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                                    BYLAWS

                                      OF

                           INTUITIVE SURGICAL, INC.
                           (A DELAWARE CORPORATION)
                                          
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                               TABLE OF CONTENTS

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ARTICLE I

     OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 1.Registered Office . . . . . . . . . . . . . . . . . . . . . .  1
     Section 2.Other Offices . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II

     CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 3.Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE III

     STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 4.Place of Meetings . . . . . . . . . . . . . . . . . . . . . .  1
     Section 5.Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . .  2
     Section 6.Special Meetings. . . . . . . . . . . . . . . . . . . . . . .  2
     Section 7.Notice of Meetings. . . . . . . . . . . . . . . . . . . . . .  2
     Section 8.Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Section 9.Adjournment and Notice of Adjourned Meetings. . . . . . . . .  3
     Section 10 Voting Rights. . . . . . . . . . . . . . . . . . . . . . . .  3
     Section 11 Beneficial Owners of Stock . . . . . . . . . . . . . . . . .  3
     Section 12 List of Stockholders . . . . . . . . . . . . . . . . . . . .  4
     Section 13 Action without Meeting . . . . . . . . . . . . . . . . . . .  4
     Section 14 Organization . . . . . . . . . . . . . . . . . . . . . . . .  5

ARTICLE IV

     DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     Section 15 Number and Term of Office. . . . . . . . . . . . . . . . . .  5
     Section 16 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     Section 17 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . .  6
     Section 18 Resignation. . . . . . . . . . . . . . . . . . . . . . . . .  6
     Section 19 Removal. . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     Section 20 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . .  6
            (a)   Annual Meetings. . . . . . . . . . . . . . . . . . . . . .  6
            (b)   Regular Meetings . . . . . . . . . . . . . . . . . . . . .  7
            (c)   Special Meetings . . . . . . . . . . . . . . . . . . . . .  7
            (d)   Telephone Meetings . . . . . . . . . . . . . . . . . . . .  7
            (e)   Notice of Meetings . . . . . . . . . . . . . . . . . . . .  7
            (f)   Waiver of Notice . . . . . . . . . . . . . . . . . . . . .  7
     Section 21.Quorum and Voting. . . . . . . . . . . . . . . . . . . . . .  7


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     Section 22.Action without Meeting . . . . . . . . . . . . . . . . . . .  8
     Section 23.Fees and Compensation. . . . . . . . . . . . . . . . . . . .  8
     Section 24.Committees . . . . . . . . . . . . . . . . . . . . . . . . .  8
            (a)   Executive Committee. . . . . . . . . . . . . . . . . . . .  8
            (b)   Other Committees . . . . . . . . . . . . . . . . . . . . .  8
            (c)   Term . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
            (d)   Meetings . . . . . . . . . . . . . . . . . . . . . . . . .  9
     Section 25.Organization . . . . . . . . . . . . . . . . . . . . . . . .  9

ARTICLE V

     OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     Section 26.Officers Designated. . . . . . . . . . . . . . . . . . . . . 10
     Section 27.Tenure and Duties of Officers. . . . . . . . . . . . . . . . 10
            (a)   General. . . . . . . . . . . . . . . . . . . . . . . . . . 10
            (b)   Duties of Chairman of the Board of Directors . . . . . . . 10
            (c)   Duties of President. . . . . . . . . . . . . . . . . . . . 10
            (d)   Duties of Vice Presidents. . . . . . . . . . . . . . . . . 11
            (e)   Duties of Secretary. . . . . . . . . . . . . . . . . . . . 11
            (f)   Duties of Chief Financial Officer or Treasurer . . . . . . 11
     Section 28.Delegation of Authority. . . . . . . . . . . . . . . . . . . 11
     Section 29.Resignations . . . . . . . . . . . . . . . . . . . . . . . . 11
     Section 30.Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VI

     EXECUTION OF CORPORATE INSTRUMENTS AND
     VOTING OF SECURITIES OWNED BY THE CORPORATION . . . . . . . . . . . . . 12
     Section 31.Execution of Corporate Instruments . . . . . . . . . . . . . 12
     Section 32.Voting of Securities Owned by the Corporation. . . . . . . . 12

ARTICLE VII

     SHARES OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     Section 33.Form and Execution of Certificates . . . . . . . . . . . . . 13
     Section 34.Lost Certificates. . . . . . . . . . . . . . . . . . . . . . 13
     Section 35.Transfers. . . . . . . . . . . . . . . . . . . . . . . . . . 13
     Section 36.Fixing Record Dates. . . . . . . . . . . . . . . . . . . . . 14
     Section 37.Registered Stockholders. . . . . . . . . . . . . . . . . . . 15

ARTICLE VIII

     OTHER SECURITIES OF THE CORPORATION . . . . . . . . . . . . . . . . . . 15
     Section 38.Execution of Other Securities. . . . . . . . . . . . . . . . 15

ARTICLE IX


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     DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     Section 39.Declaration of Dividends . . . . . . . . . . . . . . . . . . 15
     Section 40.Dividend Reserve . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE X

     FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     Section 41.Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE XI

     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     Section 42.  Indemnification of Directors, Officers, Employees and
                  Other Agents . . . . . . . . . . . . . . . . . . . . . . . 16
            (a)   Directors and Executive Officers . . . . . . . . . . . . . 16
            (b)   Other Officers, Employees and Other Agents . . . . . . . . 16
            (c)   Good Faith . . . . . . . . . . . . . . . . . . . . . . . . 16
            (d)   Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 17
            (e)   Enforcement. . . . . . . . . . . . . . . . . . . . . . . . 17
            (f)   Non-Exclusivity of Rights. . . . . . . . . . . . . . . . . 18
            (g)   Survival of Rights . . . . . . . . . . . . . . . . . . . . 18
            (h)   Insurance. . . . . . . . . . . . . . . . . . . . . . . . . 18
            (i)   Amendments . . . . . . . . . . . . . . . . . . . . . . . . 18
            (j)   Saving Clause. . . . . . . . . . . . . . . . . . . . . . . 18
            (k)   Certain Definitions. . . . . . . . . . . . . . . . . . . . 19

ARTICLE XII

     NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     Section 43.Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
            (a)   Notice to Stockholders . . . . . . . . . . . . . . . . . . 20
            (b)   Notice to Directors. . . . . . . . . . . . . . . . . . . . 20
            (c)   Address Unknown. . . . . . . . . . . . . . . . . . . . . . 20
            (d)   Affidavit of Mailing . . . . . . . . . . . . . . . . . . . 20
            (e)   Time Notices Deemed Given. . . . . . . . . . . . . . . . . 20
            (f)   Methods of Notice. . . . . . . . . . . . . . . . . . . . . 20
            (g)   Failure to Receive Notice. . . . . . . . . . . . . . . . . 20
            (h)   Notice to Person with Whom Communication Is Unlawful . . . 21
            (i)   Notice to Person with Undeliverable Address. . . . . . . . 21

ARTICLE XIII

     AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     Section 44.Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 21


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ARTICLE XIV

     RIGHT OF FIRST REFUSAL. . . . . . . . . . . . . . . . . . . . . . . . . 22
     Section 45.Right of First Refusal . . . . . . . . . . . . . . . . . . . 22

ARTICLE XV

     LOANS TO OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     Section 46.Loans to Officers. . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XVI

     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     Section 47.Annual Report. . . . . . . . . . . . . . . . . . . . . . . . 25


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                                      BYLAWS

                                        OF

                              INTUITIVE SURGICAL, INC.
                              (A DELAWARE CORPORATION)


                                     ARTICLE I
                                          
                                      OFFICES

     SECTION 1.     REGISTERED OFFICE.  The registered office of the corporation
in the State of Delaware shall be in the City of Dover, County of Kent.  (Del.
Code Ann., tit. 8, Section  131)

     SECTION 2.     OTHER OFFICES.  The corporation shall also have and 
maintain an office or principal place of business in 86 Alejandra Avenue, 
Atherton, California, at such place as may be fixed by the Board of 
Directors, and 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.  (Del. Code Ann., 
tit. 8, Section 122(8))

                                          
                                     ARTICLE II
                                          
                                   CORPORATE SEAL

     SECTION 3.     CORPORATE SEAL.  The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware."  Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.  (Del. Code Ann., tit. 8,
Section 122(3))

                                          
                                    ARTICLE III
                                          
                               STOCKHOLDERS' MEETINGS

     SECTION 4.     PLACE OF MEETINGS.  Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.  (Del. Code Ann., tit. 8, Section
211(a))

     SECTION 5.     ANNUAL MEETING.  The annual meeting of the stockholders of
the corporation, for the purpose of election of Directors and for such other
business as may lawfully 

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come before it, shall be held on such date and at such time as may be 
designated from time to time by the Board of Directors.  (Del. Code Ann., 
tit. 8, Section  211(b))

     SECTION 6.     SPECIAL MEETINGS.  Special meetings of the stockholders 
of the corporation may be called, for any purpose or purposes, by (i) the 
Chairman of the Board, (ii) the President, (iii) the Board of Directors 
pursuant to a resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in previously 
authorized directorships at the time any such resolution is presented to the 
Board for adoption)or (iv) by the holders of shares entitled to cast not less 
than ten percent (10%) of the votes at the meeting, and shall be held at such 
place, on such date, and at such time as they or he shall fix; PROVIDED, 
HOWEVER, that following registration of any of the classes of equity 
securities of the corporation pursuant to the provisions of the Securities 
Exchange Act of 1934, as amended, special meetings of the stockholders may 
only be called by the Board of Directors pursuant to a resolution adopted by 
a majority of the total number of authorized Directors.  

     SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise provided by law 
or the Certificate of Incorporation, written notice of each meeting of 
stockholders shall be given not less than ten (10) nor more than sixty (60) 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the person 
entitled to notice thereof, either before or after such meeting, and will be 
waived by any stockholder by his attendance thereat in person or by proxy, 
except when the stockholder attends a meeting for the express purpose of 
objecting, at the beginning of the meeting, to the transaction of any 
business because the meeting is not lawfully called or convened.  Any 
stockholder so waiving notice of such meeting shall be bound by the 
proceedings of any such meeting in all respects as if due notice thereof had 
been given.  (Del. Code Ann., tit. 8, Sections  222, 229)

     SECTION 8.     QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of stock entitled to vote 
shall constitute a quorum for the transaction of business.  Any shares, the 
voting of which at said meeting has been enjoined, or which for any reason 
cannot be lawfully voted at such meeting, shall not be counted to determine a 
quorum at such meeting.  In the absence of a quorum any meeting of 
stockholders may be adjourned, from time to time, either by the chairman of 
the meeting or by vote of the holders of a majority of the shares represented 
thereat, but no other business shall be transacted at such meeting.  The 
stockholders present at a duly called or convened meeting, at which a quorum 
is present, may continue to transact business until adjournment, 
notwithstanding the withdrawal of enough stockholders to leave less than a 
quorum.  Except as otherwise provided by law, the Certificate of 
Incorporation or these Bylaws, all action taken by the holders of a majority 
of the voting power represented at any meeting at which a quorum is present 
shall be valid and binding upon the corporation; PROVIDED, HOWEVER, that 
Directors shall be elected by a plurality of the votes of the shares present 
in person or represented by proxy at the meeting and entitled to vote on the 
election of Directors.  Where a separate vote by a class or classes is 
required, a majority of the outstanding shares of such class or classes, 
present in person or represented by proxy, shall constitute a quorum entitled 
to take

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action with respect to that vote on that matter and the affirmative vote of 
the majority (plurality, in the case of the election of Directors) of shares 
of such class or classes present in person or represented by proxy at the 
meeting shall be the act of such class.  (Del. Code Ann., tit. 8, Section 216)

     SECTION 9.     ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any 
meeting of stockholders, whether annual or special, may be adjourned from 
time to time by the vote of a majority of the shares represented thereat.  
When a meeting is adjourned to another time or place, notice need not be 
given of the adjourned meeting if the time and place thereof are announced at 
the meeting at which the adjournment is taken.  At the adjourned meeting the 
corporation may transact any business which might have been transacted at the 
original meeting.  If the adjournment is for more than thirty (30) days, or 
if after the adjournment a new record date is fixed for the adjourned 
meeting, a notice of the adjourned meeting shall be given to each stockholder 
of record entitled to vote at the meeting.  (Del. Code Ann., tit. 8, Section  
222(c))

     SECTION 10.    VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
Except as may be otherwise provided in the Certificate of Incorporation or 
these Bylaws, each stockholder shall be entitled to one vote for each share 
of capital stock held by such stockholder.  Every person entitled to vote or 
execute consents shall have the right to do so either in person or by an 
agent or agents authorized by a written proxy executed by such person or his 
duly authorized agent, which proxy shall be filed with the Secretary at or 
before the meeting at which it is to be used.  An agent so appointed need not 
be a stockholder.  No proxy shall be voted  after three (3) years from its 
date of creation unless the proxy provides for a longer period.  All 
elections of Directors shall be by written ballot, unless otherwise provided 
in the Certificate of Incorporation. (Del. Code Ann., tit. 8, Sections  
211(e), 212(b))

     SECTION 11.    BENEFICIAL OWNERS OF STOCK.

           (a) If shares or other securities having voting power stand of 
record in the names of two (2) or more persons, whether fiduciaries, members 
of a partnership, joint tenants, tenants in common, tenants by the entirety, 
or otherwise, or if two (2) or more persons have the same fiduciary 
relationship respecting the same shares, unless the Secretary is given 
written notice to the contrary and is furnished with a copy of the instrument 
or order appointing them or creating the relationship wherein it is so 
provided, their acts with respect to voting shall have the following effect:  
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, 
the act of the majority so voting binds all; (c) if more than one (1) votes, 
but the vote is evenly split on any particular matter, each faction may vote 
the securities in question proportionally, or may apply to the Delaware Court 
of Chancery for relief as provided in the General Corporation Law of 
Delaware, Section 217(b).  If the instrument filed with the Secretary shows 
that any such tenancy is held in unequal interests, a majority or even-split 
for the purpose of this subsection (c) shall be a majority or even-split in 
interest.  (Del. Code Ann., tit. 8, Section  217(b))

           (b) Persons holding stock in a fiduciary capacity shall be 
entitled to vote the shares so held.  Persons whose stock is pledged shall be 
entitled to vote, unless in the transfer by

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the pledgor on the books of the corporation he has expressly empowered the 
pledgee to vote thereon, in which case only the pledgee, or his proxy, may 
represent such stock and vote thereon. (Del. Code Ann., tit. 8, Section  
217(a))

     SECTION 12.    LIST OF STOCKHOLDERS.  The Secretary shall prepare and 
make, at least ten (10) days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at said meeting, arranged in 
alphabetical order, showing the address of each stockholder and the number of 
shares registered in the name of each stockholder.  Such list shall be open 
to the examination of any stockholder, for any purpose germane to the 
meeting, during ordinary business hours, for a period of at least ten (10) 
days prior to the meeting, either at a place within the city where the 
meeting is to be held, which place shall be specified in the notice of the 
meeting, or, if not specified, at the place where the meeting is to be held.  
The list shall be produced and kept at the time and place of meeting during 
the whole time thereof, and may be inspected by any stockholder who is 
present.  (Del. Code Ann., tit. 8, Section  219(a))

     SECTION 13.    ACTION WITHOUT MEETING.

           (a) Any action required by statute to be taken at any annual or 
special meeting of the stockholders, or any action which may be taken at any 
annual or special meeting of the stockholders, may be taken without a 
meeting, without prior notice and without a vote, if a consent or consents in 
writing, setting forth the action so taken, are signed by the holders of 
outstanding stock having not less than the minimum number of votes that would 
be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote thereon were present and voted.

           (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 (60) 
days of the earliest dated consent delivered to the Corporation in the manner 
herein required, written consents signed by a sufficient number of 
stockholders to take action are delivered to the corporation by delivery to 
its registered office in the State of Delaware, its principal place of 
business or an officer or agent of the corporation having custody of the book 
in which proceedings of meetings of stockholders are recorded.  Delivery made 
to a corporation's registered office shall be by hand or by certified or 
registered mail, return receipt requested.  (Del. Code Ann., tit. 8, Section  
228)

           (c) Prompt notice of the taking of the corporate action without a 
meeting by less than unanimous written consent shall be given to those 
stockholders who have not consented in writing.  If the action which is 
consented to is such as would have required the filing of a certificate under 
any section of the General corporation Law of Delaware if such action had 
been voted on by stockholders at a meeting thereof, then the certificate 
filed under such section shall state, in lieu of any statement required by 
such section concerning any vote of stockholders, that written notice and 
written consent have been given as provided in Section 228 of the General 
Corporation Law of Delaware.

     SECTION 14.    ORGANIZATION.

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           (a) At every meeting of stockholders, the Chairman of the Board of 
Directors, or, if a Chairman has not been appointed or is absent, the 
President, or, if the President is absent, the most senior Vice President 
present, or in the absence of any such officer, a chairman of the meeting 
chosen by a majority in interest of the stockholders entitled to vote, 
present in person or by proxy, shall act as chairman.  The Secretary, or, in 
his absence, an Assistant Secretary directed to do so by the President, shall 
act as secretary of the meeting.

           (b) The Board of Directors of the corporation shall be entitled to 
make such rules or regulations for the conduct of meetings of stockholders as 
it shall deem necessary, appropriate or convenient.  Subject to such rules 
and regulations of the Board of Directors, if any, the chairman of the 
meeting 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 necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies, and such other persons as 
the chairman shall permit, restrictions on entry to the meeting after the 
time fixed for the commencement thereof, limitations on the time allotted to 
questions or comments by participants and regulation of the opening and 
closing of the polls for balloting on matters which are to be voted on by 
ballot.  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 rules of parliamentary procedure.

                                          
                                     ARTICLE IV
                                          
                                     DIRECTORS

     SECTION 15.    NUMBER AND TERM OF OFFICE.  The Board of Directors shall 
consist of one or more members, the number thereof to be determined from time 
to time by resolution of the Board of Directors.  The number of authorized 
Directors may be modified from time to time by amendment of this Section 15 
in accordance with the provisions of Section 44 hereof.  Except as provided 
in Section 17, the Directors shall be elected by the stockholders at their 
annual meeting in each year and shall hold office until the next annual 
meeting and until their successors shall be duly elected and qualified.  
Directors need not be stockholders unless so required by the Certificate of 
Incorporation.  If for any cause, the Directors shall not have been elected 
at an annual meeting, they may be elected as soon thereafter as convenient at 
a special meeting of the stockholders called for that purpose in the manner 
provided in these Bylaws.  No reduction of the authorized number of Directors 
shall have the effect of removing any Director before the Director's term of 
office expires, unless such removal is made pursuant to the provisions of 
Section 19 hereof.  (Del. Code Ann., tit. 8, Sections  141(b), 211(b), (c))

     SECTION 16.    POWERS.  The powers of the corporation shall be 
exercised, its business conducted and its property controlled by the Board of 
Directors, except as may be otherwise provided by statute or by the 
Certificate of Incorporation.  (Del. Code Ann., tit. 8, Section  141(a))

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     SECTION 17.    VACANCIES.  Unless otherwise provided in the Certificate 
of Incorporation, vacancies and newly created directorships resulting from 
any increase in the authorized number of Directors may be filled by a 
majority of the Directors then in office, although less than a quorum, or by 
a sole remaining Director, and each Director so elected shall hold office for 
the unexpired portion of the term of the Director whose place shall be vacant 
and until his successor shall have been duly elected and qualified.  A 
vacancy in the Board of Directors shall be deemed to exist under this Section 
17 in the case of the death, removal or resignation of any Director, or if 
the stockholders fail at any meeting of stockholders at which Directors are 
to be elected (including any meeting referred to in Section 19 below) to 
elect the number of Directors then constituting the whole Board of Directors. 
(Del. Code Ann., tit. 8, Section  223(a), (b))

     SECTION 18.    RESIGNATION.  Any Director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors.  If no such 
specification is made, it shall be deemed effective at the pleasure of the 
Board of Directors.  When one or more Directors shall resign from the Board 
of Directors, effective at a future date, a majority of the Directors then in 
office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation 
or resignations shall become effective, and each Director so chosen shall 
hold office for the unexpired portion of the term of the Director whose place 
shall be vacated and until his successor shall have been duly elected and 
qualified.  (Del. Code Ann., tit. 8, Sections  141(b), 223(d))

     SECTION 19.    REMOVAL.  At a special meeting of stockholders called for 
the purpose in the manner hereinabove provided, subject to any limitations 
imposed by law or the Certificate of Incorporation, the Board of Directors, 
or any individual Director, may be removed from office, with or without 
cause, and a new Director or Directors elected by a vote of stockholders 
holding a majority of the outstanding shares entitled to vote at an election 
of Directors.  (Del. Code Ann., tit. 8, Section  141(k))

     SECTION 20.    MEETINGS.

           (a) ANNUAL MEETINGS.  The annual meeting of the Board of Directors 
shall be held immediately after the annual meeting of stockholders and at the 
place where such meeting is held.  No notice of an annual meeting of the 
Board of Directors shall be necessary and such meeting shall be held for the 
purpose of electing officers and transacting such other business as may 
lawfully come before it.

           (b) REGULAR MEETINGS.  Except as hereinafter otherwise provided, 
regular meetings of the Board of Directors shall be held in the office of the 
corporation required to be maintained pursuant to Section 2 hereof.  Unless 
otherwise restricted by the Certificate of Incorporation, regular meetings of 
the Board of Directors may also be held at any place within or without the 
State of Delaware which has been determined by the Board of Directors.  (Del. 
Code Ann., tit. 8, Section  141(g))

           (c) SPECIAL MEETINGS.  Unless otherwise restricted by the 
Certificate of Incorporation, special meetings of the Board of Directors may 
be held at any time and place

                                      6
<PAGE>

within or without the State of Delaware whenever called by the President or a 
majority of the Directors.  (Del. Code Ann., tit. 8, Section  141(g))

           (d) TELEPHONE MEETINGS.  Any member of the Board of Directors, or 
of any committee thereof, may participate in a meeting by means of conference 
telephone or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation in a 
meeting by such means shall constitute presence in person at such meeting.  
(Del. Code Ann., tit. 8, Section  141(i))

           (e) NOTICE OF MEETINGS.  Written notice of the time and place of 
all special meetings of the Board of Directors shall be given at least one 
(1) day before the date of the meeting.  Notice of any meeting may be waived 
in writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends the meeting 
for the express purpose of objecting, at the beginning of the meeting, to the 
transaction of any business because the meeting is not lawfully called or 
convened.  (Del. Code Ann., tit. 8, Section  229)

           (f) WAIVER OF NOTICE.  The transaction of all business at any 
meeting of the Board of Directors, or any committee thereof, however called 
or noticed, or wherever held, shall be as valid as though had at a meeting 
duly held after regular call and notice, if a quorum be present and if, 
either before or after the meeting, each of the Directors not present shall 
sign a written waiver of notice, or a consent to holding such meeting, or an 
approval of the minutes thereof.  Neither the business to be transacted at, 
nor the purpose of, any regular or special meeting of the Board of Directors 
need be specified in any written waiver of notice or consent unless so 
required by the Certificate of Incorporation or these Bylaws.  All such 
waivers, consents or approvals shall be filed with the corporate records or 
made a part of the minutes of the meeting. (Del. Code Ann., tit. 8, Section  
229)

     SECTION 21.    QUORUM AND VOTING.

           (a) Unless the Certificate of Incorporation requires a greater 
number and except with respect to indemnification questions arising under 
Section 42 hereof, for which a quorum shall be one-third of the exact number 
of Directors fixed from time to time in accordance with Section 15 hereof, 
but not less than one (1), a quorum of the Board of Directors shall consist 
of a majority of the exact number of Directors fixed from time to time in 
accordance with Section 15 of these Bylaws, but not less than one (1); 
PROVIDED, HOWEVER, at any meeting whether a quorum be present or otherwise, a 
majority of the Directors present may adjourn from time to time until the 
time fixed for the next regular meeting of the Board of Directors, without 
notice other than by announcement at the meeting.  (Del. Code Ann., tit. 8, 
Section  141(b))

           (b) At each meeting of the Board of Directors at which a quorum is 
present all questions and business shall be determined by a vote of a 
majority of the Directors present, unless a different vote be required by 
law, the Certificate of Incorporation or these Bylaws.  (Del. Code Ann., tit. 
8, Section  141(b))

     SECTION 22.    ACTION WITHOUT MEETING.  Unless otherwise restricted by 
the Certificate of Incorporation or these Bylaws, any action required or 
permitted to be taken at any meeting of the

                                      7
<PAGE>

Board of Directors or of any committee thereof may be taken without a 
meeting, if all members of the Board of Directors or committee, as the case 
may be, consent thereto in writing, and such writing or writings are filed 
with the minutes of proceedings of the Board of Directors or committee.  
(Del. Code Ann., tit. 8, Section  141(f))

     SECTION 23.    FEES AND COMPENSATION.  Directors shall be entitled to 
such compensation for their services as may be approved by the Board of 
Directors, including, if so approved, by resolution of the Board of 
Directors, a fixed sum and expenses of attendance, if any, for attendance at 
each regular or special meeting of the Board of Directors and at any meeting 
of a committee of the Board of Directors.  Nothing herein contained shall be 
construed to preclude any Director from serving the corporation in any other 
capacity as an officer, agent, employee, or otherwise and receiving 
compensation therefor.  (Del. Code Ann., tit. 8, Section  141(h))

     SECTION 24.    COMMITTEES.

           (a) EXECUTIVE COMMITTEE.  The Board of Directors may by resolution 
passed by a majority of the whole Board of Directors, appoint an Executive 
Committee to consist of one (1) or more members of the Board of Directors.  
The Executive Committee, to the extent permitted by law and specifically 
granted by the Board of Directors, shall have and may exercise when the Board 
of Directors is not in session all powers of the Board of Directors in the 
management of the business and affairs of the corporation, including, without 
limitation, the power and authority to declare a dividend or to authorize the 
issuance of stock, except such committee shall not have the power or 
authority to amend the Certificate of Incorporation, to adopt an agreement of 
merger or consolidation, to recommend to the stockholders the sale, lease or 
exchange of all or substantially all of the corporation's property and 
assets, to recommend to the stockholders of the corporation a dissolution of 
the corporation or a revocation of a dissolution or to amend these Bylaws.  
(Del. Code Ann., tit. 8, Section  141(c))

           (b) OTHER COMMITTEES.  The Board of Directors may, by resolution 
passed by a majority of the whole Board of Directors, from time to time 
appoint such other committees as may be permitted by law.  Such other 
committees appointed by the Board of Directors shall consist of one (1) or 
more members of the Board of Directors, and shall have such powers and 
perform such duties as may be prescribed by the resolution or resolutions 
creating such committees, but in no event shall such committee have the 
powers denied to the Executive Committee in these Bylaws.  (Del. Code Ann., 
tit. 8, Section  141(c))

           (c) TERM.  The members of all committees of the Board of Directors 
shall serve a term coexistent with that of the Board of Directors which shall 
have appointed such committee.  The Board of Directors, subject to the 
provisions of subsections (a) or (b) of this Section 24, may at any time 
increase or decrease the number of members of a committee or terminate the 
existence of a committee.  The membership of a committee member shall 
terminate on the date of his death or voluntary resignation from the 
committee or from the Board of Directors.  The Board of Directors may at any 
time for any reason remove any individual committee member and the Board of 
Directors may fill any committee vacancy created by death, resignation, 
removal or increase in the number of members of the committee.  The Board of 
Directors may designate one or more Directors as alternate members of any 
committee, who may

                                      8
<PAGE>

replace any absent or disqualified member at any meeting of the committee, 
and, in addition, in the absence or disqualification of any 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 any such absent or disqualified member.  (Del. Code 
Ann., tit. 8, Section 141(c))

           (d) MEETINGS.  Unless the Board of Directors shall otherwise 
provide, regular meetings of the Executive Committee or any other committee 
appointed pursuant to this Section 24 shall be held at such times and places 
as are determined by the Board of Directors, or by any such committee, and 
when notice thereof has been given to each member of such committee, no 
further notice of such regular meetings need be given thereafter.  Special 
meetings of any such committee may be held at any place which has been 
determined from time to time by such committee, and may be called by any 
Director who is a member of such committee, upon written notice to the 
members of such committee of the time and place of such special meeting given 
in the manner provided for the giving of written notice to members of the 
Board of Directors of the time and place of special meetings of the Board of 
Directors.  Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends such special 
meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not 
lawfully called or convened.  A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee.  (Del. Code Ann., 
tit. 8, Sections  141(c), 229)

     SECTION 25.    ORGANIZATION.  At every meeting of the Directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President, or if the President is absent, the most senior 
Vice President, or, in the absence of any such officer, a chairman of the 
meeting chosen by a majority of the Directors present, shall preside over the 
meeting. The Secretary, or in his absence, an Assistant Secretary directed to 
do so by the President, shall act as secretary of the meeting.

                                          
                                     ARTICLE V
                                          
                                      OFFICERS

     SECTION 26.    OFFICERS DESIGNATED.  The officers of the corporation 
shall be the Chairman of the Board of Directors, the President, one or more 
Vice Presidents, the Secretary and the Chief Financial Officer or Treasurer, 
all of whom shall be elected at the annual organizational meeting of the 
Board of Directors.  The order of the seniority of the Vice Presidents shall 
be in the order of their nomination, unless otherwise determined by the Board 
of Directors.  The Board of Directors may also appoint one or more Assistant 
Secretaries, Assistant Treasurers, and such other officers and agents with 
such powers and duties as it shall deem necessary.  The Board of Directors 
may assign such additional titles to one or more of the officers as it shall 
deem appropriate.  Any one person may hold any number of offices of the

                                      9



<PAGE>

corporation at any one time unless specifically prohibited therefrom by law.  
The salaries and other compensation of the officers of the corporation shall 
be fixed by or in the manner designated by the Board of Directors.  (Del. 
Code Ann., tit. 8, Sections  122(5), 142(a), (b))

     SECTION 27.    TENURE AND DUTIES OF OFFICERS.

           (a) GENERAL.  All officers shall hold office at the pleasure of 
the Board of Directors and until their successors shall have been duly 
elected and qualified, unless sooner removed.  Any officer elected or 
appointed by the Board of Directors may be removed at any time by the Board 
of Directors.  If the office of any officer becomes vacant for any reason, 
the vacancy may be filled by the Board of Directors.  (Del. Code Ann., tit. 
8, Section  141(b), (e))

           (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of 
the Board of Directors, when present, shall preside at all meetings of the 
stockholders and the Board of Directors.  The Chairman of the Board of 
Directors shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  If there is no President, 
then the Chairman of the Board of Directors shall also serve as the Chief 
Executive Officer of the corporation and shall have the powers and duties 
prescribed in paragraph (c) of this Section 27.  (Del. Code Ann., tit. 8, 
Section  142(a))

           (c) DUTIES OF PRESIDENT.  The President shall preside at all 
meetings of the stockholders and at all meetings of the Board of Directors, 
unless the Chairman of the Board of Directors has been appointed and is 
present. The President shall be the Chief Executive Officer of the 
corporation and shall, subject to the control of the Board of Directors, have 
general supervision, direction and control of the business and officers of 
the corporation.  The President shall perform other duties commonly incident 
to his office and shall also perform such other duties and have such other 
powers as the Board of Directors shall designate from time to time.  (Del. 
Code Ann., tit. 8, Section  142(a))

           (d) DUTIES OF VICE PRESIDENTS.  The Vice Presidents, in the order 
of their seniority, may assume and perform the duties of the President in the 
absence or disability of the President or whenever the office of President is 
vacant.  The Vice Presidents shall perform other duties commonly incident to 
their office and shall also perform such other duties and have such other 
powers as the Board of Directors or the President shall designate from time 
to time. (Del. Code Ann., tit. 8, Section  142(a))

           (e) DUTIES OF SECRETARY.  The Secretary shall attend all meetings 
of the stockholders and of the Board of Directors, and shall record all acts 
and proceedings thereof in the minute book of the corporation.  The Secretary 
shall give notice in conformity with these Bylaws of all meetings of the 
stockholders, and of all meetings of the Board of Directors and any committee 
thereof requiring notice.  The Secretary shall perform all other duties given 
him in these Bylaws and other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  The President may direct any 
Assistant Secretary to assume and perform the duties of the Secretary in the 
absence or disability of the Secretary, and each Assistant Secretary shall 
perform other duties commonly incident to his office and shall also perform 
such other duties and have

                                      10
<PAGE>

such other powers as the Board of Directors or the President shall designate 
from time to time.  (Del. Code Ann., tit. 8, Section  142(a))

           (f) DUTIES OF CHIEF FINANCIAL OFFICER OR TREASURER.  The Chief 
Financial Officer or Treasurer shall keep or cause to be kept the books of 
account of the corporation in a thorough and proper manner, and shall render 
statements of the financial affairs of the corporation in such form and as 
often as required by the Board of Directors or the President.  The Chief 
Financial Officer or Treasurer, subject to the order of the Board of 
Directors, shall have the custody of all funds and securities of the 
corporation.  The Chief Financial Officer or Treasurer shall perform other 
duties commonly incident to his office and shall also perform such other 
duties and have such other powers as the Board of Directors or the President 
shall designate from time to time.  The President may direct any Assistant 
Treasurer to assume and perform the duties of the Chief Financial Officer or 
Treasurer in the absence or disability of the Chief Financial Officer or 
Treasurer, and each Assistant Treasurer shall perform other duties commonly 
incident to his office and shall also perform such other duties and have such 
other powers as the Board of Directors or the President shall designate from 
time to time.  (Del. Code Ann., tit. 8, Section  142(a))

     SECTION 28.    DELEGATION OF AUTHORITY.  The Board of Directors may from 
time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.

     SECTION 29.    RESIGNATIONS.  Any officer may resign at any time by 
giving written notice to the Board of Directors or to the President or to the 
Secretary.  Any such resignation shall be effective when received by the 
person or persons to whom such notice is given, unless a later time is 
specified therein, in which event the resignation shall become effective at 
such later time.  Unless otherwise specified in such notice, the acceptance 
of any such resignation shall not be necessary to make it effective.  Any 
resignation shall be without prejudice to the rights, if any, of the 
corporation under any contract with the resigning officer.  (Del. Code Ann., 
tit. 8, Section  142(b))

     SECTION 30.    REMOVAL.  Any officer may be removed from office at any 
time, either with or without cause, by the vote or written consent of a 
majority of the Directors in office at the time, or by any committee or 
superior officers upon whom such power of removal may have been conferred by 
the Board of Directors.

                                          
                                     ARTICLE VI
                                          
                       EXECUTION OF CORPORATE INSTRUMENTS AND
                                          
                   VOTING OF SECURITIES OWNED BY THE CORPORATION

     SECTION 31.    EXECUTION OF CORPORATE INSTRUMENTS.  The Board of 
Directors may, in its discretion, determine the method and designate the 
signatory officer or officers, or other person or persons, to execute on 
behalf of the corporation any corporate instrument or document, or to sign on 
behalf of the corporation the corporate name without limitation, or to enter 
into contracts on behalf of the corporation, except where otherwise provided 
by law or these Bylaws,

                                      11
<PAGE>

and such execution or signature shall be binding upon the corporation.  (Del. 
Code Ann., tit. 8, Sections  103(a), 142(a), 158)

     Unless otherwise specifically determined by the Board of Directors or 
otherwise required by law, promissory notes, deeds of trust, mortgages and 
other evidences of indebtedness of the corporation, and other corporate 
instruments or documents requiring the corporate seal, and certificates of 
shares of stock owned by the corporation, shall be executed, signed or 
endorsed by the Chairman of the Board of Directors, or the President or any 
Vice President, and by the Secretary or Chief Financial Officer or Treasurer 
or any Assistant Secretary or Assistant Treasurer.  All other instruments and 
documents requiring the corporate signature, but not requiring the corporate 
seal, may be executed as aforesaid or in such other manner as may be directed 
by the Board of Directors. (Del. Code Ann., tit. 8, Sections  103(a), 142(a), 
158)

     All checks and drafts drawn on banks or other depositaries on funds to 
the credit of the corporation or in special accounts of the corporation shall 
be signed by such person or persons as the Board of Directors shall authorize 
so to do.

     Unless authorized or ratified by the Board of Directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any 
amount.  (Del. Code Ann., tit. 8, Sections  103(a), 142(a), 158)

     SECTION 32.    VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock 
and other securities of other corporations owned or held by the corporation 
for itself, or for other parties in any capacity, shall be voted, and all 
proxies with respect thereto shall be executed, by the person authorized so 
to do by resolution of the Board of Directors, or, in the absence of such 
authorization, by the Chairman of the Board of Directors, the President, or 
any Vice President. (Del. Code Ann., tit. 8, Section  123)

                                          
                                    ARTICLE VII
                                          
                                  SHARES OF STOCK

     SECTION 33.    FORM AND EXECUTION OF CERTIFICATES.  Certificates for the 
shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law.  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 any Vice President and by the Treasurer or Assistant 
Treasurer or the Secretary or Assistant Secretary, certifying the number of 
shares owned by him in the corporation.  Where such certificate is 
countersigned by a transfer agent other than the corporation or its employee, 
or 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 with 
the same effect as if he were such officer, transfer agent, or registrar at 
the date of issue.  Each certificate shall state upon the face or back 
thereof, in full or in summary, all of the designations, preferences, 

                                      12
<PAGE>

limitations, restrictions on transfer and relative rights of the shares 
authorized to be issued.  (Del. Code Ann., tit. 8, Section  158)

     SECTION 34.    LOST CERTIFICATES.  A new certificate or certificates 
shall 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 claiming the 
certificate of stock to be lost, stolen, or destroyed.  The corporation may 
require, as a condition precedent to the issuance of a new certificate or 
certificates, the owner of such lost, stolen, or destroyed certificate or 
certificates, or his legal representative, to advertise the same in such 
manner as it shall require or to give the corporation a surety bond in such 
form and amount 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. (Del. Code Ann., tit. 8, Section  167)

     SECTION 35.    TRANSFERS.

           (a) Transfers of record of shares of stock of the corporation 
shall be made only upon its books by the holders thereof, in person or by 
attorney duly authorized, and upon the surrender of a properly endorsed 
certificate or certificates for a like number of shares.  (Del. Code Ann., 
tit. 8, Section  201, tit. 6, Section  8-401(1))

           (b) The corporation shall have power to enter into and perform any 
agreement with any number of stockholders of any one or more classes of stock 
of the corporation to restrict the transfer of shares of stock of the 
corporation of any one or more classes owned by such stockholders in any 
manner not prohibited by the General Corporation Law of Delaware. (Del. Code 
Ann., tit. 8, Section  160 (a))

     SECTION 36.    FIXING RECORD DATES.

           (a) 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, the Board of Directors may fix, in advance, 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 (60) nor less than ten (10) days before the 
date of such meeting.  If no record date is fixed by the Board of Directors, 
the record date for determining stockholders entitled to notice of or to vote 
at a meeting of stockholders shall be at the close of business on the day 
next preceding the 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.  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.

           (b) In order that the Corporation may determine the stockholders 
entitled to consent to corporate action in writing without a meeting, the 
Board of Directors may fix, in advance, 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 
ten (10) days after the date upon which the resolution fixing the record date 
is adopted by the Board of Directors.  If no record date has been fixed by 
the Board of Directors, the record

                                      13
<PAGE>

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 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 the State of Delaware, 
its principal place of business or an officer or agent of the Corporation 
having custody of the book in which proceedings of meetings of stockholders 
are recorded.  Delivery made to a 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 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.

           (c) In order that the corporation may determine the stockholders 
entitled to receive payment of any dividend or other distribution or 
allotment of any rights or the stockholders entitled to exercise any rights 
in respect of any change, conversion or exchange of stock, or for the purpose 
of any other lawful action, the Board of Directors may fix, in advance, a 
record date, which record date shall not precede the date upon which the 
resolution fixing the record date is adopted, and which record date shall be 
not more than sixty (60) days prior to such action.  If no record date is 
fixed, the record date for determining stockholders for any such purpose 
shall be at the close of business on the day on which the Board of Directors 
adopts the resolution relating thereto.  (Del. Code Ann., tit. 8, Section  
213)

     SECTION 37.    REGISTERED STOCKHOLDERS.  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 
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. (Del. Code Ann., tit. 8, Sections  213(a), 219)

                                          
                                    ARTICLE VIII
                                          
                        OTHER SECURITIES OF THE CORPORATION

     SECTION 38.    EXECUTION OF OTHER SECURITIES.  All bonds, debentures and 
other corporate securities of the corporation, other than stock certificates 
(covered in Section 33), may be signed by the Chairman of the Board of 
Directors, the President or any Vice President, or such other person as may 
be authorized by the Board of Directors, and the corporate seal impressed 
thereon or a facsimile of such seal imprinted thereon and attested by the 
signature of the Secretary or an Assistant Secretary, or the Chief Financial 
Officer or Treasurer or an Assistant Treasurer; PROVIDED, HOWEVER, that where 
any such bond, debenture or other corporate security shall be authenticated 
by the manual signature of a trustee under an indenture pursuant to which 
such bond, debenture or other corporate security shall be issued, the 
signatures of the persons signing and attesting the corporate seal on such 
bond, debenture or other corporate security may be the imprinted facsimile of 
the signatures of such persons.  Interest coupons appertaining to any such 
bond, debenture or other corporate security, authenticated by a trustee

                                      14
<PAGE>

as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of 
the corporation or such other person as may be authorized by the Board of 
Directors, or bear imprinted thereon the facsimile signature of such person.  
In case any officer who shall have signed or attested any bond, debenture or 
other corporate security, or whose facsimile signature shall appear thereon 
or on any such interest coupon, shall have ceased to be such officer before 
the bond, debenture or other corporate security so signed or attested shall 
have been delivered, such bond, debenture or other corporate security 
nevertheless may be adopted by the corporation and issued and delivered as 
though the person who signed the same or whose facsimile signature shall have 
been used thereon had not ceased to be such officer of the corporation.

                                          
                                     ARTICLE IX
                                          
                                     DIVIDENDS

     SECTION 39.    DECLARATION OF DIVIDENDS.  Dividends upon the capital 
stock of the corporation, subject to the provisions of the Certificate of 
Incorporation, if any, may be declared by the Board of Directors pursuant to 
law at any regular or special meeting.  Dividends may be paid in cash, in 
property, or in shares of the capital stock, subject to the provisions of the 
Certificate of Incorporation.  (Del. Code Ann., tit. 8, Sections  170, 173)

     SECTION 40.    DIVIDEND RESERVE.  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 such other purpose as the Board of 
Directors shall think conducive to the interests of the corporation, and the 
Board of Directors may modify or abolish any such reserve in the manner in 
which it was created.  (Del. Code Ann., tit. 8, Section  171)

                                          
                                     ARTICLE X
                                          
                                    FISCAL YEAR

     SECTION 41.    FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the Board of Directors.

                                          
                                     ARTICLE XI
                                          
                                  INDEMNIFICATION

     SECTION 42.    INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
                    AGENTS.

           (a) DIRECTORS AND EXECUTIVE OFFICERS.  The corporation shall
indemnify its Directors and executive officers to the fullest extent not
prohibited by the Delaware General

                                      15

<PAGE>

Corporation Law; PROVIDED, HOWEVER, that the corporation may limit the extent 
of such indemnification by individual contracts with its Directors and 
executive officers; and, PROVIDED, FURTHER, that the corporation shall not be 
required to indemnify any Director or executive officer in connection with 
any proceeding (or part thereof) initiated by such person or any proceeding 
by such person against the corporation or its Directors, officers, employees 
or other agents unless (i) such indemnification is expressly required to be 
made by law, (ii) the proceeding was authorized by the Board of Directors of 
the corporation or (iii) such indemnification is provided by the corporation, 
in its sole discretion, pursuant to the powers vested in the corporation 
under the Delaware General Corporation Law.

           (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.  The corporation 
shall have power to indemnify its other officers, employees and other agents 
as set forth in the Delaware General Corporation Law.

           (c) GOOD FAITH.

               (1)  For purposes of any determination under this Bylaw, a 
Director or executive officer shall be deemed to have acted in good faith and 
in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, to have had no reasonable cause to believe that his conduct was 
unlawful, if his action is based on information, opinions, reports and 
statements, including financial statements and other financial data, in each 
case prepared or presented by:

                      (i)     one or more officers or employees of the 
corporation whom the Director or executive officer believed to be reliable 
and competent in the matters presented;

                      (ii)    counsel, independent accountants or other 
persons as to matters which the Director or executive officer believed to be 
within such person's professional competence; and  

                      (iii)   with respect to a Director, a committee of the 
Board upon which such Director does not serve, as to matters within such 
Committee's designated authority, which committee the Director believes to 
merit confidence; so long as, in each case, the Director or executive officer 
acts without knowledge that would cause such reliance to be unwarranted.

               (2)  The termination of any proceeding by judgment, order, 
settlement, conviction or upon a plea of nolo contendere or its equivalent 
shall not, of itself, create a presumption that the person did not act in 
good faith and in a manner which he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to any 
criminal proceeding, that he had reasonable cause to believe that his conduct 
was unlawful.

               (3)  The provisions of this paragraph (c) shall not be deemed 
to be exclusive or to limit in any way the circumstances in which a person 
may be deemed to have met the applicable standard of conduct set forth by the 
Delaware General Corporation Law.

                                       16
<PAGE>

           (d) EXPENSES.  The corporation shall advance, prior to the final 
disposition of any proceeding, promptly following request therefor, all 
expenses incurred by any Director or executive officer in connection with 
such proceeding upon receipt of an undertaking by or on behalf of such person 
to repay said amounts if it should be determined ultimately that such person 
is not entitled to be indemnified under this Bylaw or otherwise.

     Notwithstanding the foregoing, unless otherwise determined pursuant to 
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a 
determination is reasonably and promptly made (1) by the Board of Directors 
by a majority vote of a quorum consisting of Directors who were not parties 
to the proceeding, or (2) if such quorum is not obtainable, or, even if 
obtainable, a quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion, that the facts known to the decision 
making party at the time such determination is made demonstrate clearly and 
convincingly that such person acted in bad faith or in a manner that such 
person did not believe to be in or not opposed to the best interests of the 
corporation.

           (e) ENFORCEMENT.  Without the necessity of entering into an 
express contract, all rights to indemnification and advances to Directors and 
executive officers under this Bylaw shall be deemed to be contractual rights 
and be effective to the same extent and as if provided for in a contract 
between the corporation and the Director or executive officer.  Any right to 
indemnification or advances granted by this Bylaw to a Director or executive 
officer shall be enforceable by or on behalf of the person holding such right 
in any court of competent jurisdiction if (i) the claim for indemnification 
or advances is denied, in whole or in part, or (ii) no disposition of such 
claim is made within ninety (90) days of request therefor.  The claimant in 
such enforcement action, if successful in whole or in part, shall be entitled 
to be paid also the expense of prosecuting his claim.  The corporation shall 
be entitled to raise as a defense to any such action that the claimant has 
not met the standards of conduct that make it permissible under the Delaware 
General Corporation Law for the corporation to indemnify the claimant for the 
amount claimed.  Neither the failure of the corporation (including its Board 
of Directors, independent legal counsel or its stockholders) to have made a 
determination prior to the commencement of such action that indemnification 
of the claimant is proper in the circumstances because he has met the 
applicable standard of conduct set forth in the Delaware General Corporation 
Law, nor an actual determination by the corporation (including its Board of 
Directors, independent legal counsel or its stockholders) that the claimant 
has not met such applicable standard of conduct, shall be a defense to the 
action or create a presumption that claimant has not met the applicable 
standard of conduct.

           (f) NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person 
by this Bylaw shall not be exclusive of any other right which such person may 
have or hereafter acquire under any statute, provision of the Certificate of 
Incorporation, Bylaws, 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 office.  The corporation is 
specifically authorized to enter into individual contracts with any or all of 
its Directors, officers, employees or agents respecting indemnification and 
advances, to the fullest extent not prohibited by the Delaware General 
Corporation Law.

                                       17
<PAGE>

           (g) SURVIVAL OF RIGHTS.  The rights conferred on any person by 
this Bylaw shall continue as to a person who has ceased to be a Director, 
officer, employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

           (h) INSURANCE.  To the fullest extent permitted by the Delaware 
General Corporation Law, the corporation, upon approval by the Board of 
Directors, may purchase insurance on behalf of any person required or 
permitted to be indemnified pursuant to this Bylaw.

           (i) AMENDMENTS.  Any repeal or modification of this Bylaw shall 
only be prospective and shall not affect the rights under this Bylaw in 
effect at the time of the alleged occurrence of any action or omission to act 
that is the cause of any proceeding against any agent of the corporation.

           (j) SAVING CLAUSE.  If this Bylaw or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation shall nevertheless indemnify each Director and executive officer 
to the full extent not prohibited by any applicable portion of this Bylaw 
that shall not have been invalidated, or by any other applicable law.

           (k) CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the 
following definitions shall apply:

               (1)    The term "PROCEEDING" shall be broadly construed 
and shall include, without limitation, the investigation, preparation, 
prosecution, defense, settlement, arbitration and appeal of, and the giving 
of testimony in, any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative.

               (2)    The term "EXPENSES" shall be broadly construed and 
shall include, without limitation, court costs, attorneys' fees, witness 
fees, fines, amounts paid in settlement or judgment and any other costs and 
expenses of any nature or kind incurred in connection with any proceeding.

               (3)  The term the "CORPORATION" shall include, in addition to 
the resulting corporation, any constituent corporation (including any 
constituent of a constituent) absorbed in a consolidation or merger which, if 
its separate existence had continued, would have had power and authority to 
indemnify its directors, officers, and employees or agents, so that any 
person who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under the provisions of this Bylaw with respect to 
the resulting or surviving corporation as he would have with respect to such 
constituent corporation if its separate existence had continued.

               (4)  References to a "DIRECTOR," "OFFICER," "EMPLOYEE," or
"AGENT" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

                                       18
<PAGE>

               (5)  References to "OTHER ENTERPRISES" shall include employee 
benefit plans; references to "FINES" shall include any excise taxes assessed 
on a person with respect to an employee benefit plan; and references to 
"SERVING AT THE REQUEST OF THE CORPORATION" shall include any service as a 
director, officer, employee or agent of the corporation which imposes duties 
on, or involves services by, such director, officer, employee, or agent with 
respect to an employee benefit plan, its participants, or beneficiaries; and 
a person who acted in good faith and in a manner he reasonably believed to be 
in the interest of the participants and beneficiaries of an employee benefit 
plan shall be deemed to have acted in a manner "NOT OPPOSED TO THE BEST 
INTERESTS OF THE CORPORATION" as referred to in this Bylaw.

                                          
                                    ARTICLE XII
                                          
                                      NOTICES

     SECTION 43.    NOTICES.

           (a) NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of 
these Bylaws, notice is required to be given to any stockholder, it shall be 
given in writing, timely and duly deposited in the United States mail, 
postage prepaid, and addressed to his last known post office address as shown 
by the stock record of the corporation or its transfer agent.  (Del. Code 
Ann., tit. 8, Section  222)

           (b) NOTICE TO DIRECTORS.  Any notice required to be given to any 
Director may be given by the method stated in subsection (a), or by 
facsimile, telex or telegram, except that such notice other than one which is 
delivered personally shall be sent to such address as such Director shall 
have filed in writing with the Secretary, or, in the absence of such filing, 
to the last known post office address of such Director.

           (c) ADDRESS UNKNOWN.  If no address of a stockholder or Director 
be known, notice may be sent to the office of the corporation required to be 
maintained pursuant to Section 2 hereof.

           (d) AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by a 
duly authorized and competent employee of the corporation or its transfer 
agent appointed with respect to the class of stock affected, specifying the 
name and address or the names and addresses of the stockholder or 
stockholders, or Director or Directors, to whom any such notice or notices 
was or were given, and the time and method of giving the same, shall be 
conclusive evidence of the statements therein contained.  (Del. Code Ann., 
tit. 8, Section  222)

           (e) TIME NOTICES DEEMED GIVEN.  All notices given by mail, as 
above provided, shall be deemed to have been given as at the time of mailing 
and all notices given by facsimile, telex or telegram shall be deemed to have 
been given as of the sending time recorded at time of transmission.

           (f) METHODS OF NOTICE.  It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but one
permissible method may be

                                       19
<PAGE>

employed in respect of any one or more, and any other permissible method or 
methods may be employed in respect of any other or others.

           (g) FAILURE TO RECEIVE NOTICE.  The period or limitation of time 
within which any stockholder may exercise any option or right, or enjoy any 
privilege or benefit, or be required to act, or within which any Director may 
exercise any power or right, or enjoy any privilege, pursuant to any notice 
sent him in the manner above provided, shall not be affected or extended in 
any manner by the failure of such stockholder or such Director to receive 
such notice.

           (h) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever 
notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of such notice to such person 
shall not be required and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice to such 
person. Any action or meeting which shall be taken or held without notice to 
any such person with whom communication is unlawful shall have the same force 
and effect as if such notice had been duly given.  In the event that the 
action taken by the corporation is such as to require the filing of a 
certificate under any provision of the Delaware General Corporation Law, the 
certificate shall state, if such is the fact and if notice is required, that 
notice was given to all persons entitled to receive notice except such 
persons with whom communication is unlawful.

           (i) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever notice 
is required to be given, under any provision of law or the Certificate of 
Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and all notices of meetings or of 
the taking of action by written consent without a meeting to such person 
during the period between such two consecutive annual meetings, or (ii) all, 
and at least two, payments (if sent by first class mail) of dividends or 
interest on securities during a twelve month period, have been mailed 
addressed to such person at his address as shown on the records of the 
Corporation and have been returned undeliverable, the giving of such notice 
to such person shall not be required.  Any action or meeting which shall be 
taken or held without notice to such person shall have the same force and 
effect as if such notice had been duly given.  If any such person shall 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person shall be 
reinstated.  In the event that the action taken by the corporation is such as 
to require the filing of a certificate under any provision of the Delaware 
General Corporation Law, the certificate need not state that notice was not 
given to persons to whom notice was not required to be given pursuant to this 
paragraph. (Del. Code Ann, tit. 8, Section  230)

                                          
                                    ARTICLE XIII
                                          
                                     AMENDMENTS

     SECTION 44.    AMENDMENTS.  Except as otherwise set forth in paragraph (i)
of Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote.  The Board of Directors
shall also have the power, if such power is

                                       20
<PAGE>

conferred upon the Board of Directors by the Certificate of Incorporation, to 
adopt, amend or repeal Bylaws (including, without limitation, the amendment 
of any Bylaw setting forth the number of Directors who shall constitute the 
whole Board of Directors).  (Del. Code Ann., tit. 8, Sections  109(a), 122(6))

                                          
                                    ARTICLE XIV
                                          
                               RIGHT OF FIRST REFUSAL

     SECTION 45.    RIGHT OF FIRST REFUSAL.  No stockholder shall sell, 
assign, pledge, or in any manner transfer any of the shares of common stock 
of the corporation or any right or interest therein (excluding, however, any 
preferred stock of the corporation), whether voluntarily or by operation of 
law, or by gift or otherwise, except by a transfer which meets the 
requirements hereinafter set forth in this Bylaw:

           (a) If the stockholder receives from anyone a bona fide offer 
acceptable to the stockholder to purchase any of his shares of common stock, 
then the stockholder shall first give written notice thereof to the 
corporation. The notice shall name the proposed transferee and state the 
number of shares to be transferred, the price per share and all other terms 
and conditions of the offer.

           (b) For fifteen (15) days following receipt of such notice, the 
corporation shall have the option to purchase all or any lesser part of the 
shares specified in the notice at the price and upon the terms set forth in 
such bona fide offer.  In the event the corporation elects to purchase all 
the shares, it shall give written notice to the selling stockholder of its 
election and settlement for said shares shall be made as provided below in 
paragraph (d).

           (c) In the event the corporation does not elect to acquire all of 
the shares specified in the selling stockholder's notice, the Secretary of 
the corporation shall, within fifteen (15) days of receipt of said selling 
stockholder's notice, give written notice thereof to the stockholders of the 
corporation other than the selling stockholder.  Said written notice shall 
state the number of shares that the corporation has elected to purchase and 
the number of shares remaining available for purchase (which shall be the 
same as the number contained in said selling stockholder's notice, less any 
such shares that the corporation has elected to purchase).  Each of the other 
stockholders shall have the option to purchase that proportion of the shares 
available for purchase as the number of shares owned by each of said other 
stockholders bears to the total issued and outstanding shares of the 
corporation, excepting those shares owned by the selling stockholder.  A 
stockholder electing to exercise such option shall, within ten (10) days 
after mailing of the corporation's notice, give notice to the corporation 
specifying the number of shares such stockholder will purchase.  Within such 
ten-day period, each of said other stockholders shall give written notice 
stating how many additional shares such stockholder will purchase if 
additional shares are made available.  Failure to respond in writing within 
said ten- day period to the notice given by the Secretary of the corporation 
shall be deemed a rejection of such stockholder's right to acquire a 
proportionate part of the shares of the selling stockholder.  In the event 
one or more stockholders do not elect to acquire the shares available to 
them, said 

                                       21
<PAGE>

shares shall be allocated on a pro rata basis to the stockholders who requested
shares in addition to their pro rata allotment.

           (d) In the event the corporation and/or stockholders, other than 
the selling stockholder, elect to acquire any of the shares of the selling 
stockholder as specified in said selling stockholder's notice, the Secretary 
of the corporation shall so notify the selling stockholder and settlement 
thereof shall be made in cash within thirty (30) days after the Secretary of 
the corporation receives said selling stockholder's notice; provided that if 
the terms of payment set forth in said selling stockholder's notice were 
other than cash against delivery, the corporation and/or its other 
stockholders shall pay for said shares on the same terms and conditions set 
forth in said selling stockholder's notice.

           (e) In the event the corporation and/or its other stockholders do 
not elect to acquire all of the shares specified in the selling stockholder's 
notice, said selling stockholder may, within the sixty-day period following 
the expiration of the option rights granted to the corporation and other 
stockholders herein, sell elsewhere the shares specified in said selling 
stockholder's notice which were not acquired by the corporation and/or its 
other stockholders, in accordance with the provisions of paragraph (d) of 
this bylaw, provided that said sale shall not be on terms and conditions more 
favorable to the purchaser than those contained in the bona fide offer set 
forth in said selling stockholder's notice.  All shares so sold by said 
selling stockholder shall continue to be subject to the provisions of this 
Bylaw in the same manner as before said transfer.

           (f) Anything to the contrary contained herein notwithstanding, the 
following transactions shall be exempt from the provisions of this Bylaw:

                    (1)    A stockholder's transfer of any or all shares held 
either during such stockholder's lifetime or on death by will or intestacy to 
such stockholder's immediate family.  "Immediate family" as used herein shall 
mean spouse, lineal descendant, father, mother, brother, or sister of the 
stockholder making such transfer and shall include any trust established 
primarily for the benefit of the stockholder or his immediate family.

                    (2)    A stockholder's bona fide pledge or mortgage of 
any shares with a commercial lending institution, provided that any 
subsequent transfer of said shares by said institution shall be conducted in 
the manner set forth in this Section 45.

                    (3)    A stockholder's transfer of any or all of such 
stockholder's shares to the corporation or to any other stockholder of the 
corporation.

                    (4)    A stockholder's transfer of any or all of such 
stockholder's shares to a person who, at the time of such transfer, is an 
officer or director of the corporation.

                    (5)    A corporate stockholder's transfer of any or all 
of its shares pursuant to and in accordance with the terms of any merger, 
consolidation, reclassification of shares or capital reorganization of the 
corporate stockholder, or pursuant to a sale of all or substantially all of 
the stock or assets of a corporate stockholder.

                                       22
<PAGE>

                    (6)    A corporate stockholder's transfer of any or all 
of its shares to any or all of its stockholders.

                    (7)    A transfer by a stockholder which is a limited or 
general partnership to any or all of its partners.

     In any such case, the transferee, assignee, or other recipient shall 
receive and hold such stock subject to the provisions of this Bylaw, and 
there shall be no further transfer of such stock except in accordance with 
this Bylaw.

           (g) The provisions of this Section 45 may be waived with respect 
to any transfer either by the corporation, upon duly authorized action of its 
Board of Directors, or by the stockholders, upon the express written consent 
of the owners of a majority of the voting power of the corporation (excluding 
the votes represented by those shares to be sold by the selling stockholder). 
This Section 45 may be amended or repealed either by a duly authorized 
action of the Board of Directors or by the stockholders, upon the express 
vote or written consent of the owners of a majority of the voting power of 
the corporation.

           (h) Any sale or transfer, or purported sale or transfer, of 
securities of the corporation shall be null and void unless the terms, 
conditions, and provisions of this Bylaw are strictly observed and followed.

           (i) The foregoing right of first refusal shall terminate on either 
of the following dates, whichever shall first occur:

                    (1)    On November 17, 2005; or

                    (2)    Upon the date securities of the corporation are 
first offered to the public pursuant to a registration statement filed with, 
and declared effective by, the United States Securities and Exchange 
Commission under the Securities Act of 1933, as amended.

           (j) The certificates representing shares of stock of the 
corporation shall bear on their face the following legend so long as the 
foregoing right of first refusal remains in effect:

           "The shares represented by this certificate are subject to a
     right of first refusal option in favor of the corporation and its
     other stockholders, as provided in the bylaws of the corporation."

(Del. Code Ann., tit. 8, Section  160(a))


                                          
                                     ARTICLE XV
                                          
                                 LOANS TO OFFICERS

     SECTION 46.    LOANS TO OFFICERS.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its

                                       23
<PAGE>

subsidiaries, including any officer or employee who is a Director of the 
corporation or its subsidiaries, whenever, in the judgment of the Board of 
Directors, such loan, guarantee or assistance may reasonably be expected to 
benefit the corporation.  The loan, guarantee or other assistance may be with 
or without interest and may be unsecured, or secured in such manner as the 
Board of Directors shall approve, including, without limitation, a pledge of 
shares of stock of the corporation.  Nothing in this Section 46 shall be 
deemed to deny, limit or restrict the powers of guaranty or warranty of the 
corporation at common law or under any statute.  (Del. Code Ann., tit. 8, 
Section  143)

                                          
                                    ARTICLE XVI
                                          
                                   MISCELLANEOUS

     SECTION 47.    ANNUAL REPORT.

           (a) Subject to the provisions of Section 47(b) below, the Board
of Directors shall cause an annual report to be sent to each stockholder of the
corporation not later than one hundred twenty (120) days after the close of the
corporation's fiscal year.  Such report shall include a balance sheet as of the
end of such fiscal year and an income statement and statement of changes in
financial position for such fiscal year, accompanied by any report thereon of
independent accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation.  When there are more than
100 stockholders of record of the corporation's shares, as determined by
Section 605 of the California Corporations Code, additional information as
required by Section 1501(b) of the California Corporations Code shall also be
contained in such report, provided that if the corporation has a class of
securities registered under Section 12 of the United States Securities Exchange
Act of 1934, that Act shall take precedence.  Such report shall be sent to
stockholders at least fifteen (15) days prior to the next annual meeting of
stockholders after the end of the fiscal year to which it relates.

           (b) If and so long as there are fewer than 100 holders of
record of the corporation's shares, the requirement of sending of an annual
report to the stockholders of the corporation is hereby expressly waived.

                                       24
