

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                        REALTY INFORMATION GROUP, INC.1/


                                    ARTICLE I

                                     Offices

                  The registered  office of the Corporation shall be in the City
of Wilmington, County of New Castle, State of Delaware. The Corporation may also
have offices at other  places,  within or without the State of Delaware,  as the
business of the Corporation may require.


                                   ARTICLE II

                                  Stockholders

                  SECTION  1. Place of  Meeting.  Meetings  of the  stockholders
shall be held at such  place,  within or without the State of  Delaware,  as the
Board of Directors designates.

                  SECTION  2.  Annual   Meeting.   The  annual  meeting  of  the
stockholders of the  Corporation  shall be held on such date and at such time as
may be  designated  by the  Board of  Directors,  for the  purpose  of  electing
Directors  and for the  transaction  of such other  business  as may be properly
brought before the meeting.

                  SECTION 3. Special Meetings.  Except as otherwise  provided in
the Certificate of Incorporation or by the General  Corporation Law of Delaware,
special  meetings of the  stockholders  of the  Corporation may be called at any
time by the  Chairman of the Board or the  President  and shall be called by the
President or the  Secretary at the request in writing of a majority of the Board
of Directors. Such a request shall state the purpose or purposes of the proposed
meeting. Any special meeting of the stockholders shall be held on such date, and
at such time as the Board of  Directors  or the officer  calling the meeting may
designate.  At a special  meeting  of the  stockholders,  no  business  shall be
transacted and no corporate  action shall be taken other than that stated in the
notice of the meeting unless all of the stockholders are present in person or by
proxy,  in which case any and all  business  may be  transacted  at the meeting.

--------
1/   Formerly known as Realty Information Group (Delaware), Inc.


<PAGE>



                  SECTION 4. Notice of Meetings.  Written notice of each meeting
of the  stockholders  shall be given not less than ten (10) nor more than  sixty
(60) days before the date of the meeting to each  stockholder of the Corporation
entitled to vote at such  meeting.  The notice  shall state the place,  date and
time of the  meeting  and,  in the case of a special  meeting,  the  purpose  or
purposes for which the meeting is called.

                  SECTION 5.  Quorum.  At any meeting of the  stockholders,  the
holders of a majority in number of the total  issued and  outstanding  shares of
stock of the Corporation entitled to vote at such meeting,  present in person or
represented  by proxy,  shall  constitute a quorum of the  stockholders  for all
purposes,  unless  the  representation  of a larger  number of  shares  shall be
required by law, by the  Certificate of  Incorporation  or by these By-Laws,  in
which  case the  representation  of the  number  of  shares  so  required  shall
constitute a quorum.

                  SECTION 6. Adjourned  Meetings.  Whether or not a quorum shall
be present in person or  represented  at any  meeting of the  stockholders,  the
holders  of a  majority  in  number of the  shares  of stock of the  Corporation
present in person or  represented  by proxy and entitled to vote at such meeting
may adjourn  from time to time.  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  stockholders  may transact any business which might have
been transacted by them at the original meeting.  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 adjourned meeting.

                  SECTION  7.  Voting.  Except  as  otherwise  provided  in  the
Certificate of Incorporation  or by law, each  stockholder  shall be entitled to
one vote for each share of the capital  stock of the  Corporation  registered in
the name of such stockholder upon the books of the Corporation. Each stockholder
entitled to vote at a meeting of  stockholders  or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons  to act for him or her by  proxy,  but no such  proxy  shall be voted or
acted upon after  three  years from its date,  unless the proxy  provides  for a
longer period. When a quorum is present at a meeting of the stockholders, except
as otherwise  provided by law or by the Certificate of Incorporation,  Directors
shall be elected by a plurality  of the votes cast at a meeting of  stockholders
by the stockholders entitled to vote in the election and, whenever any corporate
action,  other  than the  election  of  Directors  is to be  taken,  it shall be
authorized by a majority of the votes cast at a meeting of  stockholders  by the
stockholders entitled to vote thereon.

                  Shares of the capital  stock of the  Corporation  belonging to
the Corporation or to another corporation,  if a majority of the shares entitled
to vote in the election of directors of such other corporation is held, directly
or  indirectly,  by the  Corporation,  shall  neither be entitled to vote nor be
counted for quorum purposes.



                                        2

<PAGE>



                  SECTION 8. Stockholder Proposals. For any stockholder proposal
to be presented in  connection  with an annual  meeting of  stockholders  of the
Corporation,  including any proposal relating to the nomination of a Director to
be elected to the Board of Directors of the Corporation,  the stockholders  must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's  notice shall be delivered to the Secretary at the
principal  executive  offices of the  Corporation not less than 60 days nor more
than 90 days  prior to the first  anniversary  of the  preceding  year's  annual
meeting;  provided,  however,  that in the event that the annual  meeting is the
first annual  meeting of the  Corporation  or the date of the annual  meeting is
advanced  by more  than  30  days or  delayed  by  more  than 60 days  from  the
anniversary  date  of  the  preceding  year's  annual  meeting,  notice  by  the
stockholder  to be timely must be so  delivered  not  earlier  than the 90th day
prior to such  annual  meeting  and not later than the close of  business on the
later of the 60th day prior to such  annual  meeting or the tenth day  following
the day on which public  announcement of the date of such meeting is first made.
Such  stockholder's  notice  shall  set  forth  (a) as to each  person  whom the
stockholder  proposes to nominate for election or  reelection  as a director all
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;  (b) as to any other business that the stockholder proposes to bring
before the meeting,  a brief  description of the business  desired to be brought
before the meeting,  the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and of the beneficial
owner,  if  any,  on  whose  behalf  the  proposal  is  made;  and (c) as to the
stockholder  giving the notice and the beneficial owner, if any, on whose behalf
the  nomination  or  proposal  is  made,  (i)  the  name  and  address  of  such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (ii) the class and number of shares of stock of the Corporation  which
are owned  beneficially  and of record by such  stockholder  and such beneficial
owner. The Chairman of an annual meeting shall, if the facts warrant,  determine
and declare to an annual meeting that a proposal was not properly brought before
such meeting in  accordance  with this  Section,  and if the Chairman  should so
determine,  the Chairman should so declare to such meeting and any such business
not properly brought before the meeting shall not be transacted.

                  SECTION  9.  Organization.   The  Chairman  of  the  Board  of
Directors or, in the absence of the Chairman of the Board,  the President  shall
call all  meetings  of the  stockholders  to  order,  and shall  preside  at all
meetings of the  stockholders.  In the absence of the  Chairman of the Board and
the President, the holders of a majority in number of the shares of stock of the
Corporation  present in person or  represented  by proxy and entitled to vote at
such meeting shall elect a presiding officer for purposes of such meeting.

                  The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the presiding
officer may appoint any person to act as secretary of the meeting.



                                        3

<PAGE>



                                   ARTICLE III

                                    Directors

                  SECTION 1. Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of a Board of  Directors,  which may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things  as are not by law or by the  Certificate  of  Incorporation  or by these
By-Laws directed or required to be exercised or done by the stockholders.

                  SECTION 2. Number and Term of Office; Election; Qualification.

                  (a) The Board of Directors  shall consist of not less than two
and not more than  seven  Directors,  the exact  number to be fixed from time to
time by resolution passed by a majority of the Board of Directors. The Directors
shall,  except as  hereinafter  otherwise  provided  for filling  vacancies,  be
elected at the annual meeting of stockholders, and shall hold office until their
respective   successors  are  elected  and  qualified  or  until  their  earlier
resignation or removal.

                  (b)  Unless by the  terms of the  action  pursuant  to which a
director is elected any special  condition  or  conditions  must be fulfilled in
order for such director to be qualified, a person elected as a director shall be
deemed to be qualified (1) upon such person's  receipt of notice of election and
such person's indication of acceptance thereof or (2) upon the expiration of ten
days after notice of election is given to such person without such person having
given notice of inability or unwillingness to serve.

                  SECTION 3. Removal,  Vacancies and Additional  Directors.  The
stockholders may, at any special meeting the notice of which shall state that it
is called  for that  purpose,  remove,  with or  without  cause,  any  Director.
Vacancies  caused by any such  removal , or any  vacancy  caused by the death or
resignation  of any  Director  or for any other  reason,  and any newly  created
directorship  resulting from any increase in the authorized number of Directors,
may be filled by the  affirmative  vote of a majority of the  Directors  then in
office, even if less than a quorum, and any Director so elected to fill any such
vacancy or newly created  directorship  shall hold office until his successor is
elected and qualified or until his earlier resignation or removal.

                  When one or more Directors shall resign  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 as herein  provided in connection with
the filling of other vacancies.

                  SECTION  4.  Place of  Meeting.  Any  meeting  of the Board of
Directors shall be held at such place,  within or without the State of Delaware,
as the Board of Directors designates.



                                        4

<PAGE>



                  SECTION 5. Regular Meetings.  Regular meetings of the Board of
Directors  shall be held on such  dates and at such times as the Board from time
to time by  resolution  shall  determine.  No notice  shall be required  for any
regular meeting of the Board of Directors; but a copy of every resolution fixing
or  changing  the time or place of  regular  meetings  shall be  mailed to every
Director at least five days before the first meeting held in pursuance  thereof,
or caused to be transmitted by telegraph,  cable or wireless at least three days
before the first meeting held in pursuance thereof.

                  SECTION 6. Special Meetings.  Special meetings of the Board of
Directors may be called by direction of the Chairman of the Board, the President
or by any two of the Directors then in office.

                  Notice of the day,  hour and place of holding of each  special
meeting  shall be given by mailing the same at least two days before the meeting
or by causing  the same to be  transmitted  by  telegraph,  cable or wireless at
least one day before the meeting to each Director. Unless otherwise indicated in
the  notice  thereof,  any and all  business  other than an  amendment  of these
By-Laws may be  transacted  at any special  meeting,  and an  amendment of these
By-Laws  may be acted upon if the notice of the  meeting  shall have stated that
the  amendment of these  By-Laws is one of the  purposes of the meeting.  At any
meeting at which  every  Director  shall be  present,  even  though  without any
notice,  any  business  may be  transacted,  including  the  amendment  of these
By-Laws.

                  SECTION 7. Quorum;  Vote. Subject to the provisions of Section
3 of this  Article  III,  fifty  percent or more of the  members of the Board of
Directors in office shall  constitute a quorum for the  transaction  of business
and the vote of the  majority  of the  Directors  present at any  meeting of the
Board of Directors at which a quorum is present shall be the act of the Board of
Directors. If at any meeting of the Board there is 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 is  present,
whereupon the meeting may be held, as adjourned, without further notice.

                  SECTION  8.  Organization.  The  Chairman  of the Board  shall
preside  at all  meetings  of the  Board of  Directors.  In the  absence  of the
Chairman of the Board,  an acting  Chairman  shall be elected from the Directors
present to preside at such meeting.  The Secretary of the Corporation  shall act
as  Secretary  of all  meetings  of the  Directors;  but in the  absence  of the
Secretary,  the  Chairman  may  appoint  any person to act as  Secretary  of the
meeting.

                  SECTION  9.  Committees.   The  Board  of  Directors  may,  by
resolution  passed by a  majority  of the  whole  Board,  designate  one or more
committees,  each  committee  to consist of one or more of the  Directors of the
Corporation.  The Board may designate one or more Directors as alternate members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of the committee.  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 any  such  absent  or  disqualified  member.  Any such
committee,


                                        5

<PAGE>



to the extent  provided by  resolution  passed by a majority of the whole Board,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and the affairs of the  Corporation,
and may authorize the seal of the  Corporation to be affixed to all papers which
may  require  it; but no such  committee  shall have the power or  authority  in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or  consolidation,  recommending to the  stockholders  the sale, lease or
exchange of all or substantially all of the  Corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  Corporation  or  a
revocation  of a  dissolution,  or  amending  these  By-Laws;  and  unless  such
resolution,  these By-laws,  or the  Certificate of  Incorporation  expressly so
provide,  no such  committee  shall  have the power or  authority  to  declare a
dividend or to authorize the issuance of stock.

                  Each  committee  shall  determine  its rules  with  respect to
notice, quorum, voting and the taking of action,  provided that such rules shall
be consistent  with law, the rules in these  By-Laws  applicable to the Board of
Directors  and  the  resolution  of the  Board  of  Directors  establishing  the
committee.  Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

                  SECTION 10. Conference  Telephone  Meetings.  Unless otherwise
restricted by the Certificate of Incorporation or by these By-Laws,  the members
of the  Board  of  Directors  or any  committee  designated  by the  Board,  may
participate in a meeting of the Board or such committee,  as the case may be, by
means of conference  telephone or similar  communications  equipment by means of
which all persons  participating  in the  meeting can hear each other,  and such
participation shall constitute presence in person at such meeting.

                  SECTION  11.  Consent of  Directors  or  Committee  in Lieu of
Meeting.  Unless otherwise  restricted by the Certificate of Incorporation or by
these  By-Laws,  any action  required or permitted to be taken at any meeting of
the Board of  Directors,  or of any  committee  thereof,  may be taken without a
meeting if all members of the Board or  committee,  as the case may be,  consent
thereto in writing  and the  writing or  writings  are filed with the minutes of
proceedings of the Board or committee, as the case may be.


                                   ARTICLE IV

                                    Officers

                  SECTION 1. General. The Board of Directors shall elect, at its
first meeting after each annual meeting of the stockholders, the officers of the
Corporation,  which  shall  include a Chairman of the Board,  a Chief  Executive
Officer, a Chief Financial Officer, a President,  one or more Vice Presidents, a
Secretary and a Treasurer. The failure to hold such election shall not of itself
terminate  the term of office of any officer.  The Board of Directors  may elect
such  additional  officers it deems desirable for the conduct of the business of
the Corporation pursuant to the provisions of Section 10 of this Article IV. All
officers shall hold office at the pleasure of the Board


                                        6

<PAGE>


of  Directors.  Any  officer may resign at any time upon  written  notice to the
Corporation. Officers may, but need not, be Directors. Any number of offices may
be held by the same person.

                  SECTION 2. Term of Office;  Removal;  Vacancies.  Each officer
shall hold office until his or her  successor is elected and  qualified or until
his or her earlier resignation or removal and all officers, agents and employees
shall be subject to removal,  with or without cause, at any time by the Board of
Directors. The removal of an officer without cause shall be without prejudice to
his contract rights,  if any but the election or appointment of an officer shall
not of itself  create  contract  rights.  All  agents and  employees  other than
officers  elected by the Board of  Directors  shall also be subject to  removal,
with or without cause, at any time by the officers  appointing them. Any vacancy
caused by the death, resignation or removal of any officer, or otherwise, may be
filled by the Board of Directors.

                  SECTION 3.  Powers and  Duties.  In addition to the powers and
duties of the officers of the  Corporation  as set forth in these  By-Laws,  the
officers  shall  have such  powers  and  duties as  generally  pertain  to their
respective  offices as well as such  authority  and such  duties as from time to
time may be determined by the Board of Directors.

                  SECTION 4.  Chairman of the Board.  The  Chairman of the Board
shall preside at all meetings of the stockholders and of the Board of Directors;
shall, subject to the control of the Board of Directors, oversee the formulation
of the  strategic  plans and  direction of the business of the  Corporation,  in
conjunction  with the Chief  Executive  Officer;  and shall have such powers and
shall  perform such duties as may be assigned to him or her from time to time by
these By-Laws or by the Board of Directors.  All actions heretofore taken by the
Chairman of the Board in the name or on behalf of the Corporation, including the
execution  and  delivery  in the  name  and on  behalf  of  the  Corporation  of
agreements, bonds, contracts, deeds, mortgages, certificates for shares of stock
of the Corporation and other instruments,  documents and certificates are in all
respects  ratified,  approved,  confirmed  and  adopted  as of the  date of such
action,  execution or delivery,  with the same effect as if expressly authorized
by the By-laws of the Corporation on the date thereof.

                  SECTION  5.  President  and Chief  Executive  Officer.  Unless
otherwise specified by the Board of Directors,  the President shall be the Chief
Executive Officer of the Corporation and, subject to the control of the Board of
Directors,  shall  have  general  charge and  control  of all the  Corporation's
business and affairs,  and shall have all powers and perform all duties incident
to the office of  President.  In the absence of the  Chairman of the Board,  the
President shall preside at all meetings of the  stockholders and at all meetings
of the Board of  Directors  and shall have such other  powers and  perform  such
other  duties as may from time to time be  assigned  to the  President  by these
By-Laws or by the Board of Directors.

                  SECTION  6.  Chief  Financial  Officer.  The  Chief  Financial
Officer of the Corporation shall have overall  responsibility  and authority for
the  financial  affairs  of  the  Corporation  including,   without  limitation,
oversight of the Corporation's  accounting,  inventory,  management  information
systems,  internal audit and billing functions,  subject to the authority of the
Board of Directors, and


                                        7

<PAGE>


shall have such other  powers and perform  such other duties as may from time to
time be assigned to the Chief Financial Officer by these By-Laws or by the Board
of Directors.

                  SECTION 7. Vice Presidents. Each Vice President shall have all
powers and shall perform all duties incident to the office of Vice President and
shall have such other  powers and perform  such other duties as may from time to
time be assigned to such  officer by these  By-Laws or by the Board of Directors
or the President.

                  SECTION 8. 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;  shall attend to the giving or
serving of all notices of the  Corporation;  shall have custody of the corporate
seal of the  Corporation  and shall affix the same to such  documents  and other
papers as the Board of Directors or the  President  shall  authorize and direct;
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
President  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 shall have all powers and shall perform
all duties  incident to the office of  Secretary  and shall also have such other
powers and shall  perform such other duties as may from time to time be assigned
to the Secretary by these By-Laws or by the Board of Directors or the President.

                  SECTION 9. Treasurer. The Treasurer shall have custody of, and
when  proper  shall pay out,  disburse  or  otherwise  dispose of, all funds and
securities  of the  Corporation  which may have come into his or her hands;  may
endorse 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  depositary  or  depositaries  as the  Board of  Directors  may
designate;  shall  sign all  receipts  and  vouchers  for  payments  made to the
Corporation;  shall enter or cause to be entered  regularly  in the books of the
Corporation  kept for the  purpose  full and  accurate  accounts  of all  moneys
received or paid or otherwise  disposed of by such officer and whenever required
by the Board of  Directors or the  President  shall  render  statements  of such
accounts;  shall, at all reasonable  times,  exhibit such Treasurer's  books and
accounts to any Director of the  Corporation  upon  application at the office of
the  Corporation  during  business  hours;  and shall  have all powers and shall
perform all duties  incident to the office of Treasurer and shall also have such
other  powers and shall  perform  such other  duties as may from time to time be
assigned to the  Treasurer by these  By-Laws or by the Board of Directors or the
President.

                  SECTION 10.  Additional  Officers.  The Board of Directors may
from time to time elect such other officers (who may but need not be Directors),
including  a  Controller,   Assistant  Treasurers,   Assistant  Secretaries  and
Assistant  Controllers,  as the Board may deem advisable and such officers shall
have the usual powers and duties pertaining to their offices, together with such
other  powers  and  duties as may from time to time be  assigned  to them by the
Board of Directors or the President.


                                        8

<PAGE>



                  The Board of  Directors  may from  time to time by  resolution
delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or
duties  herein  assigned to the  Treasurer;  and may  similarly  delegate to any
Assistant Secretary or Assistant  Secretaries any of the powers or duties herein
assigned to the Secretary.

                  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 the Board shall require.

                  SECTION 12. Voting Upon Stocks.  Unless  otherwise  ordered by
the Board of Directors,  the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer or any Vice President shall have full
power and  authority  on behalf of the  Corporation  to attend and to act and to
vote,  or in the name of the  Corporation  to execute  proxies  to vote,  at any
meeting of  stockholders  of any  corporation in which the  Corporation may hold
stock,  and at any such meeting shall possess and may exercise,  in person or by
proxy,  any and all rights,  powers and privileges  incident to the ownership of
such stock. The Board of Directors may from time to time, by resolution,  confer
like powers upon any other person or persons.

                  SECTION 13.  Compensation  of  Officers.  The  officers of the
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.


                                    ARTICLE V

                    Indemnification of Directors and Officers

                  SECTION 1. Rights to Indemnification; Advancement of Expenses.
To the fullest extent  required or permitted by applicable  law, the Corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such  person is or was or has agreed to become a Director or officer of the
Corporation,  or is or was  serving or has agreed to serve at the request of the
Corporation as a Director or officer of another corporation,  partnership, joint
venture,  trust or other enterprise,  or by reason of any action alleged to have
been taken or omitted in such capacity,  and may indemnify any person who was or
is a  party  or is  threatened  to be made a party  to such an  action,  suit or
proceeding  by reason  of the fact that he is or was or has  agreed to become an
employee  or agent of the  Corporation,  or is or was  serving  or has agreed to
serve at the  request  of the  Corporation  as an  employee  or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by such person or on his or her
behalf in  connection  with  such  action,  suit or  proceeding  and any  appeal
therefrom,  if  such  person  acted  in good  faith  and in a  manner  he or she
reasonably believed to be in or not


                                        9

<PAGE>



opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful;  except that in the case of an action or suit by or in the
right  of  the  Corporation  to  procure  a  Judgment  in  its  favor  (l)  such
indemnification  shall  be  limited  to  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the Corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which the Delaware Court of Chancery or
such other court shall deem proper.

                  SECTION 2. Successful  Defense. To the extent that a Director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
1 of this Article V or in defense of any claim,  issue or matter  therein,  such
person  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection therewith.

                  SECTION 3. Determination  that  Indemnification is Proper. Any
indemnification  of a Director or officer,  employee or agent of the Corporation
under  Section 1 of this Article V (unless  ordered by a court) shall be made by
the  Corporation  unless a  determination  is made that  indemnification  of the
Director or officer is not proper in the circumstances because he or she has not
met the  applicable  standard  of  conduct  set  forth  in  Section  1. Any such
determination  shall be made (1) by the Board of Directors by a majority vote of
a quorum  consisting of Directors  who were not parties to such action,  suit or
proceeding, or (2) if such a quorum its not obtainable, or, even if obtainable a
quorum of disinterested  Directors so directs, by independent legal counsel in a
written opinion, or (3) by the vote of a majority of the stockholders present or
voting by proxy at an annual or special meeting of the stockholders.

                  SECTION 4. Advance  Payment of  Expenses.  Unless the Board of
Directors  otherwise  determines  in a specific  case,  expenses  incurred  by a
Director or officer in defending a civil or criminal action,  suit or proceeding
shall be paid by the  Corporation  in advance of the final  disposition  of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Director or officer to repay such amount if it shall  ultimately  be  determined
that  he or  she  is not  entitled  to be  indemnified  by  the  Corporation  as
authorized  in this Article V. Such  expenses  incurred by other  employees  and
agents may be so paid upon such terms and  conditions,  if any,  as the Board of
Directors  deems   appropriate.   The  Board  of  Directors  may  authorize  the
Corporation's  legal counsel to represent  such Director,  officer,  employee or
agent in any action,  suit or  proceeding,  whether or not the  Corporation is a
party to such action, suit or proceeding.

                  SECTION  5.  Survival:   Preservation  of  Other  Rights.  The
foregoing  indemnification  provisions  shall be deemed to be a contract between
the Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as


                                       10

<PAGE>



the relevant  provisions of the Delaware  General  Corporation Law are in effect
and any repeal or modification  thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously  existing or
any action,  suit, or proceeding  previously or thereafter brought or threatened
based in whole or in part upon any such state of facts.  Such a  contract  right
may not be modified retroactively without the consent of such Director, officer,
employee or agent.

        The  indemnification  provided  by this  Article  V shall  not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
statute, 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 shall 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  may enter into an agreement  with any of its  Directors,  officers,
employees or agents providing for  indemnification  and advancement of expenses,
including attorneys fees, that may change,  enhance,  qualify or limit any right
to indemnification or advancement of expenses created by this Article V.

                  SECTION  6.  Severability.  If this  Article V or any  portion
hereof  shall  be   invalidated   on  any  ground  by  any  court  of  competent
jurisdiction, then the Corporation shall nevertheless indemnify each Director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including  attorneys' fees),  judgment,  fines and amounts
paid in  settlement  with  respect to any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative,  including an action by or in
the right of the Corporation,  to the fullest extent permitted by any applicable
portion  of this  Article  V that  shall not have  been  invalidated  and to the
fullest extent permitted by applicable law.

                  SECTION   7.   Subrogation.   In  the  event  of   payment  of
indemnification  to a person  described  in  Section  1 of this  Article  V, the
Corporation  shall be  subrogated  to the extent of such payment to any right of
recovery  such  person may have and such  person,  as a condition  of  receiving
indemnification  from the  Corporation,  shall  execute all documents and do all
things that the  Corporation  may deem  necessary  or  desirable to perfect such
right of recovery, including the execution of such documents necessary to enable
the Corporation effectively to enforce any such recovery.

                  SECTION 8. No Duplication of Payments.  The Corporation  shall
not be liable  under this Article V to make any payment in  connection  with any
claim made  against a person  described  in  Section 1 of this  Article V to the
extent such person has otherwise  received payment (under any insurance  policy,
by-law or otherwise) of the amounts otherwise indemnifiable hereunder.


                                       11

<PAGE>


                                   ARTICLE VI

                                  Capital Stock

                  SECTION 1.  Certificates For Shares of Stock. The certificates
for shares of 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.  All  certificates  shall be signed by the Chairman of the Board, the
Chief Executive  Officer,  the President,  the Chief Financial Officer or a Vice
President and by the Secretary or an Assistant  Secretary or the Treasurer or an
Assistant Treasurer, and shall not be valid unless so signed.

                  In case any officer or officers who shall have signed any such
certificate  or  certificates  shall cease to be such officer or officers of the
Corporation,  whether  because of death,  resignation or otherwise,  before such
certificate or certificates  shall have been delivered by the Corporation,  such
certificate or certificates  may nevertheless be issued and delivered as through
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the corporation.

                  All  certificates  for shares of stock shall be  consecutively
numbered  as the same are  issued.  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 on the books of the corporation.

                  Except as hereinafter provided,  all certificates  surrendered
to the Corporation for transfer shall be canceled, and no new certificates shall
be issued  until  former  certificates  for the same  number of shares have been
surrendered and canceled.

                  SECTION 2. Lost, Stolen or Destroyed Certificates.  Whenever a
person owning a certificate for shares of stock of the Corporation  alleges that
it has been lost,  stolen or destroyed,  such person shall file in the office of
the  Corporation  an  affidavit  setting  forth,  to the  best of such  person's
knowledge and belief,  the time,  place and  circumstances of the loss, theft or
destruction,  and, if required by the Board of Directors, a bond of indemnity or
other  indemnification  sufficient  in the opinion of the Board of  Directors to
indemnify  the  Corporation  and its agents  against  any claim that may be made
against it or them on account of the alleged loss,  theft or  destruction of any
such  certificate or the issuance of a new certificate in replacement  therefor.
Thereupon  the  Corporation  may  cause  to  be  issued  to  such  person  a new
certificate in replacement for the certificate alleged to have been lost, stolen
or destroyed.  Upon the stub of every new  certificate  so issued shall be noted
the fact of such issue and the number, date and the name of the registered owner
of the  lost,  stolen  or  destroyed  certificate  in  lieu  of  which  the  new
certificate is issued.

                  SECTION  3.  Transfer  of  Shares.  Shares  of  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 the  number  of  shares  of stock to be
transferred, except as provided in Section 2 of this Article.


                                       12

<PAGE>



                  SECTION  4.  Dividends.  Subject  to  the  provisions  of  the
Certificate of Incorporation, the Board of Directors shall have power to declare
and pay dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

                  Subject to the provisions of the Certificate of Incorporation,
any  dividends  declared upon the stock of the  Corporation  shall be payable on
such date or dates as the Board of Directors shall determine.  If the date fixed
for the  payment of any  dividend  shall in any year fall upon a legal  holiday,
then the dividend payable on such date shall be paid on the next day not a legal
holiday.


                                   ARTICLE VII

                                     Notices

                  SECTION 1.  General.  Whenever,  under the  provisions  of the
statutes or of the Certificate of Incorporation  or of these By-Laws,  notice is
required to be given to any director or  stockholder,  it shall not be construed
to mean  personal  notice,  but such  notice may be given in  writing,  by mail,
addressed to such director or  stockholder,  at his or her address as it appears
on the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be  deposited in the
United  States  mail.  Notice  to  directors  may also be given by  telegram  or
telephone.

                  SECTION 2. Waiver. Whenever any notice whatever is required to
be given by law, by the Certificate of  Incorporation or by these By-Laws to any
person or persons, a waiver thereof in writing,  signed by the person or persons
entitled to the notice,  whether before or after the time stated therein,  shall
be deemed equivalent thereto.


                                  ARTICLE VIII

                            Miscellaneous Provisions.

                  SECTION 1. Checks,  Notes, Etc. All checks,  drafts,  bills of
exchange,  acceptances,  notes or other obligations or orders for the payment of
money  shall  be  signed  and,  if  so  required  by  the  Board  of  Directors,
countersigned  by such officers of the  Corporation  and/or other persons as the
Board of Directors from time to time shall designate.

                  Checks,  drafts,  bills  of  exchange,   acceptances,   notes,
obligations  and orders for the payment of money made payable to the Corporation
may be  endorsed  for  deposit  to the  credit  of the  Corporation  with a duly
authorized  depository by the Treasurer and/or such other officers or persons as
the Board of Directors from time to time may designate.


                                       13

<PAGE>



                  SECTION 2. Loans.  No loans and no renewals of any loans shall
be contracted on behalf of the Corporation  except as authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect loans and advances for the  Corporation  from any bank,  trust company or
other  institution or from any firm,  corporation  or  individual,  and for such
loans and  advances may make,  execute and deliver  promissory  notes,  bonds or
other evidences of indebtedness  of the  Corporation.  When authorized so to do,
any officer or agent of the Corporation may pledge,  hypothecate or transfer, as
security  for the  payment  of any and all  loans,  advances,  indebtedness  and
liabilities  of the  corporation,  any  and all  stocks,  securities  and  other
personal  property  at any  time  held by the  Corporation,  and to that end may
endorse,  assign and deliver the same. Such authority may be general or confined
to specific instances.

                  SECTION 3.  Contracts.  Except as otherwise  provided in these
By-Laws  or by law or as  otherwise  directed  by the  Board of  Directors,  the
Chairman of the Board,  the Chief Executive  Officer,  the President,  the Chief
Financial  Officer or any Vice  President  shall be  authorized  to execute  and
deliver,  in the name and on behalf of the corporation,  all agreements,  bonds,
contracts, deeds, mortgages, and other instruments, either for the Corporation's
own  account  or  in a  fiduciary  or  other  capacity,  and  the  seal  of  the
corporation, if appropriate, shall be affixed thereto by any of such officers or
the Secretary or an Assistant Secretary. The Board of Directors, the Chairman of
the  Board,  the  President  or any Vice  President  designated  by the Board of
Directors  may  authorize  any other  officer,  employee or agent to execute and
deliver,  in the name  and on  behalf  of the  Corporation,  agreements,  bonds,
contracts, deeds, mortgages, and other instruments, either for the Corporation's
own account or in a fiduciary or other capacity,  and, if appropriate,  to affix
the seal of the Corporation thereto. The grant of such authority by the Board or
any such officer may be general or confined to specific instances.

                  SECTION 4. Offices  Outside of  Delaware.  Except as otherwise
required  by the laws of the  State of  Delaware,  the  Corporation  may have an
office or offices and keep its books,  documents and papers outside of the State
of  Delaware at such place or places as from time to time may be  determined  by
the Board of Directors or the Chairman of the Board.

                  SECTION  5.  Corporate  Seal.  The  Board of  Directors  shall
provide a suitable  seal,  containing  the name of the  Corporation,  which seal
shall be kept in the custody of the  Secretary.  A duplicate  of the seal may be
kept and be used by any officer of the  Corporation  designated  by the Board of
Directors, the Chairman of the Board or the President.

                  SECTION 6. Fiscal  Year.  The fiscal  year of the  Corporation
shall  be such  fiscal  year as the  Board  of  Directors  from  time to time by
resolution shall determine.



                                       14

<PAGE>


                                   ARTICLE IX

                                   Amendments

                  These  By-Laws  and  any  amendment  thereof  may be  altered,
amended or repealed, or new By-Laws may be adopted, by the Board of Directors at
any regular or special meeting by the  affirmative  vote of a majority of all of
the members of the Board,  provided in the case of any special  meeting at which
all of the members of the Board are not present, that the notice of such meeting
shall have stated that the amendment of these By-Laws was one of the purposes of
the meeting; but these By-Laws and any amendment thereof may be altered, amended
or  repealed  or new  By-Laws may be adopted by the holders of a majority of the
total  outstanding  stock  of the  Corporation  entitled  to vote at any  annual
meeting or at any special meeting, provided, in the case of any special meeting,
that  notice of such  proposed  alteration,  amendment,  repeal or  adoption  is
included in the notice of the meeting.


                                       15

