum of the  stockholders  for all  purposes,  unless the
representation  of a larger number shall be required by law, by the  Certificate
of  Incorporation  or by these By-Laws for the purpose of a quorum,  and in that
case the representation of the number so required shall constitute a quorum.
 
         Section 6.  Qualifications  to Vote. The  stockholders of record on the
books  of the  Corporation  at the  close  of  business  on the  record  date as
determined in accordance with these By-Laws and only such stockholders  shall be
entitled to vote at any meeting of stockholders or any adjournment thereof.
 
         It shall be the duty of the Secretary, or at his direction an Assistant
Secretary,  to  prepare  and make at least  ten days  before  every  meeting  of
stockholders  a  complete  list  of the  stockholders  entitled  to  vote at the
meeting,  arranged  in  alphabetical  order  and  showing  the  address  of each
stockholder and the number of shares registered in the name of each stockholder.
Nothing  contained  in this Section  shall  require the  Corporation  to include
electronic mail addresses or other electronic contact  information on such list.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the  meeting  for a period of at least 10 days prior to the  meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during  ordinary  business  hours, at the principal place of business of
the Corporation.  In the event that the Corporation  determines to make the list
available on an electronic network, the Corporation may take reasonable steps to
ensure  that  such   information  is  available  only  to  stockholders  of  the
Corporation.  If the  meeting  is to be held at a place,  then the list shall 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. If the meeting
is to be held solely by means of remote communication,  then the list shall also
be open to the  examination  of any  stockholder  during  the whole  time of the
meeting on a  reasonably  accessible  electronic  network,  and the  information
required to access such list shall be provided  with the notice of the  meeting.
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 7. Organization.  The Chairman of the Board or, in his absence,
the  Chief  Executive  Officer  or the  President  shall  call  meetings  of the
stockholders to order and shall act as Chairman of such meetings. In the absence
of the Chairman of the Board, the Chief Executive Officer or the President,  the
Board of Directors  may appoint an officer of the  Corporation  to perform these
duties.
 
         The Secretary of the Corporation shall act as Secretary of all meetings
of the  stockholders;  but in the  absence of the  Secretary  at any  meeting of
stockholders,  the  Chairman  may appoint any person to act as  Secretary of the
meeting.
 
         Section 8. Voting.  Subject to the  provisions  of the  Certificate  of
Incorporation  or of law,  every  stockholder  shall be  entitled to one vote in
person or by proxy for each share of the capital stock registered in the name of
such stockholder upon the books of the Corporation,  but no proxy shall be voted
on after three  years from its date,  unless  said proxy  provides  for a longer
period. The vote for Directors and, upon the demand of any stockholder, the vote
upon any matter before the meeting,  shall be by written  ballot,  and except as
otherwise  provided  by law, by the  Certificate  of  Incorporation  or by these
By-Laws,  all elections  shall be decided by a plurality  vote. If authorized by
the  Directors,  such  requirement  of a written  ballot shall be satisfied by a
ballot submitted by electronic  transmission,  provided that any such electronic
transmission  must either set forth or be submitted with  information from which
it can be determined  that the  electronic  transmission  was  authorized by the
stockholder  or  proxyholder.  All other matters  brought  before any meeting at
which a quorum is  present  shall be  decided  by the vote of the  holders  of a
majority of stock having voting power present in person or by proxy,  unless the
question is one upon which by express  provision of the statutes,  these By-Laws
or of the Certificate of Incorporation (including Articles 11 and 12 thereof), a
different vote is required,  in which case such express  provision  shall govern
and control the decision of such question.
 
         Section 9.  Authorization  of Proxies.  Without  limiting the manner in
which a stockholder  may authorize  another  person or persons to act for him as
proxy,  the following are valid means of granting such authority.  A stockholder
may execute a writing  authorizing  another  person or persons to act for him as
proxy.  Execution  may be  accomplished  by the  stockholder  or his  authorized
officer, director,  employee or agent signing such writing or causing his or her
signature to be affixed to such writing by any reasonable means  including,  but
not limited to, by facsimile signature. A stockholder may also authorize another
person or persons to act for him as proxy by  transmitting  or  authorizing  the
transmission of a telegram,  cablegram or other means of electronic transmission
to the  person  who will be the  holder of the proxy or to a proxy  solicitation
firm,  proxy support  service  organization or like agent duly authorized by the
person  who will be the  holder  of the  proxy  to  receive  such  transmission,
provided  that any  such  telegram,  cablegram  or  other  means  of  electronic
transmission  must either set forth or be submitted with  information from which
it  can  be  determined  that  the  telegram,   cablegram  or  other  electronic
transmission  was authorized by the  stockholder.  If it is determined that such
telegrams,   cablegrams  of  other  electronic   transmissions  are  valid,  the
inspectors  or, if there are no  inspectors,  such  other  persons  making  that
determination  shall specify the information  upon which they relied.  Any copy,
facsimile  telecommunication  or other reliable  reproduction  of the writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original  writing or transmission  for any and all purposes for which the
writing  or  transmission  could be used,  provided  that such  copy,  facsimile
telecommunication  or other reproduction  shall be complete  reproduction of the
entire original writing or transmission.
 
         Section 10. Inspectors. At each meeting of the stockholders,  the polls
shall be opened and closed,  the proxies  and ballots  shall be received  and be
taken in charge, and all questions relating to the qualifications of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
one or more  Inspectors.  Such  Inspectors  shall be  appointed  by the Board of
Directors  before the meeting or, if no such  appointment  shall have been made,
then by the  presiding  officer at the meeting.  If, for any reason,  any of the
Inspectors  previously appointed shall fail to attend, or refuse or be unable to
serve, Inspectors in place of any so failing to attend, or refusing or unable to
attend, shall be appointed in like manner.
 
         Section 11. Procedures  Governing Business of Meetings of Stockholders.
At an annual meeting of the stockholders,  only such business shall be conducted
as shall have been properly  brought before the meeting.  To be properly brought
before  an annual  meeting,  business  must be (a)  specified  in the  notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (b)  otherwise  properly  brought  before  the  meeting by or at the
direction of the Board of Directors,  or (c) otherwise  properly  brought before
the meeting by a  stockholder.  For  business to be properly  brought  before an
annual meeting by a stockholder,  the stockholder  must have given timely notice
thereof in writing to the Secretary.  To be timely, a stockholder's  notice must
be delivered to or mailed and received at the principal executive offices of the
Corporation,  (a) not less than 120 days nor more than 150 days in  advance of a
day  corresponding to the date of mailing the  Corporation's  proxy statement in
connection with the previous year's annual meeting,  or (b) if no annual meeting
was held in the previous year or the date of the  applicable  annual meeting has
been changed by more than 30 days from the date  contemplated at the time of the
previous year's proxy statement,  not less than a reasonable time, as determined
by the Board of Directors,  prior to the date of the applicable  annual meeting.
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. A stockholder's  notice to the Secretary shall set forth as to the matter
the  stockholder  proposes  to  bring  before  the  annual  meeting  (a) a brief
description  of the business  desired to be brought  before the annual  meeting,
including  the complete  text of any  resolutions  to be presented at the annual
meeting, and the reasons for conducting such business at the annual meeting, (b)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
stockholder  proposing such business,  and of the beneficial  owner,  if any, on
whose behalf the proposal is made,  and of any other  stockholder  known by such
stockholder  to be supporting  such  proposal on the date of such  stockholder's
notice,  (c) the class and number of shares of the  Corporation  which are owned
beneficially  and of record by the  stockholder,  and such beneficial  owner and
such other  stockholders  (d) any material  interest of the  stockholder in such
business and of such  beneficial  owner and such other  stockholders,  and (e) a
representation  that the stockholder  intends to appear at the meeting in person
or by proxy to submit the business  specified in such notice.  In addition,  the
stockholder  making the proposal  shall promptly  provide any other  information
reasonably requested by the Corporation. Notwithstanding anything in the By-Laws
to the contrary,  no business shall be conducted at any annual meeting except in
accordance  with the  procedures  set forth in this Section 11 and in Rule 14a-8
under the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") as
the same (or any  substitute  provision  thereof)  may be in effect from time to
time.  The chairman of the meeting shall,  if the facts  warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
in  accordance  with the  provisions  of this  Section  11,  and if he should so
determine,  the Chairman  shall so declare to the meeting and any such  business
not properly brought before the meeting shall not be transacted. Nothing in this
By-Law  shall  be  construed  to  prevent  the  consideration  and  approval  or
disapproval  at the  Annual  Meeting  of reports  of  officers,  directors,  and
committees of the Board of Directors,  but in connection  with such reports,  no
business shall be acted upon at such Annual Meeting unless the  presentation  of
such   business  is  in   compliance   with  the   provisions  of  this  By-Law.
Notwithstanding  the foregoing  provisions of this Section 11, a stockholder who
seeks to have any proposal included in the  Corporation's  proxy statement shall
comply with all the requirements of Regulation 14A under the Exchange Act.
 
         Section 12.  Notice of  Stockholder  Nominations.  Only persons who are
nominated in accordance  with the  procedures set forth in this Section 12 shall
be eligible  for  election as  Directors  by the  stockholders.  Nominations  of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of  stockholders  (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation  entitled to vote for the election
of Directors at the meeting who complies with the notice procedures set forth in
this Section 12. Such nominations,  other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary.  To be timely,  a  stockholder's  notice shall be delivered to or
mailed and received at the principal  executive  offices of the  Corporation (a)
not less than 120 days nor more than 150 days in advance of a day  corresponding
to the date of mailing the Corporation's  proxy statement in connection with the
previous  year's  annual  meeting  or (b) if no annual  meeting  was held in the
previous year or the date of the  applicable  annual meeting has been changed by
more than 30 days from the date  contemplated at the time of the previous year's
proxy  statement,  not less than reasonable  time, as determined by the Board of
Directors,   prior  to  the  date  of  the  applicable   annual  meeting.   Such
stockholder's  notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or  re-election  as a Director,  (i) the name,
age, business address and residence  address of such person,  (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the  Corporation   which  are  beneficially   owned  by  such  person,   (iv)  a
representation  that the stockholder  intends to appear at the meeting in person
or by proxy to make the nomination  specified in such notice,  (v) a description
of all arrangements or understandings among the stockholder and each nominee and
any other person or persons  (naming such persons or persons)  pursuant to which
the nomination or nominations  are to be made by the  stockholder,  and (vi) any
other  information  relating to such person that is required to be  disclosed in
solicitations of proxies for election of Directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  Director  if
elected);  and (b) as to the  stockholder  giving the notice and the  beneficial
owner, if any, on whose behalf the nomination is made, (i) the name and address,
as they  appear  on the  Corporation's  books,  of  such  stockholder  and  such
beneficial  owner  and any other  stockholder  known by such  stockholder  to be
supporting  such  nominee  on the date of such  stockholder  notice and (ii) the
class and number of shares of the Corporation  which are beneficially  owned and
of  record  by  such  stockholder  and  such  beneficial  owner  and  any  other
stockholder  known by such stockholder to be supporting such nominee on the date
of such stockholder  notice. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a Director  shall furnish to
the  Secretary,  that  information  required to be set forth in a  stockholder's
notice of nomination which pertains to the nominee.  No person shall be eligible
for election as a Director of the  Corporation  unless  nominated in  accordance
with the  procedures  set forth in this  Section 12. The chairman of the meeting
shall,  if the facts  warrant,  determine  and  declare  to the  meeting  that a
nomination  was not made in  accordance  with the  procedures  prescribed by the
By-Laws,  and if he should so determine,  he shall so declare to the meeting and
the defective nomination shall be disregarded.
 
         Section 13.  Action by Consent.  (a) Unless  otherwise  provided in the
Certificate of Incorporation, any action which is required to be or may be taken
at any annual or special meeting of stockholders of the Corporation,  subject to
the provisions of subsections (b), (c), and (d) of this Section 13, may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent or
consents in writing,  setting forth the action so taken,  shall have been signed
by the holders of  outstanding  stock having not less than the minimum number of
votes that would be  necessary  to authorize or to take such action at a meeting
at which all shares entitled to vote thereon were present and voted and shall be
delivered  to the  Corporation.  Prompt  notice of the  taking of the  corporate
action  without a meeting and by less than  unanimous  written  consent shall be
given to those  stockholders  who have not consented in writing and, who, if the
action had been taken at a meeting  would  have been  entitled  to notice of the
meeting  if the  record  date for such  meeting  had been the date that  written
consents  signed by a  sufficient  number of  stockholders  to take  action were
delivered to the Corporation.
 
         (b) Every  written  consent  shall bear the date of  signature  of each
stockholder  who signs the consent and no written  consent shall be effective to
take the corporate  action referred to therein unless,  within sixty days of the
earliest dated consent delivered to the Corporation,  written consents signed by
a sufficient  number of holders to take action are delivered to the  Corporation
by  delivery  to its  registered  office in  Delaware,  its  principal  place of
business,  or an officer or agent of the Corporation  having custody of the book
in which proceedings of the meetings of stockholders are recorded. Delivery made
to the  Corporation's  registered  office  shall be by hand or by  certified  or
registered mail, return receipt requested.
 
         (c) The record date for determining stockholders entitled to consent to
corporate  action in  writing  without a meeting  shall be fixed by the Board of
Directors.  Any stockholder  seeking to have the stockholders  authorize or take
corporate  action by written  consent without a meeting shall, by written notice
to the  Secretary,  request the Board of Directors  to fix a record  date.  Upon
receipt of such a request, the Secretary shall, as promptly as practicable, call
a  special  meeting  of the  Board  of  Directors  to be  held  as  promptly  as
practicable,  but in any  event  not  more  than 10 days  following  the date of
receipt of such a request.  At such meeting,  the Board of Directors shall 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  date  shall  not be more  than 10 days  after  the date  upon  which  the
resolution  fixing the record date is adopted by the Board of Directors.  Notice
of the record date shall be published in accordance  with the rules and policies
of the principal stock exchange in the United States on which  securities of the
Corporation are then listed. If no record date has been so fixed by the Board of
Directors,  the record date for determining  stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by the Delaware  General  Corporation Law, 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  Corporation,  by  delivery  to its
registered office in Delaware, its principal place of business, or an officer or
agent of the Corporation  having custody of the book in which proceedings of the
meetings  of  stockholders  are  recorded.  Delivery  made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt  requested.  If no record date has been fixed by the Board of  Directors
and prior action by the Board of  Directors is required by the Delaware  General
Corporation  Law,  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 of  Directors  adopts the  resolution
taking such prior action.
 
         (d) In the event of the delivery,  in the manner  provided by Paragraph
(c), to the  Corporation  of the requisite  written  consent or consents to take
corporate action and any related revocation or revocations,  the Corporation may
engage nationally recognized independent inspectors of elections for the purpose
of promptly  performing a ministerial review of the validity of the consents and
revocations.  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 Paragraph (c) 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).
 
 
                                   ARTICLE II.
 
                               Board of Directors
 
 
         Section 1. Powers. The business and affairs of the Corporation shall be
managed  by the  Board  of  Directors  which  may  exercise  all  powers  of the
Corporation  and do  all  lawful  acts  and  things  not  by  statute  or by the
Certificate of  Incorporation  or these By-Laws required to be exercised or done
by the stockholders.
 
         Section 2. Number,  Classes and Term of Office.  The Board of Directors
shall consist of not less than four nor more than fifteen members which may have
an office  and keep the books of the  Corporation  (except  as may be  otherwise
provided by law) in such place or places within or without the State of Delaware
as the Board of Directors from time to time by resolution may determine.  Within
the limits  specified above, the number of Directors shall be fixed from time to
time by the Board of  Directors  by  resolution  and the  number so fixed  shall
constitute the whole Board of Directors;  provided, however, that no decrease in
the size of the Board  shall  serve to reduce the term of any  Director  then in
office.  The  Directors  shall be divided into three  classes as nearly equal in
number as possible.  At the annual  meeting held in 1986, one class of directors
(Class I) was elected for a one-year  term, one class (Class II) was elected for
a two-year  term and one class (Class III) was elected for a three year term. At
each  succeeding  annual  meeting of  stockholders,  successors  to the class of
directors whose term expires in that year will be elected for a three-year term.
None of the Directors need be a stockholder of the  Corporation and none need be
a resident of the State of Delaware.  The Directors shall, except as hereinafter
otherwise  provided  for filling  vacancies,  be elected by ballot at the annual
meeting  of the  stockholders  in the  manner  set  forth in  Article I of these
By-Laws,  and shall  continue in office until the annual meeting for the year in
which their term expires or until their  successors  shall have been elected and
shall qualify. In case any increase in the number of Directors shall be effected
at any time or from  time to time by the  Board of  Directors  pursuant  to this
Section,  the  additional  offices  so  created  may be filled as  vacancies  by
affirmative  vote of a  majority  of the  Directors  in  office at the time such
increase becomes  effective.  The Directors  elected to such additional  offices
shall  serve until the annual  meeting for the year in which their term  expires
and until their successors have been elected and shall qualify.
 
         Section 3. Vacancies.  Vacancies and newly created directorships within
any class resulting from any increase in the authorized number of Directors, may
be filled by a majority of Directors then in office,  though less than a quorum,
and any  Director so chosen  shall hold  office for a term which shall  coincide
with the term of such class to which he is elected. 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  within any class,  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.  Sections 1 and 2 of this Article II may only be amended by the Board of
Directors  pursuant  to  Section  5 of  Article  II of these  By-Laws  or by the
affirmative  vote of not less than 66 2/3% of the stock then entitled to vote in
an election of Directors.
 
         Section 4.  Resignations.  Any Director or member of a committee of the
Board of Directors  may resign at any time.  Such  resignation  shall be made in
writing  or by  electronic  transmission  and  shall  take  effect  at the  time
specified therein and if no time be specified, at the time of its receipt by the
President or Secretary.
 
         Section 5.  Meetings and Consents in Lieu of Meetings.  Meetings of the
Board of Directors shall be held on such dates, at such times and at such places
within or without the State of Delaware as the Board by resolution may from time
to time  determine  or as called by or at the order of the Chairman of the Board
or by a majority of the Directors then in office.
 
         Regular  meetings of the Board of Directors  may be held without  other
notice  at such  time and  place as shall  from  time to time be  determined  by
resolution  of the  Board  of  Directors.    Special  meetings  of the  Board of
Directors  may be called by the  Chairman of the Board or the  President or upon
request of two directors.
 
         The  Secretary  shall give  notice of the date,  time and place of each
meeting  by  mailing  the same at least  five  days  before  the  meeting  or by
facsimile the same at least one day before the meeting,  to each  Director,  but
such notice may be waived by any Director.
 
         Any action  required  or  permitted  to be taken at any  meeting of the
Board of Directors  may be taken  without a meeting if each of the  Directors or
any committee  thereof consent thereto in writing or by electronic  transmission
and the writing or writings or  electronic  transmission  or  transmissions  are
filed with the minutes of proceedings of the Board or committee.
 
         Section 6.  Participation  in Meeting by  Telephone.  Unless  otherwise
restricted by the Certificate off Incorporation or these By-Laws, members of the
Board of Directors or of any committee  thereof may  participate in a meeting of
such Board of Directors or committee by means of  conference  telephone or other
communications  equipment  by means of which all  persons  participation  in the
meeting can hear each other and  participation in a meeting in such manner shall
constitute presence in person at such meeting.
 
         Section 7.  Quorum.  A majority of the whole Board of  Directors  shall
constitute a quorum for the  transaction  of business and the vote of a majority
of the Directors  present at a meeting at which a quorum is present shall be the
act of the Board, except as may be otherwise specifically provided by statute or
by the  Certificate  of  Incorporation.  If at any meeting of the Board there be
less than a quorum present,  a majority of those present may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be obtained.  All Directors present at any meeting of the Board may
be counted in determining  the presence of a quorum for all purposes and for all
matters before the meeting regardless of the interest a Director may have in any
matter brought before the meeting.
 
         Section 8.  Organization.  At all  meetings of the Board of  Directors,
the Chairman of the Board shall  preside.  In the absence of the Chairman of the
Board, the Directors present shall appoint a chairman of the meeting.
 
         Section 9.  Compensation of Directors.  Each Director not an officer or
an employee  of the  Corporation  shall be  entitled to receive as  compensation
(payable in cash or equity in the  Corporation)  for his  services an annual fee
and,  for each day on which he shall be present  at any  meeting of the Board of
Directors,  a meeting fee in amounts which the Board by resolution may from time
to time determine.  Each Director,  whether or not an officer or employee of the
Corporation, shall be entitled to reimbursement for all expenses incurred by him
in  attending  any  meeting  of the Board of  Directors.  Such  meeting  fee and
reimbursement for expenses shall be payable even though the meeting is adjourned
because of the absence of a quorum.
 
 
                                  ARTICLE III.
 
                                   Committees
 
         Section 1.  Executive  Committee.  The Board of Directors,  may appoint
from among its  members an  Executive  Committee,  such  members to serve at the
pleasure of the Board. The number of Directors to be appointed as members of the
Executive Committee shall be fixed from time to time by resolution of the Board.
In the absence or  disqualification  of a member of a  committee,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors  to act at the  meeting  in the place of each  absent or
disqualified  member.  The Executive  Committee  shall  concern  itself with all
matters  affecting the fiscal policies and financial  affairs of the Corporation
and  shall  have and may  exercise,  when the Board is not in  session,  all the
powers  of the  Board in the  management  of the  business  and  affairs  of the
Corporation,  except  that it shall  not have any of the  powers of the Board in
connection with (i) approving or adopting,  or recommending to the stockholders,
any action or matter  expressly  required to be  submitted to  stockholders  for
approval  or  (ii)  altering,  amending  or  repealing  these  By-Laws  (or  any
resolution  of the  Board  of  Directors  that by its  terms  provides  that the
Executive  Committee  shall  not  alter,  amend or  repeal  it.)  The  Executive
Committee may authorize the seal of the  Corporation to be affixed to all papers
that may require it.
 
         Section 2. Other  Committees.  The Board of Directors,  may create from
time to time additional  committees to be constituted in such manner and to have
such  organization and powers as the Board of Directors in such resolution shall
provide  (subject to the restrictions set forth in (i) and (ii) of the preceding
Section).  All of the members of any such committee  having any of the powers of
the Board of Directors shall be Directors, and the members of any such committee
not having any of the powers of the Board of Directors need not be Directors.
 
         Section 3.  Alternate  Members.  The Board of Directors,  may designate
alternate members of any committee who shall possess the same qualifications for
eligibility  as regular  members and who may replace any absent or  disqualified
member at any meeting of the committee in the order,  if any,  designated in the
resolution appointing such alternate members. In the absence or disqualification
of a  committee  member,  the member or members  present at any  meeting and not
disqualified from voting, may unanimously appoint another member of the Board of
Directors  to act at the  meeting  in place of any such  absent or  disqualified
member.
 
         Section 4. Committee Proceedings.  A quorum for transacting business by
any  committee  shall be one-third of the number of members of the  committee as
then  constituted,  not  including  the  number of  alternate  members,  but the
alternate  members  present at any  meeting  shall be counted for the purpose of
determining if a quorum is present at the meeting. The vote of a majority of the
members, including alternate members sitting as members, present at a meeting at
which a quorum is present shall be the act of the committee. All members present
at any meeting of a committee  may be counted in  determining  the presence of a
quorum for all purposes and for all matters before the meeting regardless of the
interest a member may have in any matter brought before the meeting. Each of the
committees may appoint a secretary of the committee, who need not be a Director.
Each of the  committees  shall  have  power to fix the  date,  time and place of
holding its  meetings and the method of giving  notice  thereof and to adopt its
own rules of  procedure.  Each of them  shall keep  minutes of all its  meetings
which shall be open to the inspection of any Director at any time.
 
         Section 5. Compensation. Each member of a committee, and each alternate
member of a committee,  who is not an officer or an employee of the  Corporation
shall be entitled to receive,  for his  services as a member or as an  alternate
member of such committee, compensation (in cash or equity in the Corporation) in
such  amounts  as the Board of  Directors  by  resolution  may from time to time
determine. Each member of a committee, and each alternate member of a committee,
whether or not an officer or an employee of the  Corporation,  shall be entitled
to  reimbursement  for all expenses  incurred by him in attending any meeting of
such committee.
 
 
                                   ARTICLE IV.
 
                                    Officers
 
         Section  1.  Officers.  The  officers  of the  Corporation  shall  be a
Chairman of the Board, a Chief Executive  Officer,  a Chief Operating Officer, a
President,  one or more  Executive  Vice  Presidents,  one or more  Senior  Vice
Presidents,  one or more  Vice  Presidents,  a  Controller,  a  Treasurer  and a
Secretary.  Any  number  of  offices  may be held by the same  person.  All such
officers  shall be elected by the Board of Directors at the meeting of the Board
of Directors  held on the date of each annual meeting of the  stockholders.  The
Board of Directors  may elect such other  officers as they deem  necessary,  who
shall  have  such  authority  and  shall  perform  such  duties  as the Board of
Directors from time to time prescribe. In its discretion, the Board of Directors
may leave any office unfilled.
 
         All officers shall be subject to removal at any time by the vote of the
Board of Directors or by the Executive Committee of the Board of Directors.
 
         The President or Chief Operating  Officer may also appoint  officers of
the Corporation's  divisions or business units, but such individuals will not be
deemed to be officers of the Corporation.
 
         Section 2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the  stockholders and of the Board
of  Directors.  He shall from time to time  secure  information  concerning  the
business and affairs of the Corporation and shall promptly lay such  information
before the Board of  Directors.  He shall  communicate  to the Board all matters
presented by any officer of the  Corporation  for its  consideration,  and shall
from  time to time  communicate  to the  officers  such  action  of the Board of
Directors  as may in his  judgment  affect  the  performance  of their  official
duties.
 
         Section 3. Powers and Duties of the Chief Executive Officer.  The Chief
Executive  Officer shall be the chief executive  officer of the Corporation and,
subject to the supervision,  direction and control of the Board of Directors and
Chairman of the Board (if any),  shall have general  supervision,  direction and
control of the business and officers of the Corporation  with all such powers as
may be reasonably incident to such responsibilities. The Chief Executive Officer
shall  implement the general  directives,  plans and policies  formulated by the
Board of  Directors  and shall  further  have such duties  responsibilities  and
authorities  as may be  assigned  to him by the  Board of  Directors.  The Chief
Executive Officer shall have the general powers and duties of management usually
vested in the chief executive officer of a corporation.
 
         During the time of any  vacancy in the office of  Chairman of the Board
or in the event of the absence or disability  of the Chairman of the Board,  the
Chief Executive  Officer shall have the duties and powers of the Chairman of the
Board unless otherwise  determined by the Board of Directors.  In the absence of
the Chairman of the Board, if one be elected,  the Chief Executive Officer shall
preside at meetings of the Stockholders and Board of Directors.  During any time
of any vacancy in the office of Chief  Operating  Officer or in the event of the
absence  or  disability  of the Chief  Operating  Officer,  the Chief  Executive
Officer shall have the duties and powers of the Chief  Operating  Officer unless
otherwise determined by the Board of Directors.
 
         Section 4. Powers and Duties of the Chief Operating Officer.  The Chief
Operating  Officer shall be the chief operating  officer of the Corporation and,
subject to the supervision, direction and control of the Chief Executive Officer
and the Board of  Directors,  shall  manage  the  day-to-day  operations  of the
Corporation.  He shall have the general powers and duties of management  usually
vested in the chief operating officer of a corporation and such other powers and
duties as may be assigned to him by the Board of Directors,  the Chief Executive
Officer or these By-Laws.  In the absence of the Chief  Operating  Officer,  his
duties  shall be  performed  and his  authority  may be  exercised  by the Chief
Executive  Officer or an Executive Vice President of the Corporation as may have
been  designated by the Chief  Operating  Officer with the right reserved to the
Board of Directors to designate or supersede any designation so made.
 
         During the time of any  vacancy in the  offices of the  Chairman of the
Board and Chief  Executive  Officer or in the event of the absence or disability
of the  Chairman  of the  Board  and the  Chief  Executive  Officer,  the  Chief
Operating  Officer  shall  have the  duties  and  powers of the Chief  Executive
Officer unless otherwise determined by the Board of Directors.
 
         Section 5. Powers and Duties of the President. The President shall have
such powers and perform  such duties as may from time to time be assigned to him
by these By-Laws, the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.
 
         Section 6. Powers and Duties of the Executive Vice  Presidents,  Senior
Vice Presidents and Vice Presidents.  Each Executive Vice President, each Senior
Vice President and each Vice  President  shall have such powers and perform such
duties as may from time to time be assigned to him by these  By-Laws,  the Board
of  Directors,  the Chairman of the Board,  the Chief  Executive  Officer or the
President.
 
         Section 7. Powers and Duties of the Controller. The Controller shall be
the principal  officer in charge of the accounts of the  Corporation,  and shall
perform  such duties as from time to time may be assigned to him by the Board of
Directors,  the  Chairman  of the  Board,  the Chief  Executive  Officer  or the
President.
 
         Section 8. Powers and Duties of the Treasurer. The Treasurer shall have
custody of all the funds and securities of the  Corporation  which may have come
into his hands; when necessary or proper, he may endorse or cause to be endorsed
on behalf of the Corporation for collection, checks, notes and other obligations
and shall  deposit  the same to the  credit of the  Corporation  in such bank or
banks or depository or  depositories as may have been designated by the Board of
Directors or the Executive  Committee or by any officer  authorized by the Board
of  Directors or the  Executive  Committee  to make such  designation;  whenever
required by the Board of  Directors  or  Executive  Committee  he shall render a
statement of the funds and securities of the Corporation in his custody;  and he
shall  perform all acts  incident to the position of  Treasurer,  subject to the
control of the Board of Directors and the Executive Committee.
 
         Section 9. Powers and Duties of the Secretary. The Secretary shall keep
the  minutes of all  meetings of the Board of  Directors  and the minutes of all
meetings of the stockholders in books provided for that purpose; he shall attend
to the giving or serving of all notices of the Corporation; he may sign with the
Chairman of the Board, the President,  any Executive Vice President,  any Senior
Vice  President  or any  Vice  President,  in the name of the  Corporation,  all
contracts  authorized  by the  Board of  Directors  or by any  committee  of the
Corporation having the requisite  authority and, when so ordered by the Board of
Directors or such committee, he shall affix the seal of the Corporation thereto;
he shall have charge of the stock  certificate  books,  transfer books and stock
ledgers  and such  other  books  and  papers as the  Board of  Directors  or the
Executive  Committee shall direct, all of which shall at all reasonable times be
open to the examination of any Director,  upon  application at the office of the
Corporation  during  business  hours;  and he shall in general  perform  all the
duties incident to the office of Secretary,  subject to the control of the Board
of Directors and the Executive Committee.
 
         Section  10.  Powers and Duties of  Additional  Officers.  The Board of
Directors  or the  Executive  Committee  may  from  time to  time by  resolution
delegate to any Assistant Vice President or Vice President, Assistant Controller
or  Controllers,  any  Assistant  Treasurer or  Treasurers  and/or any Assistant
Secretary  or  Secretaries,  elected by the  Board,  any of the powers or duties
herein  assigned  to  the  Vice  President,  Controller,  the  Treasurer  or the
Secretary, respectively.
 
         Section  11.   Giving  of  Bond  by  Officers.   All  officers  of  the
Corporation, if required to do so by the Board of Directors, shall furnish bonds
to the  Corporation  for the  faithful  performance  of  their  duties,  in such
penalties and with such conditions and security as said Board may require.
 
 
                                   ARTICLE V.
 
                       Capital Stock - Seal - Fiscal Year
 
         Section 1. Certificates for Shares.  The certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with the
Certificate of Incorporation as shall be approved by the Board of Directors. The
certificates  shall be signed by the Chairman of the Board or the  President and
also by the  Secretary or the Treasurer and shall not be valid unless so signed.
If a  certificate  is  counter-signed  (1) by a  transfer  agent  other than the
Corporation or its employee, or (2) by a registrar other than the Corporation or
its employee, any other signature on the certificate may be a facsimile.  If 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 though he were such officer, transfer
agent or registrar at the date of issue.
 
         All  certificates  shall  be  consecutively  numbered.  The name of the
person owning the shares represented  thereby with the number of such shares and
the date of issue  thereof  shall be entered  in the  Corporation's  books.  The
Corporation  shall be  entitled to  recognize  the  exclusive  right of a person
registered on its books as the owner of shares to receive dividends, and to vote
as such owner, and to hold liable for calls and assessments a person  registered
on its books as the owner of  shares,  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 other person,  whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.
 
         Except as hereinafter  provided,  all  certificates  surrendered to the
Corporation  shall be canceled  and no new  certificates  shall be issued  until
former  certificates  for the same number of shares of the same class shall have
been surrendered and canceled.
 
         Section  2.  Replacing  Lost,  Stolen,  Destroyed  or  Escheated  Stock
Certificates.  The Board of  Directors  of the  Corporation,  or any  officer or
officers  of the  Corporation  to whom the  Board  of  Directors  has  delegated
authority,  may authorize any transfer agent of the  Corporation to issue at any
time and from time to time until otherwise directed new certificates of stock in
the place of certificates previously issued by the Corporation,  alleged to have
been  lost,  stolen or  destroyed,  upon  receipt by the  transfer  agent of (a)
evidence  of loss,  theft or  destruction  (which  may be the  affidavit  of the
applicant),  (b) an  undertaking to indemnify the  Corporation  and any transfer
agent and registrar of stock of the Corporation  against claims that may be made
against it or them on account of the lost,  stolen or destroyed  certificate  or
the  issue  of a new  certificate,  (c) a  bond  of  indemnity  to  secure  such
undertaking,  of such kind,  in such amount (which may be either a fixed or open
amount),  and secured by such surety,  as the Board of Directors,  any financial
officer,  or any other authorized  officer or officers shall have authorized the
transfer agent to accept  generally or as the Board of Directors or such officer
or officers shall approve in particular  cases,  and (d) any other  documents or
instruments that the Board of Directors or an authorized officer or officers may
from time to time require.
 
         The Board of Directors of the  Corporation,  or any officer or officers
of the Corporation to whom the Board of Directors has delegated  authority,  may
authorize any transfer  agent of the  Corporation  to issue at any time and from
time to time until otherwise directed new certificates of stock, in the place of
certificates previously issued by the Corporation,  representing shares of stock
of the Corporation which,  together with all unclaimed  dividends  thereon,  are
claimed  and  demanded  by any State of the  United  States in  accordance  with
escheat laws, or unclaimed or abandoned  property laws which contain a statutory
provision  which  relieves  the issuing  corporation,  and any  transfer  agent,
registrar or other person acting for the  corporation  from all liability to any
person or from any loss or damage  resulting  from the  issuance and delivery of
any such replacement certificates to the State.
 
         Section 3.  Transfer  of Shares.  A transfer  book shall be kept by the
Corporation or by one or more agents appointed by it, in which the shares of the
capital stock of the  Corporation  shall be  transferred.  Shares of the capital
stock of the Corporation shall be transferred on the books of the Corporation by
the holder thereof in person or by his attorney duly authorized in writing, upon
surrender and cancellation of certificates for a like number of shares.
 
         Section 4.  Regulations.  The Board of  Directors  shall have power and
authority  to make all  such  rules  and  regulations  as it may deem  expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the capital stock of the Corporation.
 
         The Board of  Directors  may  appoint one or more  transfer  agents and
registrars  of  transfers  and may  require all stock  certificates  to bear the
signature  of one of  the  transfer  agents  and  of  one of the  registrars  of
transfers so appointed.
 
         Section  5.  Fixing  of  Record  Dates.   In  order  to  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  (other than  action by  consent,  which is the subject of
Article I, Section 13 of these By-Laws), 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 shall not be more than sixty nor less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action. A determination of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting,  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
 
         Section 6.  Dividends.  Subject to the provisions of the Certificate of
Incorporation of the Corporation,  the Board of Directors may declare  dividends
from the surplus of the  Corporation  or from the net profits  arising  from its
business.
 
         Subject to the provisions of the  Certificate of  Incorporation  of the
Corporation,  the  dividends  on any  class  of  stock  of the  Corporation,  if
declared, shall be payable on dates to be fixed by the Board of Directors.
 
         Section  7.  Corporate  Seal.  The  Board of  Directors  may  provide a
suitable seal,  containing the name of the  Corporation,  which seal shall be in
the charge of the Secretary.  If and when so directed by the Board of Directors,
a duplicate of the seal may be kept and be used by the Treasurer,  any Assistant
Secretary or any Assistant Treasurer.
 
         Section 8. Fiscal Year. The fiscal year of the Corporation shall  begin
on the first day of October and  terminate  on the thirtieth day of September in
each year.
 
 
                                   ARTICLE VI.
 
                         Signing of Checks, Notes, Etc.
 
         All checks,  drafts,  bills of exchange,  notes or other obligations or
orders for the payment of money  shall be signed by such  officer or officers or
employee or employees of the  Corporation  and in such manner as shall from time
to time be  determined by resolution of the Board of Directors or by any officer
of the Corporation authorized by resolution of the Board of Directors to sign on
behalf of the Corporation with respect to such obligations.
 
 
 
 
<PAGE>
 
 
                                  ARTICLE VII.
 
                                Indemnification.
 
         The  Corporation  (i)  shall  indemnify  every  person  who is or was a
director or officer of the corporation or is or was serving at the Corporation's
request as a director  or officer  of another  corporation,  partnership,  joint
venture,  trust or other  enterprise;  and has been  successful on the merits or
otherwise  in defense of any  action,  suit or  proceeding  or in defense of any
claim,  issue or matter and (ii) shall,  if the Board of Directors so determines
that  indemnification  is proper  with  respect to a person who is a Director or
officer at the time of such  determination,  indemnify such Director or officer;
(iii) and shall upon a determination  that  indemnification  is proper indemnify
any  person  who  is or  was a  Director,  Officer,  employee  or  agent  of the
Corporation  or is or was  serving at the  Corporation's  request as a Director,
Officer, employee or agent of another corporation,  partnership,  joint venture,
trust  or  other  enterprise  to the  extent,  in the  manner,  and  subject  to
compliance with the applicable standards of conduct,  provided by Section 145 of
the  General  Corporation  Law of the  State  of  Delaware  as the  same (or any
substitute provision thereof) may be in effect from time to time.
 
         Such  indemnification  (i) shall not be deemed  exclusive  of any other
rights to which any  person  seeking  indemnification  under or apart  from this
Article VI may be entitled under any by-law,  agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office,  and (ii) shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
 
         The  Corporation  shall pay the expenses  (including  attorneys'  fees)
incurred in  defending  any civil,  criminal,  administrative  or  investigative
action,  suit or proceeding in advance of the final  disposition of such action,
suit or proceeding,  provided, however, that the payment of expenses incurred by
a director,  officer,  employee or agent in advance of the final  disposition of
the action, suit or proceeding shall be made only upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay all amounts
advanced if it should be ultimately  determined that such person is not entitled
to be indemnified under this Article VII or otherwise.
 
 
                                  ARTICLE VIII.
 
                                    Offices.
 
         Section 1. The  registered  office shall be in the City of  Wilmington,
County of New Castle, state of Delaware.
 
         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.
 
 
 
 
<PAGE>
 
 
                                   ARTICLE IX.
 
                                   Amendments.
 
         Except  as  provided  in  the  Certificate  of   Incorporation  of  the
Corporation,  these By-Laws may be altered,  amended or repealed, or new By-Laws
may be adopted,  by the Board of Directors or by the stockholders at any meeting
the notice of which shall have stated the amendment of the By-Laws as one of the
purposes of the meeting.  Any By-Laws  adopted by the Board of Directors  may be
altered, amended or repealed by the stockholders at any annual meeting or at any
special meeting, provided that notice of such proposed alteration,  amendment or
repeal shall have been given in the notice of the meeting.