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                             I.C. ISAACS & COMPANY, INC.
                             AMENDED AND RESTATED BY-LAWS

                                      ARTICLE I

                                       OFFICES
    Section 1.1    REGISTERED OFFICE.  The registered office shall be at the
office of Corporation Service Company in the City of Wilmington, County of New
Castle, State of Delaware, and the resident agent of the Corporation shall be
Corporation Service Company.

    Section 1.2    OTHER OFFICES.  The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

    Section 2.1    TIME AND PLACE OF MEETINGS.  All meetings of the
stockholders shall be held at such time and place, within or without the State
of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

    Section 2.2    ANNUAL MEETING.  A meeting of stockholders shall be held in
each year for the election of directors at such time and place as the Board of
Directors shall determine.  Any other proper business, notice of which was given
in the notice of the meeting or in a duly executed waiver of notice thereof, may
be transacted at the annual meeting.  Elections of directors shall be by written
ballot, unless otherwise provided in the Certificate of Incorporation.

    Section 2.3    NOTICE OF ANNUAL MEETINGS.  Unless otherwise provided by
law, written notice of the annual meeting of stockholders, stating the time,
place and date thereof shall be given to each stockholder entitled to vote
thereat not less than ten nor more than sixty days before the date of the
meeting.

    Section 2.4    LIST OF STOCKHOLDERS.  The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every election of directors, a complete list of the stockholders entitled to
vote at said election, arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the election, either at a place within the city,
town or village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place where
said meeting is to be held, and the list shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.

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    Section 2.5    SPECIAL MEETINGS.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
Chief Executive Officer or the President.  Business transacted at any special
meeting of stockholders shall be limited to the purpose or purposes stated in
the notice.

    Section 2.6    NOTICE OF SPECIAL MEETINGS.  Unless otherwise provided by
law, written notice of a special meeting of stockholders, stating the time,
place, date and purpose or purposes thereof, shall be given to each stockholder
entitled to vote thereat, not less than ten nor more than sixty days before the
date fixed for the meeting.

    Section 2.7    QUORUM.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting except as provided in Section 4.2, until a quorum shall be present
or represented.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

    Section 2.8    ORGANIZATION.  The Chairman of the Board or, in the absence
of the Chairman of the Board, the Chief Executive Officer or, in the absence of
the Chief Executive Officer, the President or, in the absence of the President,
any Executive Vice President, shall preside at meetings of the stockholders. 
The Secretary of the Corporation shall act as Secretary, but in the absence of
the Secretary the presiding officer shall appoint a Secretary.

    Section 2.9    STOCKHOLDER NOMINATIONS AND PROPOSALS.  (a)  No proposal for
a stockholder vote (a "Stockholder Proposal") shall be submitted to the
stockholders of the Corporation unless the stockholder submitting such proposal
(the "Proponent") shall have filed a written notice setting forth with
particularity (i) the names and business addresses of the Proponent and all
Persons (as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act")) acting in concert with the
Proponent; (ii) the names and addresses of the Proponent and the Persons
identified in clause (i), as they appear on the Corporation's books (if they so
appear); (iii) the class and number of shares of the Corporation beneficially
owned by the Proponent and the Persons identified in clause (i); (iv) a
description of the Stockholder Proposal containing all information material
thereto; (v) a description of all arrangements or understandings between the
Proponent and any other Persons (including the names of such other Persons) in
connection with the Stockholder Proposal and any material interest of the
Proponent or such Persons in such Stockholder Proposal and (vi) such other
information as the Board of Directors reasonably determines is necessary or
appropriate to enable the Board of Directors and stockholders to consider the
Stockholder Proposal.  Upon receipt of the Stockholder Proposal and prior to the
stockholders' meeting at which such

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Stockholder Proposal will be considered, if the Board of Directors or a
designated committee or the officer who will preside at the meeting of the
stockholders determines that the information provided in a Stockholder Proposal
does not satisfy the requirements of this Section 2.9 or is otherwise not in
accordance with applicable law, the Secretary of the Corporation shall promptly
notify the Proponent of the deficiency in the notice.  Such Proponent shall have
the opportunity to cure the deficiency by providing additional information to
the Secretary within the period of time, not to exceed five days from the date
such deficiency notice is given to the Proponent, determined by the Board of
Directors, such committee or such officer.  If the deficiency is not cured
within such period, or if the Board of Directors, such committee or such officer
determines that the additional information provided by the Proponent, together
with the information previously provided, does not satisfy the requirements of
this Section 2.9 or is otherwise not in accordance with applicable law, then
such Stockholder Proposal shall not be presented for action at the stockholders'
meeting in question. 

    (b)  Only persons who are selected and recommended by the Board of
Directors or the nominating committee thereof, or who are nominated by the
stockholders in accordance with the procedures set forth in this Section 2.9,
shall be eligible for election or qualified to serve as directors.  Nominations
of individuals for election to the Board of Directors at any annual meeting or
special meeting of the stockholders at which directors are to be elected may be
made by any stockholder of the Corporation entitled to vote for the election of
directors at that meeting by compliance with the procedures set forth in this
Section 2.9 except as may be otherwise provided in the Certificate of
Incorporation with respect to the right of holders of Preferred Stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances.  Nominations by stockholders shall be made by written notice (a
"Nomination Notice"), which shall set forth (i) as to each individual nominated
(A) the name, date of birth, business address and residence address of such
nominee; (B) the business experience during the past five years of such nominee,
including his or her principal occupations or employment during such period, the
name and principal business of any Corporation or other organization in which
such occupations and employment were carried on, and such other information as
to the nature of his or her responsibilities and the level of professional
competence as may be sufficient to permit assessment of his or her prior
business experience; (C) whether the nominee is or has ever been at any time a
director, officer or owner of 5% or more of any class of capital stock,
partnership interests or other equity interest of any Corporation, partnership
or other entity; (D) any directorships held by such nominee in any company with
a class of securities registered pursuant to section 12 of the Exchange Act or
subject to the requirements of section 15(d) of the Exchange Act or any company
registered as an investment company under the Investment Company Act of 1940, as
amended; (E) whether, in the last five years, such nominee has been convicted in
a criminal proceeding or has been subject to a judgment, order, finding or
decree of any federal, state or other governmental entity, concerning any
violation of federal, state, or other law, or any proceeding in bankruptcy,
which conviction, judgment, order, finding, decree or proceeding may be material
to the evaluation of the ability or integrity of the nominee; and (F) any other
information relating to the nominee that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of 

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directors pursuant to section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder; and (ii) as to the person submitting the
Nomination Notice and any Person acting in concert with such Person, (w) the
name and business address of such person and Persons, (x) the name and business
address of such person and Persons as they appear on the books of the
Corporation (if they so appear); (y) the class and number of shares of the
Corporation which are beneficially owned by such person and Persons, and (z) any
other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
section 14 of the Exchange Act and the rules and regulations promulgated
thereunder.  A written consent to being named in a proxy statement as a nominee,
and to serve as a director if elected, signed by the nominee, shall be filed
with any Nomination Notice.  If the presiding officer at any stockholders'
meeting determines that a nomination was not made in accordance with the
procedures prescribed by these By-laws, he shall so declare to the meeting and
the defective nomination shall be disregarded.

    (c)  Nomination Notices and Stockholder Proposals must be delivered to the
Secretary at the principal executive office of the Corporation or mailed and
received at the principal executive offices of the Corporation (a) in the case
of any annual meeting, not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that (i) in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, or (ii)
in the case of the annual meeting of stockholders held during the 1998 fiscal
year of the Corporation, notice by the stockholder in order to be timely must be
so received not later than the close of business on the tenth day following the
day on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs;
and (b) in the case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs.

    Section 2.10   ACTION BY STOCKHOLDERS.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of these By-laws, applicable law, or of the Certificate of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

    Section 2.11   VOTING; PROXIES.  Each stockholder shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three years from its date, unless the proxy provides for
a longer period, and, except where the transfer books of the Corporation have
been closed or a date has been fixed as a record date for the determination of
its stockholders entitled to vote, no share of stock which has been transferred
on 

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the books of the Corporation within twenty days preceding an election of
directors shall be voted on at such election of directors.

    Section 2.12   WRITTEN ACTION.  Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.


                                     ARTICLE III
                                  BOARD OF DIRECTORS

    Section 3.1    NUMBER AND QUALIFICATIONS.  The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.  Subject to the rights, if any, of holders of Preferred Stock of the
Corporation, the number of, retirement age of, and other restrictions and
qualifications for directors constituting the Board of Directors shall be as
authorized from time to time exclusively by a majority vote of the members of
the Board of Directors then in office, provided that no amendment to the By-laws
decreasing the number of directors shall have the effect of shortening the term
of any incumbent director and provided that the number of directors shall not be
increased by fifty percent (50%) or more in any twelve-month period without the
approval by at least 66 2/3% of the members of the Board of Directors then in
office.  Except as provided in Section 3.2 of this Article, directors shall be
elected by a plurality of the votes cast at meetings of stockholders, and each
director so elected shall hold office until his successor is elected and
qualified or until his earlier death, removal or resignation.  None of the
directors need be stockholders of the Corporation.

    Section 3.2    VACANCIES AND NEW DIRECTORSHIPS.  Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director.  Any director elected to
fill a vacancy shall hold office for a term that shall coincide with the term of
the class to which such director shall have been elected.

    Section 3.3    POWERS.  The business of the Corporation shall be managed by
its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

                          MEETINGS OF THE BOARD OF DIRECTORS

    Section 3.4    PLACE OF MEETINGS.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
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    Section 3.5    NOTICE OF REGULAR MEETINGS.  Regular meetings of the Board
of Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.

    Section 3.6    NOTICE OF SPECIAL MEETINGS.  Special meetings of the Board
may be called by the Chairman of the Board, the Chief Executive Officer, the
President or the Secretary on two days notice to each director, either
personally or by mail, telephone or telegram; special meetings shall be called
in like manner and on like notice on the written request of at least two
directors.

    Section 3.7    QUORUM; VOTING.  At all meetings of the Board, a majority of
directors shall constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by applicable law, the Certificate of Incorporation or
these By-laws.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

    Section 3.8    WRITTEN ACTION.  Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if all
members of the Board or of such committee, as they case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

    Section 3.9    COMMITTEES.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate such committees as the Board
of Directors deems appropriate, each committee to consist of one or more of the
directors of the Corporation.  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, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers 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 the By-laws of the Corporation; unless the resolution
expressly so provides, no such committee shall have the power or authority to
declare a dividend, authorize the issuance of stock or adopt a certificate of
ownership pursuant to Section 253 of the General Corporation Law of the State of
Delaware.
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    Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
section shall constitute a quorum at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee.  Any such committee shall prescribe its own rules
for calling and holding meetings and its method of procedure, subject to any
rules prescribed by the Board of Directors, and shall keep a written record of
all action taken by it and report the same to the Board of Directors when
required.

    Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when requested by the Board of Directors.

    Section 3.11   COMPENSATION COMMITTEE.  The Board of Directors shall by
resolution passed by a majority of the whole Board, designate a Compensation
Committee, to which the Board shall delegate the authority to fix the
compensation of the directors.

    Section 3.12   AUDIT COMMITTEE.  The Board of Directors shall, by
resolution passed by a majority of the whole Board, designate an Audit
Committee, which shall have duty to recommend to the Board of Directors the
accounting firm to be selected by the Board, or to be recommended by it for
stockholder approval, as independent auditor of the Corporation and to act on
behalf of the Board in meeting and reviewing with the independent auditors, the
chief internal auditor and the appropriate corporate officers, matters relating
to corporate financial reporting and accounting procedures and policies,
adequacy of financial, accounting and operating controls and the scope of the
respective audits of the independent auditors and the internal auditor.  The
committee shall review the results of such audits with the respective auditing
agency and shall promptly report to the Board of Directors.  The committee shall
additionally submit to the Board of Directors any recommendations it may have
from time to time with respect to financial reporting and accounting practices
and policies and financial, accounting, and operation controls and safeguards.

    Section 3.13   PARTICIPATION IN MEETING BY TELEPHONE.  Members of the Board
of Directors or any committee designated by such Board may participate in a
meeting of the Board or of a committee of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.

                                      ARTICLE IV
                                       NOTICES

    Section 4.1    GENERALLY.  Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the Corporation.  Notice by mail
shall be deemed to be given at the time when the same shall be mailed.  Notice
to directors may also be given by telegram or telephone.

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    Section 4.2    ADJOURNMENTS.  Whenever a meeting of stockholders, annual or
special, is adjourned to another date, time or place, notice need not be given
of the adjourned meeting if the date, time and place thereof are announced at
the meeting at which the adjournment is taken.  If the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote thereat.  At the adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.

    Section 4.3    WAIVER.  Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or by
these By-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular, or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
                                           
                                      ARTICLE V
                                       OFFICERS

    Section 5.1    GENERALLY.  The officers of the Corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board, Chief Executive
Officer, President, a Chief Operating Officer, a Chief Financial Officer, a
Secretary and a Treasurer.  The Board of Directors may also choose one or more
Vice-Presidents (which may include Senior Vice-Presidents and Executive
Vice-Presidents), one or more Assistant Secretaries and Assistant Treasurers and
such other officers or agents as the Board of Directors may from time to time
deem necessary or advisable in the conduct of the business and affairs of the
Corporation.  Any number of offices may be held by the same person and any
office may be shared by more than one person unless the Certificate of
Incorporation or these By-laws otherwise provide.

    Section 5.2    COMPENSATION.  The compensation of all officers and agents
of the Corporation who are also directors of the Corporation shall be fixed by
the Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.

    Section 5.3    SUCCESSION.  The officers of the Corporation shall hold
office until their successors are chosen and qualified.  Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors.  Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

    Section 5.4    AUTHORITIES AND DUTIES.  The officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices, or 

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as may be specified from time to time by the directors regardless of whether 
such authority and duties are customarily incident to such office.            

                                      ARTICLE VI
                                CERTIFICATES OF STOCK
    Section 6.1    CERTIFICATES.  Every owner of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of the Corporation
by, the Chairman or Vice-Chairman of the Board or Chief Executive Officer, or
President or a Vice-President and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation.

    Section 6.2    TRANSFER AGENTS; REGISTRARS.  Where a certificate is signed
(l) by a transfer agent or an assistant transfer agent or (2) by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman or Vice-Chairman of the Board of Directors, Chief Executive
Officer, President, Vice-President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile.  In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, 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 have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

    Section 6.3    LOST, DESTROYED OR MUTILATED CERTIFICATES.  The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost, destroyed, or mutilated upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, destroyed or
mutilated.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, destroyed or mutilated
certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, destroyed or mutilated upon the issuance of such new
certificate.

    Section 6.4    TRANSFERS OF STOCK.  (a)  Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the  Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transactions upon its books, unless the Corporation has a duty to
inquire as to adverse claims with respect to such transfer and such duty has not
been discharged.  The Corporation shall have no duty to inquire into adverse
claims with respect to such transfer unless (i) the Corporation has received a
written notification of an adverse claim at a time and in a manner 

                                         -9-

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which affords the Corporation a reasonable opportunity to act on it prior to the
issuance of a new, reissued or re-registered share certificate and the
notification identifies the claimant, the registered owner and the issue of
which the share or shares is a part and provides an address for communications
directed to the claimant; or (ii) the Corporation has required and obtained,
with respect to a fiduciary, a copy of a will, trust, indenture, articles of
co-partnership, By-laws or other controlling instruments, for a purpose other
than to obtain appropriate evidence of the appointment or incumbency of the
fiduciary, and such documents indicate, upon reasonable inspection, the
existence of an adverse claim.

    (b)  The Corporation may discharge any duty of inquiry by any reasonable
means, including notifying an adverse claimant by registered or certified mail
at the address furnished by him or, if there be no such address, at his
residence or regular place of business that the security has been presented for
registration of transfer by a named person, and that the transfer will be
registered unless within thirty days from the date of mailing the notification,
either (i) an appropriate restraining order, injunction or other process issues
from a court of competent jurisdiction; or (ii) an indemnity bond, sufficient in
the Corporation's judgment to protect the Corporation and any transfer agent,
registrar or other agent of the Corporation involved from any loss which it or
they may suffer by complying with the adverse claim, is filed with the
Corporation.

    Section 6.5    FIXING RECORD DATE.  (a) In order that the Corporation may
determine the stockholders entitled to notice or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.

    (b)  If no record date is fixed:

         (1)  The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.

         (2)  The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.

         (3)  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

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    (c)  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


    Section 6.6    REGISTERED STOCKHOLDERS.  Prior to due presentment for
transfer of any share or shares, the Corporation shall treat the registered
owner thereof as the person exclusively entitled to vote, to receive
notifications and to all other benefits of ownership with respect to such share
or shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by applicable law.

                                     ARTICLE VII
                                  GENERAL PROVISIONS

    Section 7.1    DIVIDENDS.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

    Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

    Section 7.3    ANNUAL STATEMENT.  The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

    Section 7.4    CHECKS.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other persons as
the Board of Directors may from time to time designate.   

    Section 7.5    FISCAL YEAR.  The fiscal year of the Corporation shall be
the calendar year.

    Section 7.6    SEAL.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware".  The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.

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                                     ARTICLE VIII
                                      AMENDMENTS

    Section 8.1    AMENDMENTS.  These By-laws may be altered or repealed or new
By-laws may be adopted, either by the Board of Directors or by the stockholders
of the Corporation upon the affirmative vote of the holders of at least 66-2/3%
of the outstanding capital stock entitled to vote thereon.

                                      ARTICLE IX
                                   INDEMNIFICATION

    Section 9.1    RIGHT OF INDEMNIFICATION.  (a)  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 (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, 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 him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.  The Corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors.

    (b)  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
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that 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 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 

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view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

    (c)  o 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 Sections 9.1(a) or 9.1(b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

    (d)  Any indemnification under sections 9.1(a) or 9.1(b) (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such section.  Such determination
shall be made:

         (i)  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, even though less than a quorum, or

         (ii)  If there are no such directors, or if such directors so direct, 
by independent legal counsel in a written opinion, or

         (iii)  By the stockholders.

    Section 9.2    UNDERTAKINGS FOR ADVANCEMENT OF EXPENSES.  Expenses incurred
in defending a civil or criminal action, suit or proceeding may 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,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.  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.

    Section 9.3    CLAIMS.  If a claim for indemnification or payment of
expenses under this Article IX is not paid with 60 days after a written claim
therefor is received by the Corporation, the claimant may recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting the claim.  In any such action, the
Corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.

    Section 9.4    RELATIONSHIP TO OTHER RIGHTS.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any 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.

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    Section 9.5    INSURANCE.  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.

    Section 9.6    CONTINUATION OF RIGHTS.  The indemnification and advancement
of expenses provided by or granted pursuant to, this Article IX shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of any such person.  

    Section 9.7    AMENDMENTS.  All rights to indemnification under this by-law
shall be deemed to be a contract between the Corporation and each director,
officer, employee or agent of the Corporation who serves or served in such
capacity at any time while this by-law is in effect.  No amendment or repeal of
this bylaw or of any relevant provisions of the Delaware General Corporation Law
or any other applicable laws shall adversely affect or deny to any director,
officer, employee or agent of the Corporation any rights to indemnification
which such person may have, or change or release any obligations of the
Corporation, under this by-law with respect to any costs, charges, expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
which arise out of any action, suit or proceeding based in whole or in
substantial part on any act or failure to act, actual or alleged, which takes
place while or before this by-law is in effect.  The provision of this section
shall apply to any such action, suit or proceeding whenever commenced, including
such action, suit or proceeding commenced after any amendment or repeal of this
by-law.

    Section 9.8    SEVERABILITY.  In the event that any of the provisions of
this Article IX (including any provision within a single section, paragraph or
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise enforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law. 

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