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                                 AMENDED AND RESTATED

                                        BYLAWS

                                          OF

                                EARTHSHELL CORPORATION

                                a Delaware corporation

         ARTICLE I:  OFFICES

         SECTION 1.1  REGISTERED OFFICE.  The registered office of EarthShell
Corporation (the "Corporation") shall be at Corporate Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle, State of Delaware, and the
name of the registered agent in charge thereof shall be The Corporation Trust
Company.

         SECTION 1.2  PRINCIPAL OFFICE.  The principal office for the
transaction of the business of the Corporation shall be at such place as the
Board of Directors of the Corporation (the "Board") may determine.  The Board is
hereby granted full power and authority to change said principal office from one
location to another.

         SECTION 1.3  OTHER OFFICES.  The Corporation may also have an office
or offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.

         ARTICLE II:  MEETINGS OF STOCKHOLDERS

         SECTION 2.1  PLACE OF MEETINGS.  All annual meetings of stockholders
and all other meetings of stockholders shall be held either at the principal
office of the Corporation or at any other place within or without the State of
Delaware that may be designated by the Board pursuant to authority hereinafter
granted to the Board.

         SECTION 2.2  ANNUAL MEETINGS.  Annual meetings of stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time and place and on such date as the Board shall determine by resolution.

         SECTION 2.3  SPECIAL MEETINGS.  Special meetings of stockholders of
the Corporation for any purpose or purposes may only be called in accordance
with the provisions of the Certificate of Incorporation.

         SECTION 2.4  NOTICE OF MEETINGS.  Except as otherwise required by law,
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 days nor more than 60 days before the date of the meeting
to each stockholder of record entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to such stockholder personally, or by
depositing such notice in the U. S. mail, in a postage prepaid envelope,
directed to such stockholder at such stockholder's post office address furnished
by such stockholder to the Secretary of the Corporation for such purpose, or, if
such stockholder shall not have furnished an 


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address to the Secretary for such purpose, then at such stockholder's post
office address last known to the Secretary, or by transmitting a notice thereof
to such stockholder at such address by telegraph, cable, wireless or fax. 
Except as otherwise expressly required by law, no publication of any notice of a
meeting of stockholders shall be required.  Every notice of a meeting of
stockholders shall state the place, date and hour of the meeting and, in the
case of a special meeting, shall also state the purpose for which the meeting is
called.  Notice of any meeting of stockholders shall not be required to be given
to any stockholder to whom notice may be omitted pursuant to applicable Delaware
law or who shall have waived such notice, and such notice shall be deemed waived
by any stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such 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.  Except as otherwise expressly
required by law, notice of any adjourned meeting of stockholders need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken.

         SECTION 2.5  QUORUM.  Except as otherwise required by law, the holders
of record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of
stockholders of the Corporation or any adjournment thereof.  Subject to the
requirement of a larger percentage vote contained in the Certificate of
Incorporation, these Bylaws or by statute, the stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding any withdrawal of stockholders that may leave
less than a quorum remaining, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum. 
In the absence of a quorum at any meeting or any adjournment thereof, a majority
in voting interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the stockholders,
any officer entitled to preside at, or to act as secretary of, such meeting may
adjourn such meeting from time to time.  At any such adjourned meeting at which
a quorum is present, any business may be transacted that might have been
transacted at the meeting as originally called.

         SECTION 2.6  VOTING.

         (A)  Each stockholder shall, at each meeting of stockholders, be
    entitled to vote in person or by proxy each share of the stock of the
    Corporation that has voting rights on the matter in question and that
    shall have been held by such stockholder and registered in such
    stockholder's name on the books of the Corporation:

              (i)  on the date fixed pursuant to Section 6.5 of these
         Bylaws as the record date for the determination of stockholders
         entitled to notice of and to vote at such meeting; or

              (ii) if no such record date shall have been so fixed, then
         (a) at the close of business on the day next preceding the day
         upon which notice of the meeting shall be given or (b) if notice
         of the meeting shall be waived, at the close of business on the
         day next preceding the day upon which the meeting shall be held.

         (B)  Shares of its own stock belonging to the Corporation or to
    another corporation, if a majority of the shares entitled to vote in
    the election of directors in such other corporation is held, directly
    or indirectly, by the Corporation, shall 

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    neither be entitled to vote nor be counted for quorum purposes.  Persons
    holding stock of the Corporation in a fiduciary capacity shall be entitled
    to vote such stock.  Persons whose stock is pledged shall be entitled to
    vote, unless in the transfer by the pledgor on the books of the Corporation
    the pledgor shall have expressly empowered the pledgee to vote thereon, in
    which case only the pledgee, or the pledgee's proxy, may represent such
    stock and vote thereon.  Stock having voting power standing of record in
    the names of two or more persons, whether fiduciaries, members of a
    partnership, joint tenants, tenants in common, tenants by the entirety or
    otherwise, or with respect to which two or more persons have the same
    fiduciary relationship, shall be voted in accordance with the provisions of
    the Delaware General Corporation Law.

         (C)  Any such voting rights may be exercised by the stockholder
    entitled thereto in person or by such stockholder's proxy appointed by
    an instrument in writing, subscribed by such stockholder or by such
    stockholder's attorney thereunto authorized and delivered to the
    secretary of the meeting; provided, however, that no proxy shall be
    voted or acted upon after three years from its date unless said proxy
    shall provide for a longer period.  The attendance at any meeting of a
    stockholder who may theretofore have given a proxy shall not have the
    effect of revoking the same unless such stockholder shall in writing
    so notify the secretary of the meeting prior to the voting of the
    proxy.  At any meeting of stockholders, all matters, except as
    otherwise provided in the Certificate of Incorporation, in these
    Bylaws or by law, shall be decided by the vote of a majority in voting
    interest of the stockholders present in person or by proxy and
    entitled to vote thereat and thereon, a quorum being present.  The
    vote at any meeting of stockholders on any question need not be by
    ballot, unless so directed by the chairman of the meeting.  On a vote
    by ballot, each ballot shall be signed by the stockholder voting, or
    by such stockholder's proxy, if there be such proxy, and it shall
    state the number of shares voted.

         SECTION 2.7  JUDGES.  If at any meeting of stockholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote.  Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of such
judge's ability.  Such judges shall decide upon the qualification of the voters
and shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question.  Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation.  The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for or against a
proposal in which such officer shall have a material interest.

         SECTION 2.8  ADVANCE NOTICE OF STOCKHOLDER PROPOSALS AND STOCKHOLDER
NOMINATIONS.

         (A)  At any meeting of the stockholders, only such business shall
    be conducted as shall have been brought before the meeting (i) by or
    at the direction of the Board or (ii) by any stockholder of the
    Corporation who complies with the notice procedures set forth in this
    Section 2.8(A) and Section 2.8(B).  For business to be properly
    brought before any meeting of the stockholders by a stockholder, the
    stockholder must have given notice thereof in writing to the Secretary
    of the Corporation not less than 90 days in advance of such meeting
    or, if later, the tenth 

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    day following the first public announcement of the date of such meeting,
    and such business must be a proper matter for stockholder action under the
    General Corporation Law of the State of Delaware.  A stockholder's notice
    to the Secretary shall set forth as to each matter the stockholder proposes
    to bring before the meeting (1) a brief description of the business desired
    to be brought before the meeting and the reasons for conducting such
    business at the meeting, (2) the name and address, as they appear on the
    Corporation's books, of the stockholder proposing such business, (3) the
    class and number of shares of the Corporation that are beneficially owned
    by the stockholder, and (4) any material interest of the stockholder in
    such business.  In addition, the stockholder making such proposal shall
    promptly provide any other information reasonably requested by the
    Corporation.  Notwithstanding anything in these Bylaws to the contrary, no
    business shall be conducted at any meeting of the stockholders except in
    accordance with the procedures set forth in this Section 2.8.  The chairman
    of any such meeting shall have the power and the duty to determine whether
    any business proposed to be brought before the meeting has been made in
    accordance with the procedure set forth in these Bylaws and shall direct
    that any business not properly brought before the meeting shall not be
    considered.

         (B)  Nominations for the election of directors may be made by the
    Board or by any stockholder entitled to vote in the election of
    directors; provided, however, that a stockholder may nominate a person
    for election as a director at a meeting only if written notice of such
    stockholder's intent to make such nomination has been given to the
    Secretary of the Corporation not later than 90 days in advance of such
    meeting or, if later, the tenth day following the first public
    announcement of the date of such meeting.  Each such notice shall set
    forth:  (i) the name and address of the stockholder who intends to
    make the nomination and of the person or persons to be nominated;
    (ii) a representation that the stockholder is a holder of record of
    stock of the Corporation entitled to vote at such meeting and intends
    to appear in person or by proxy at the meeting and nominate the person
    or persons specified in the notice; (iii) a description of all
    arrangements or understandings between the stockholder and each
    nominee and any other person or persons (naming such person or
    persons) pursuant to which the nomination or nominations are to be
    made by the stockholder; (iv) such other information regarding each
    nominee proposed by such stockholder as would be required to be
    included in a proxy statement filed pursuant to the proxy rules of the
    United States Securities and Exchange Commission had the nominee been
    nominated, or intended to be nominated, by the Board; and (v) the
    consent of each nominee to serve as a director of the Corporation if
    so elected.  In addition, the stockholder making such nomination shall
    promptly provide any other information reasonably requested by the
    Corporation.  Notwithstanding the foregoing provisions of this
    Section 2.8(B), in the event that the number of directors to be
    elected to the Board is increased and there is no public announcement
    naming either all of the nominees for director or specifying the size
    of the increased Board made by the Corporation at least 100 days in
    advance of such meeting, a stockholders notice required by this
    Section 2.8(B) shall be considered timely, but only with respect to
    nominees for any new positions created by such increase, if it shall
    be delivered to the Secretary of the Corporation not later than the
    tenth day following the day on which such public announcement is first
    made by the Corporation.  No person shall be eligible for election as
    a director of the Corporation unless nominated in accordance with the
    procedures set forth in this Section 2.8(B).  The chairman of any
    meeting of stockholders shall have the power and the duty to determine
    whether a nomination has been made in accordance with 

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    the procedure set forth in this Section 2.8(B) and shall direct that any
    nomination not made in accordance with these procedures be disregarded.

         SECTION 2.9  RECORD DATE FOR STOCKHOLDER ACTION BY WRITTEN CONSENT. 
In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board, and which date shall not be more
than 10 days after the date upon which the resolution fixing the record date is
adopted by the Board.  Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the Board to fix a record date.  The
Board shall promptly, but in all events within 10 days after the date upon which
such request is received, adopt a resolution fixing the record date.  If no
record date has been fixed by the Board within 10 days of the date upon which
such request is received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the Board is required by applicable 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, addressed to the attention of the Secretary. 
Delivery shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board and prior action by
the Board is required by applicable 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 adopts
the resolution taking such prior action.

         ARTICLE III:  BOARD OF DIRECTORS

         SECTION 3.1  GENERAL POWERS.  Subject to any requirements in the
Certificate of Incorporation, these Bylaws, and of the Delaware General
Corporation Law as to action which must be authorized or approved by the
stockholders, any and all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be under the
direction of, the Board to the fullest extent permitted by law.  Without
limiting the generality of the foregoing, it is hereby expressly declared that
the Board shall have the following powers, to wit:

         (A)  to select and remove all the officers, agents and employees
    of the Corporation, prescribe such powers and duties for them as may
    not be inconsistent with law, the Certificate of Incorporation or
    these Bylaws, fix their compensation, and require from them security
    for faithful service;

         (B)  to conduct, manage and control the affairs and business of
    the Corporation, and to make such rules and regulations therefor not
    inconsistent with law, the Certificate of Incorporation or these
    Bylaws, as it may deem best;

         (C)  to change the location of the registered office of the
    Corporation in Section 1.1 hereof; to change the principal office and
    the principal office for the transaction of the business of the
    Corporation from one location to another as provided in Section 1.2
    hereof; to fix and locate from time to time one or more subsidiary
    offices of the Corporation within or without the State of Delaware as
    provided in Section 1.3 hereof; to designate any place within or
    without the State of Delaware for the holding of any meeting or
    meetings of stockholders; and to adopt, make and use a corporate seal,
    and to prescribe the forms of certificates of 

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    stock, and to alter the form of such seal and of such certificates from
    time to time, and in its judgment as it may deem best, provided such seal
    and such certificate shall at all times comply with the provisions of law;

         (D)  to authorize the issue of shares of stock of the Corporation
    from time to time, upon such terms and for such considerations as may
    be lawful;

         (E)  to borrow money and incur indebtedness for the purposes of
    the Corporation, and to cause to be executed and delivered therefor,
    in the corporate name, promissory notes, bonds, debentures, deeds of
    trust and securities therefor; and

         (F)  by resolution adopted by a majority of the authorized number
    of directors, to designate an executive and other committees of the
    Board, each consisting of one or more directors, to serve at the
    pleasure of the Board, and to prescribe the manner in which
    proceedings of such committee or committees shall be conducted.

         SECTION 3.2  NUMBER AND TERM OF OFFICE.  The authorized number of
directors of the Corporation shall be not less than 5 nor more than 11 until
this Section 3.2 is amended by a resolution duly adopted by the Board or by the
stockholders of the Corporation, in either case in accordance with the
provisions of Section 8.3 hereof.  The exact number of directors shall be fixed
from time to time, within the limits specified, by resolution of the Board or
the stockholders, provided that the votes cast in favor of such resolution would
be sufficient to amend this Section 3.2 in accordance with the provisions of
Article III of the Certificate of Incorporation.  Directors need not be
stockholders.  Each of the directors of the Corporation shall hold office until
such director's successor shall have been duly elected and shall qualify or
until such director shall resign or shall have been removed in the manner
provided in these Bylaws.

         SECTION 3.3  ELECTION OF DIRECTORS.  The directors shall be elected by
the stockholders of the Corporation, and at each election, the persons receiving
the greater number of votes, up to the number of directors then to be elected,
shall be the persons then elected.  The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provision granting the holders of preferred stock the right to
elect directors.

         SECTION 3.4  RESIGNATIONS.  Any director of the Corporation may resign
at any time by giving written notice to the Board or to the Secretary of the
Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         SECTION 3.5  VACANCIES.  Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors, or
any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum, or by a sole remaining director;
provided, however, that whenever the holders of any class or series of shares
are entitled to elect one or more directors, any vacancy or newly created
directorship of such class or series may be filled by a majority of the
directors elected by such class or series then in office, or by a sole remaining
director so elected.  Each director so chosen to fill a vacancy shall hold
office until such director's successor shall have been elected and shall qualify
or until such director shall resign or shall have been removed.  No reduction of
the authorized number of directors shall have the effect of removing any
director prior to the expiration of such director's term of office.

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         SECTION 3.6  PLACE OF MEETING.  The Board or any committee thereof may
hold any of its meetings at such place or places within or without the State of
Delaware as the Board or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting.  Directors may
participate in any regular or special meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board or such
committee can hear each other, and such participation shall constitute presence
in person at such meeting.

         SECTION 3.7  REGULAR MEETINGS.  Regular meetings of the Board may be 
held at such times as the Board shall from time to time by resolution 
determine. If any day fixed for a regular meeting shall be a legal holiday at 
the place where the meeting is to be held, then the meeting shall be held at 
the same hour and place on the next succeeding business day not a legal 
holiday.  Except as provided by law, notice of regular meetings need not be 
given.

         SECTION 3.8  SPECIAL MEETINGS.  Special meetings of the Board for any
purpose or purposes shall be called at any time by the Chairman of the Board or,
if the Chairman of the Board is absent or unable or refuses to act, by the Chief
Executive Officer or the President.  Except as otherwise provided by law or by
these Bylaws, written notice of the time and place of special meetings shall be
delivered personally or by fax to each director, or sent to each director by
mail or by other form of written communication, charges prepaid, addressed to
such director at such director's address as it is shown upon the records of the
Corporation, or, if it is not so shown on such records and is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held.  In case such notice is mailed or telegraphed, it shall be deposited in
the U.S. mail or delivered to the telegraph company in the County in which the
principal office for the transaction of the business of the Corporation is
located at least 48 hours prior to the time of the holding of the meeting.  In
case such notice is delivered personally or by fax as above provided, it shall
be delivered at least 24 hours prior to the time of the holding of the meeting. 
Such mailing, telegraphing, delivery or faxing as above provided shall be due,
legal and personal notice to such director.  Except where otherwise required by
law or by these Bylaws, notice of the purpose of a special meeting need not be
given.  Notice of any meeting of the Board shall not be required to be given to
any director who is present at such meeting, except a director who shall attend
such 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.

         SECTION 3.9  QUORUM AND MANNER OF ACTING.  Except as otherwise
provided in these Bylaws, the Certificate of Incorporation or by applicable law,
the presence of a majority of the authorized number of directors shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors present. 
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, provided any action taken
is approved by at least a majority of the required quorum for such meeting. In
the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present.  Notice of
any adjourned meeting need not be given.  The directors shall act only as a
Board, and the individual directors shall have no power as such.

         SECTION 3.10  ACTION BY CONSENT.  Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if consent in writing is given thereto by all members of the
Board or of such committee, as the case may be, and such consent is filed with
the minutes of proceedings of the Board or of such committee.

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         SECTION 3.11  COMPENSATION.  Directors, whether or not employees of
the Corporation or any of its subsidiaries, may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board, and, in
addition, a fixed fee, with or without expenses of attendance, may be allowed by
resolution of the Board for attendance at each meeting, including each meeting
of a committee of the Board.  Such fees may be in the form of cash or other
lawful consideration, including, without limitation, stock grants and stock
options.  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.

         SECTION 3.12  COMMITTEES.  The Board 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.  Any such committee,
to the extent provided in the resolution of the Board and subject to any
restrictions or limitations on the delegation of power and authority imposed by
applicable law, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it.  Any such committee shall keep written minutes of its meetings and
report the same to the Board at the next regular meeting of the Board.  Unless
the Board or these Bylaws shall otherwise prescribe the manner of proceedings of
any such committee, meetings of such committee may be regularly scheduled in
advance and may be called at any time by the chairman of the committee or by any
two members thereof; otherwise, the provisions of these Bylaws with respect to
notice and conduct of meetings of the Board shall govern.

         ARTICLE IV:    OFFICERS

         SECTION 4.1  OFFICERS.  The officers of the Corporation shall be a
Chief Executive Officer, a President, a Chief Operating Officer, a Chief
Financial Officer, one or more Vice Presidents (the number thereof and their
respective titles to be determined by the Board), a Secretary, and such other
officers as may be appointed at the discretion of the Board in accordance with
the provisions of Section 4.3 hereof.

         SECTION 4.2  ELECTION.  The officers of the Corporation, except such
officers as may be appointed or elected in accordance with the provisions of
Sections 4.3 or 4.5 hereof, shall be chosen annually by the Board at the first
meeting thereof, and each officer shall hold office until such officer shall
resign or shall be removed or otherwise disqualified to serve, or until such
officer's successor shall be elected and qualified.

         SECTION 4.3  OTHER OFFICERS.  In addition to the officers chosen
annually by the Board at its first meeting, the Board also may appoint or elect
such other officers as the business of the Corporation may require, each of whom
shall have such authority and perform such duties as are provided in these
Bylaws or as the Board may from time to time specify, and shall hold office
until such officer shall resign or shall be removed or otherwise disqualified to
serve, or until such officer's successor shall be elected and qualified.

         SECTION 4.4  REMOVAL AND RESIGNATION.  Any officer may be removed,
either with or without cause, by resolution of the Board passed by a majority of
the directors at the time in office, at any regular or special meeting of the
Board, or except in case of an officer chosen by the Board, by any officer upon
whom such power of removal may be conferred by the Board.

         SECTION 4.5  VACANCIES.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these Bylaws for regular appointments to such office.

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         SECTION 4.6    CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall, subject to the control of the Board, have general supervision, direction
and control of the business and affairs of the Corporation and shall have such
other powers and duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned to the Chief
Executive Officer by the Board or as may be prescribed by these Bylaws.

         SECTION 4.7    PRESIDENT.  The President shall have such powers and
duties with respect to the administration of the business and affairs of the
Corporation as may from time to time be assigned to the President by the Board
or the Chief Executive Officer or as may be prescribed by these Bylaws.

         SECTION 4.8    CHIEF OPERATING OFFICER.  The Chief Operating Officer
shall be the chief operating officer of the Corporation and shall have such
other powers and duties with respect to the administration of the business and
affairs of the Corporation as may from time to time be assigned to the Chief
Operating Officer by the Board or the Chief Executive Officer or President or as
may be prescribed by these Bylaws.

         SECTION 4.9    CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall have the general responsibility for maintaining the financial records of
the Corporation and such other powers and duties with respect to the
administration of the business and affairs of the Corporation as may from time
to time be assigned to the Chief Financial Officer by the Board or the Chief
Executive Officer or as may be prescribed by these Bylaws.

         SECTION 4.10  VICE PRESIDENT.  Each Vice President shall have such
powers and perform such duties with respect to the administration of the
business and affairs of the Corporation as may from time to time be assigned to
such Vice President by the Board or the Chief Executive Officer or as may be
prescribed by these Bylaws.  In the absence or disability of the Chairman of the
Board, the Chief Executive Officer, the President and the Chief Operating
Officer, the Vice Presidents in order of their rank as fixed by the Board, or if
not ranked, the Vice President designated by the Board, shall perform all of the
duties of the Chairman of the Board, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the Chairman of the
Board.

         SECTION 4.11  SECRETARY.  

         (A)  The Secretary shall keep, or cause to be kept, at the
    principal office of the Corporation, or such other place as the Board
    may order, a book of minutes of all meetings of directors and
    stockholders, with the time and place of holding, whether regular or
    special, and if special, how authorized and the notice thereof given,
    the names of those present at meetings of directors, the number of
    shares present or represented at meetings of stockholders, and the
    proceedings thereof.

         (B)  The Secretary shall keep, or cause to be kept, at the
    principal office of the Corporation's transfer agent, a share
    register, or a duplicate share register, showing the name of each
    stockholder, the number of shares of each class held by such
    stockholder, the number and date of certificates issued for such
    shares, and the number and date of cancellation of every certificate
    surrendered for cancellation.

         (B)  The Secretary shall give, or cause to be given, notice of
    all meetings of stockholders and of the Board required by these Bylaws
    or by law to be given, and shall keep the seal of the Corporation in
    safe custody and shall affix and attest the seal to all documents to
    be executed on behalf of the Corporation under its 

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    seal, and shall have such other powers and perform such other duties as may
    be prescribed by these Bylaws or assigned by the Board, the Chairman of the
    Board or any officer of the Corporation to whom the Secretary may report. 
    If for any reason the Secretary shall fail to give notice of any special
    meeting of the Board called by one or more of the persons identified in
    Section 3.8 hereof, then any such person or persons may give notice of any
    such special meeting.

         ARTICLE V:     CONTRACTS, CHECKS, DRAFTS, 
                        BANK ACCOUNTS, ETC.

         SECTION 5.1  EXECUTION OF CONTRACTS.  The Board, except as in these
Bylaws otherwise provided, may authorize any officer or officers, or agent or
agents, to enter into any contract or execute any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, 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 in any amount.

         SECTION 5.2  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board.  Each such officer, assistant, agent or attorney
shall give such bond, if any, as the Board may require.

         SECTION 5.3  DEPOSITS.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President and Chief Operating Officer, the Chief Financial Officer, any Vice
President and the Secretary (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

         SECTION 5.4  GENERAL AND SPECIAL BANK ACCOUNTS.  The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board.  The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

         ARTICLE VI:  SHARES AND THEIR TRANSFER

         SECTION 6.1  CERTIFICATES FOR STOCK.  Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class or
series of shares of the stock of the Corporation owned by such owner.  The
certificates representing shares of such stock shall be numbered in the order in
which they shall be issued and shall be signed in the name of the Corporation by
the Chairman of the Board, the President or any Vice President, and by the
Secretary, any Assistant 

                                          10
<PAGE>

Secretary or the Treasurer.  Any or all of the signatures on the certificates
may be a facsimile.  In case any officer, transfer agent or registrar who has
signed, or whose facsimile signature has been placed upon, any such certificate,
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed such
certificate, or whose facsimile signature shall have been placed thereupon, were
such officer, transfer agent or registrar at the date of issue.  A record shall
be kept of the respective names of the persons, firms or corporations owning the
stock represented by such certificates, the number and class or series of shares
represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation. 
Every certificate surrendered to the Corporation for exchange or transfer shall
be cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 6.4 hereof.

         SECTION 6.2  TRANSFERS OF STOCK.  Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by such holder's attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.3 hereof, and upon surrender
of the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon.  The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.  Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

         SECTION 6.3  REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation.  It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

         SECTION 6.4  LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES.  In
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

         SECTION 6.5  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. 
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action other than to consent to corporate action in writing without a meeting,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any such other action.  If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders the Board shall not fix such a record date, then the record date
for determining stockholders for such purpose shall be the close of business on
the day on which the Board shall adopt the resolution relating thereto.  A
determination of stockholders entitled to 

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<PAGE>

notice of or to vote at a meeting of stockholders shall apply to any adjournment
of such meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

         ARTICLE VII:  INDEMNIFICATION

         SECTION 7.1  SCOPE OF INDEMNIFICATION.  The Corporation shall
indemnify, in the manner and to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereinafter be amended (the
"Delaware Law"), and by the Certificate of Incorporation, any person (or the
estate of any person) who is or was a party, or is threatened to be made a party
to, any threatened, pending or completed action, suit or proceeding, whether or
not by or in the right of the Corporation, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or manager of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise.  The Corporation may, to the fullest extent permitted by the
Delaware Law, purchase and maintain insurance on behalf of any such person
against any liability which may be asserted against such person.  The
Corporation may create a trust fund, grant a security interest or use other
means (including without limitation a letter of credit) to ensure the payment of
such sums as may become necessary to effect the indemnification as provided
herein.  The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person, including any employee
or agent, to the fullest extent permitted by the Delaware Law, nor shall it be
deemed exclusive of any other rights to which any person seeking indemnification
from the Corporation may be entitled under any agreement, vote of stockholders
or disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

         SECTION 7.2  INDEMNIFICATION AGREEMENTS.  The Corporation may enter
into indemnification agreements with any one or more directors, officers,
employees and agents upon resolution duly adopted by the Board.  Such agreements
may indemnify such persons to the fullest extent permitted by the Delaware Law,
the Certificate of Incorporation and this Article VII.

         ARTICLE VIII:  MISCELLANEOUS

         SECTION 8.1  SEAL.  The Board shall adopt a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words showing that the Corporation was incorporated in the State of Delaware.

         SECTION 8.2  WAIVER OF NOTICES.  Whenever notice is required to be
given by these Bylaws or the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

         SECTION 8.3  AMENDMENTS.  Except as otherwise provided herein or in
the Certificate of Incorporation, these Bylaws or any of them may be altered,
amended, repealed or rescinded and new Bylaws may be adopted by the Board or by
the stockholders at any annual or special meeting of stockholders, provided that
notice of such proposed alteration, amendment, repeal, rescission or adoption is
given in the notice of such meeting.

         SECTION 8.4  REPRESENTATION OF OTHER CORPORATIONS.  The Chairman of
the Board, Vice Chairman of the Board, Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer or the Secretary or any Vice
President of the Corporation is authorized to vote, represent and exercise on
behalf of the Corporation all rights incident to any and all shares 

                                          12
<PAGE>

or ownership interests of any other corporation or corporations, partnership or
limited liability company standing in the name of the Corporation.  The
authority herein granted to said officers to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
person authorized so to do by proxy or power of attorney duly executed by such
officers.
         
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