AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                            WILD OATS MARKETS, INC.

                            (A DELAWARE CORPORATION)

              AS ADOPTED BY THE BOARD OF DIRECTORS AUGUST 19, 1996
<PAGE>   2
                               TABLE OF CONTENTS

                                                                               



                                                                          PAGE

                                                                         
ARTICLE I  OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1 
    SECTION 1  REGISTERED OFFICE. . . . . . . . . . . . . . . . . . . . . .  1
    SECTION 2  OTHER OFFICES. . . . . . . . . . . . . . . . . . . . . . . .  1
ARTICLE II  CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . . .  1
    SECTION 3  CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . .  1
ARTICLE III  STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . .  1
    SECTION 4  OF MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . .  1
    SECTION 5  ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . .  2
    SECTION 6  SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . .  3
    SECTION 7  NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . . .  4
    SECTION 8  QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
    SECTION 9  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  . . . . . . .  5
    SECTION 10  VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . .  5
    SECTION 11  BENEFICIAL OWNERS OF STOCK. . . . . . . . . . . . . . . . .  6
    SECTION 12  LIST OF STOCKHOLDERS. . . . . . . . . . . . . . . . . . . .  6
    SECTION 13  ACTION WITHOUT MEETING. . . . . . . . . . . . . . . . . . .  6
    SECTION 14  ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . .  7
ARTICLE IV  DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    SECTION 15  NUMBER AND TERM OF OFFICE . . . . . . . . . . . . . . . . .  8
    SECTION 16  POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . .  8
    SECTION 17  CLASSES OF DIRECTORS. . . . . . . . . . . . . . . . . . . .  8
    SECTION 18  VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . .  8
    SECTION 19  RESIGNATION . . . . . . . . . . . . . . . . . . . . . . . .  9
    SECTION 20  REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . .  9
    SECTION 21  MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . .  9
                                                                           
       (a)  Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . .  9
       (b)  Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . .  9
       (c)  Special Meetings. . . . . . . . . . . . . . . . . . . . . . . .  9
       (d)  Telephone Meetings. . . . . . . . . . . . . . . . . . . . . . . 10
       (e)  Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . 10
       (f)  Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . 10
                                                                           
    SECTION 22  QUORUM AND VOTING . . . . . . . . . . . . . . . . . . . . . 10
    SECTION 23  ACTION WITHOUT MEETING. . . . . . . . . . . . . . . . . . . 10
    SECTION 24  FEES AND COMPENSATION . . . . . . . . . . . . . . . . . . . 11
    SECTION 25  COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . 11
                                                                    





                                      i.
<PAGE>   3
                              TABLE OF CONTENTS
                                 (CONTINUED)



                                                                          PAGE

                                                                         
       (a)  Executive Committee . . . . . . . . . . . . . . . . . . . . . . 11
       (b)  Other Committees. . . . . . . . . . . . . . . . . . . . . . . . 11
       (c)  Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
       (d)  Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

    SECTION 26  ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE V  OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
    SECTION 27  OFFICERS DESIGNATED . . . . . . . . . . . . . . . . . . . . 12
    SECTION 28  TENURE AND DUTIES OF OFFICERS . . . . . . . . . . . . . . . 13
                                                                           
       (a)  General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
       (b)  Duties of Chairman of the Board of Directors. . . . . . . . . . 13
       (c)  Duties of President . . . . . . . . . . . . . . . . . . . . . . 13
       (d)  Duties of Vice Presidents.  . . . . . . . . . . . . . . . . . . 13
       (e)  Duties of Secretary . . . . . . . . . . . . . . . . . . . . . . 13
       (f)  Duties of Chief Financial Officer or Treasurer. . . . . . . . . 14
                                                                           
    SECTION 29  DELEGATION OF AUTHORITY . . . . . . . . . . . . . . . . . . 14
    SECTION 30  RESIGNATIONS. . . . . . . . . . . . . . . . . . . . . . . . 14
    SECTION 31  REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI  EXECUTION OF CORPORATE INSTRUMENTS AND                         
       VOTING OF SECURITIES OWNED BY THE CORPORATION. . . . . . . . . . . . 14
    SECTION 32  EXECUTION OF CORPORATE INSTRUMENTS. . . . . . . . . . . . . 14
    SECTION 33  VOTING OF SECURITIES OWNED BY THE CORPORATION . . . . . . . 15
ARTICLE VII  SHARES OF STOCK  . . . . . . . . . . . . . . . . . . . . . . . 15
    SECTION 34  FORM AND EXECUTION OF CERTIFICATES. . . . . . . . . . . . . 15
    SECTION 35  LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 16
    SECTION 36  TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . 16
    SECTION 37  FIXING RECORD DATES . . . . . . . . . . . . . . . . . . . . 16
    SECTION 38  REGISTERED STOCKHOLDERS . . . . . . . . . . . . . . . . . . 17
ARTICLE VIII  OTHER SECURITIES OF THE CORPORATION . . . . . . . . . . . . . 17
    SECTION 39  EXECUTION OF OTHER SECURITIES . . . . . . . . . . . . . . . 17
ARTICLE IX  DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    SECTION 40  DECLARATION OF DIVIDENDS. . . . . . . . . . . . . . . . . . 18
    SECTION 41  DIVIDEND RESERVE. . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE X   FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    SECTION 42  FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . 18
                                                                   





                                     ii.
<PAGE>   4
                              TABLE OF CONTENTS

                                 (CONTINUED)



                                                                          PAGE

                                                                          
ARTICLE XI  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . 19
    SECTION 43  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES 
         AND OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . 19

       (a)  Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 19  
       (b)  Officers, Employees and Other Agents. . . . . . . . . . . . . . 19  
       (c)  Good Faith. . . . . . . . . . . . . . . . . . . . . . . . . . . 19  
       (d)  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20  
       (e)  Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . 20  
       (f)  Non Exclusivity of Rights . . . . . . . . . . . . . . . . . . . 20  
       (g)  Survival of Rights. . . . . . . . . . . . . . . . . . . . . . . 21  
       (h)  Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 21  
       (i)  Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . 21  
       (j)  Saving Clause . . . . . . . . . . . . . . . . . . . . . . . . . 21  
       (k)  Certain Definitions . . . . . . . . . . . . . . . . . . . . . . 21  
                                                                           
ARTICLE XII     NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 22
    Section 44  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE XIII    AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 24
    SECTION 45  AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE XIV     LOANS TO OFFICERS . . . . . . . . . . . . . . . . . . . . . 24
    SECTION 46  LOANS TO OFFICERS . . . . . . . . . . . . . . . . . . . . . 24
                                                                   





                                     iii.










<PAGE>   5



                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                            WILD OATS MARKETS, INC.

                            (A DELAWARE CORPORATION)

                                   ARTICLE I

                                    OFFICES

         SECTION 1.       REGISTERED OFFICE.  The registered office of the
corporation in the State of Delaware shall be in the City of Dover, County of
Kent.

         SECTION 2.       OTHER OFFICES.  The corporation shall also have and
maintain an office or principal place of business in Boulder, Colorado, at such
place as may be fixed by the Board of Directors, and may also have offices at
such other places, both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the corporation
may require.

                                   ARTICLE II

                                 CORPORATE SEAL

         SECTION 3.       CORPORATE SEAL.  The corporate seal shall consist of
a die bearing the name of the corporation and the inscription, "Corporate Seal
Delaware."  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE III

                             STOCKHOLDERS' MEETINGS

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





                                       1
<PAGE>   6



         SECTION 5.       ANNUAL MEETING.

                 (A)      The annual meeting of the stockholders of the
corporation, for the purpose of election of Directors and for such other
business as may lawfully come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors

                 (B)      At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, business must be:
(A) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (B) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (C)
otherwise properly brought before the meeting by a stockholder.  For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation.  To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation
not less than one hundred twenty (120) calendar days in advance of the date of
the corporation's proxy statement released to stockholders in connection with
the previous year's annual meeting of stockholders; provided, however, that in
the event that no annual meeting was held in the previous year or the date of
the annual meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous year's proxy statement, notice by the
stockholder to be timely must be so received not earlier than the close of
business on the ninetieth (90th) day prior to such annual meeting and not later
than the close of business on the sixtieth (60th) day prior to such annual
meeting or, in the event public announcement of the date of such annual meeting
is first made by the corporation fewer than seventy (70) days prior to the date
of such annual meeting, the close of business on the tenth (10th) day following
the day on which public announcement of the date of such meeting is first made
by the corporation.  A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting:
(i) a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (iii) the class and number of shares of
the corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business and (v) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, in his
capacity as a proponent to a stockholder proposal.  Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the Securities and Exchange Act of 1934, as amended.  Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at
any annual meeting except in accordance with the procedures set forth in this
paragraph (b).  The chairman of the annual meeting shall, if the facts warrant,
determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this paragraph (b),
and, if he should so determine, he shall





                                     2.
<PAGE>   7



so declare at the meeting that any such business not properly brought before
the meeting shall not be transacted.

                 (C)      Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) and the Stockholders Agreement
between the corporation and certain stockholders shall be eligible for election
as Directors.  Nominations of persons for election to the Board of Directors of
the corporation may be made at a meeting of stockholders by or at the direction
of the Board of Directors or by any stockholder of the corporation entitled to
vote in the election of Directors at the meeting who complies with the notice
procedures set forth in this paragraph (c).  Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant
to timely notice in writing to the Secretary of the corporation in accordance
with the provisions of paragraph (b) of this Section 5.  Such stockholder's
notice shall set forth (i) as to each person, if any, whom the stockholder
proposes to nominate for election or re election as a Director:  (A) the name,
age, business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of shares of
the corporation which are beneficially owned by such person, (D) 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 nominations are to be made by the stockholder, and (E) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written consent to
being named in the proxy statement, if any, as a nominee and to serving as a
Director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section
5.  At the request of the Board of Directors, any person nominated by a
stockholder for election as a Director shall furnish to the Secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee.  No person shall be
eligible for election as a Director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (c).  The chairman
of the meeting shall, if the facts warrant, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these By-laws, and if he should so determine, he shall so declare
at the meeting and the defective nomination shall be disregarded.

                 (D)      For purposes of this Section 5, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         SECTION 6.       SPECIAL MEETINGS.

                 (A)      Special meetings of the stockholders of the
corporation may be called, for any purpose or purposes, by (i) the Chairman of
the Board, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously





                                     3.
<PAGE>   8



authorized directorships at the time any such resolution is presented to the
Board for adoption)or (iv) by the holders of shares entitled to cast not less
than ten percent (10%) of the votes at the meeting, and shall be held at such
place, on such date, and at such time as they or he shall fix; provided,
however, that following registration of any of the classes of equity securities
of the corporation pursuant to the provisions of the Securities Exchange Act of
1934, as amended, special meetings of the stockholders may only be called by
the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized Directors.

                 (B)      If a special meeting is called by any person or
persons other than the Board of Directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
Chairman of the Board, the President, any Vice President, or the Secretary of
the corporation.  No business may be transacted at such special meeting
otherwise than specified in such notice.  The officer receiving the request
shall cause notice to be promptly given to the stockholders entitled to vote,
in accordance with the provisions of Section 7 of these By-Laws, that a meeting
will be held not less than thirty five (35) nor more than one hundred twenty
(120) days after the receipt of the request.  Upon determination of the time
and place of the meeting, the officer receiving the request shall cause notice
to be given to the stockholders entitled to vote, in accordance with the
provisions of Section 7 of these Bylaws.  If the notice is not given within
sixty (60) days after the receipt of the request, the person or persons
requesting the meeting may give the notice.  Nothing contained in this
paragraph (b) shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board of Directors may
be held.

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

         SECTION 8.       QUORUM.  At all meetings of stockholders, except
where otherwise provided by statute or by the Certificate of Incorporation, or
by these By-Laws, the presence, in person or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business.  Any shares, the voting of
which at said meeting has been enjoined, or which for any reason cannot be
lawfully voted at such meeting, shall not be counted to determine a quorum at
such meeting.  In the absence of a quorum any meeting of stockholders may be
adjourned, from time to time, either





                                     4.
<PAGE>   9



by the chairman of the meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be transacted at such
meeting.  The stockholders present at a duly called or convened meeting, at
which a quorum is present, may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.  Except as otherwise provided by law, the Certificate of Incorporation
or these By-Laws, all action taken by the holders of a majority of the voting
power represented at any meeting at which a quorum is present shall be valid
and binding upon the corporation; provided, however, that Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors.  Where a separate vote by a class or classes or series is required,
a majority of the outstanding shares of such class or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled
to take action with respect to that vote on that matter and the affirmative
vote of the majority (plurality, in the case of the election of Directors) of
shares of such class or classes or series present in person or represented by
proxy at the meeting shall be the act of such class or classes or series.

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

         SECTION 10.      VOTING RIGHTS.

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





                                     5.
<PAGE>   10



         SECTION 11.      BENEFICIAL OWNERS OF STOCK.

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

                 (B)      Persons holding stock in a fiduciary capacity shall
be entitled to vote the shares so held.  Persons whose stock is pledged shall
be entitled to vote, unless in the transfer by the pledgor on the books of the
corporation he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent such stock and vote thereon.

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

         SECTION 13.      ACTION WITHOUT MEETING.

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

                 (B)      Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the





                                     6.
<PAGE>   11



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

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

                 (D)      Notwithstanding the foregoing, no such action by
written consent may be taken following the closing of the initial public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "1933 Act"), covering the offer and sale of Common
Stock of the corporation (the "Initial Public Offering").

         SECTION 14.      ORGANIZATION.

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

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





                                     7.
<PAGE>   12



Unless, and to the extent determined by the Board of Directors or the chairman
of the meeting, meetings of stockholders shall not be required to be held in
accordance with rules of parliamentary procedure.

                                   ARTICLE IV


                                   DIRECTORS

         SECTION 15.      NUMBER AND TERM OF OFFICE.  The authorized number of
directors of the corporation shall be fixed in accordance with the Certificate
of Incorporation.  Directors need not be stockholders unless so required by the
Certificate of Incorporation.  If for any cause, the Directors shall not have
been elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these By-Laws.  No reduction of the authorized number of
Directors shall have the effect of removing any Director before the Director's
term of office expires, unless such removal is made pursuant to the provisions
of Section 20 hereof.

         SECTION 16.      POWERS.  The powers of the corporation shall be
exercised, its business conducted and its property controlled by the Board of
Directors, except as may be otherwise provided by statute or by the Certificate
of Incorporation.

         SECTION 17.      CLASSES OF DIRECTORS.  Subject to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, following the closing of the Initial Public Offering,
the directors shall be divided into three classes designated as Class I, Class
II and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors.
At the first annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years.
At the second annual meeting of stockholders following the Closing of the
Initial Public Offering, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of three years.
At the third annual meeting of stockholders following the Closing of the
Initial Public Offering, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected
for a full term of three years to succeed the directors of the class whose
terms expire at such annual meeting.

         Notwithstanding the foregoing provisions of this Article, each
director shall serve until his successor is duly elected and qualified or until
his death, resignation or removal.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

         SECTION 18.      VACANCIES.  Unless otherwise provided in the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office,





                                     8.
<PAGE>   13



although less than a quorum, or by a sole remaining Director, and each Director
so elected shall hold office for the unexpired portion of the term of the
Director whose place shall be vacant and until his successor shall have been
duly elected and qualified.  A vacancy in the Board of Directors shall be
deemed to exist under this Section 18 in the case of the death, removal or
resignation of any Director, or if the stockholders fail at any meeting of
stockholders at which Directors are to be elected (including any meeting
referred to in Section 20 below) to elect the number of Directors then
constituting the whole Board of Directors.

         SECTION 19.      RESIGNATION.  Any Director may resign at any time by
delivering his written resignation to the Secretary, such resignation to
specify whether it will be effective at a particular time, upon receipt by the
Secretary or at the pleasure of the Board of Directors.  If no such
specification is made, it shall be deemed effective at the pleasure of the
Board of Directors.  When one or more Directors shall resign from the Board of
Directors, effective at a future date, a majority of the Directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director so chosen shall hold
office for the unexpired portion of the term of the Director whose place shall
be vacated and until his successor shall have been duly elected and qualified.

         SECTION 20.      REMOVAL.  Subject to the rights of the holders of any
series of Preferred Stock and the Stockholders Agreement, no director shall be
removed without cause.  Subject to any limitations imposed by law, the Board of
Directors or any individual director may be removed from office at any time
with cause by the affirmative vote of the holders of a majority of the voting
power of all the then-outstanding shares of voting stock of the corporation,
entitled to vote at an election of directors (the "Voting Stock").

         SECTION 21.      MEETINGS.

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

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

                 (C)      SPECIAL MEETINGS.  Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the President or a majority of the Directors.





                                     9.
<PAGE>   14



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

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

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

         SECTION 22.      QUORUM AND VOTING.

                 (A)      Unless the Certificate of Incorporation requires a
greater number and except with respect to indemnification questions arising
under Section 43 hereof, for which a quorum shall be one-third of the exact
number of Directors fixed from time to time in accordance with the Certificate
of Incorporation, a quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time by the Board
of Directors in accordance with the Certificate of Incorporation; provided,
however, at any meeting whether a quorum be present or otherwise, a majority of
the directors present may adjourn from time to time until the time fixed for
the next regular meeting of the Board of Directors, without notice other than
by announcement at the meeting.

                 (B)      At each meeting of the Board of Directors at which a
quorum is present all questions and business shall be determined by a vote of a
majority of the Directors present, unless a different vote be required by law,
the Certificate of Incorporation or these By-Laws.

         SECTION 23.      ACTION WITHOUT MEETING.  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, if all members of the Board
of Directors or committee, as the case may be, consent





                                     10.
<PAGE>   15



thereto in writing, and such writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

         SECTION 24.      FEES AND COMPENSATION.  Directors shall be entitled
to such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of Directors,
a fixed sum and expenses of attendance, if any, for attendance at each regular
or special meeting of the Board of Directors and at any meeting of a committee
of the Board of Directors.  Nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise and receiving compensation therefor.

         SECTION 25.      COMMITTEES.

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

                 (B)      OTHER COMMITTEES.  The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, from time to
time appoint such other committees as may be permitted by law.  Such other
committees appointed by the Board of Directors shall consist of one (1) or more
members of the Board of Directors, and shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the powers denied to the
Executive Committee in these By-Laws.

                 (C)      TERM.  The members of all committees of the Board of
Directors shall serve a term coexistent with that of the Board of Directors
which shall have appointed such committee.  The Board of Directors, subject to
the provisions of subsections (a) or (b) of this Section 25, may at any time
increase or decrease the number of members of a committee or terminate the
existence of a committee.  The membership of a committee member shall terminate
on the date of his death or voluntary resignation from the committee or from
the Board of Directors.  The Board of Directors may at any time for any reason
remove any individual committee member and the Board of Directors may fill any
committee vacancy created by death, resignation, removal or increase in the
number of members of the committee.  The Board of Directors may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any





                                     11.
<PAGE>   16



meeting of the committee, and, in addition, in the absence or disqualification
of any member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.

                 (D)      MEETINGS.  Unless the Board of Directors shall
otherwise provide, regular meetings of the Executive Committee or any other
committee appointed pursuant to this Section 25 shall be held at such times and
places as are determined by the Board of Directors, or by any such committee,
and when notice thereof has been given to each member of such committee, no
further notice of such regular meetings need be given thereafter.  Special
meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by any
Director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at any
time before or after the meeting and will be waived by any Director by
attendance thereat, except when the Director attends such special meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  A majority of the authorized number of members of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall be
the act of such committee.

         SECTION 26.      ORGANIZATION.  At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                   ARTICLE V


                                    OFFICERS

         SECTION 27.      OFFICERS DESIGNATED.  The officers of the corporation
shall be the Chairman of the Board of Directors, the President, one or more
Vice Presidents, the Secretary and the Chief Financial Officer or Treasurer,
all of whom shall be elected at the annual organizational meeting of the Board
of Directors.  The order of the seniority of the Vice Presidents shall be in
the order of their nomination, unless otherwise determined by the Board of
Directors.  The Board of Directors may also appoint such other officers and
agents with such powers and duties as it shall deem necessary.  The Board of
Directors may assign such additional titles to one or more of the officers as
it shall deem appropriate.  Any one person





                                     12.
<PAGE>   17



may hold any number of offices of the corporation at any one time unless
specifically prohibited therefrom by law.  The salaries and other compensation
of the officers of the corporation shall be fixed by or in the manner
designated by the Board of Directors.  The President may appoint one or more
Assistant Secretaries and Assistant Treasurers with such powers and duties as
he or she deems necessary.

         SECTION 28.      TENURE AND DUTIES OF OFFICERS.

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

                 (B)      DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The
Chairman of the Board of Directors, when present, shall preside at all meetings
of the stockholders and the Board of Directors.  The Chairman of the Board of
Directors shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.  If there is no President, then
the Chairman of the Board of Directors shall also serve as the Chief Executive
Officer of the corporation and shall have the powers and duties prescribed in
paragraph (c) of this Section 28.

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

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

                 (E)      DUTIES OF SECRETARY.  The Secretary shall attend all
meetings of the stockholders and of the Board of Directors, and shall record
all acts and proceedings thereof in the minute book of the corporation.  The
Secretary shall give notice in conformity with these By-Laws of all meetings of
the stockholders, and of all meetings of the Board of Directors and any
committee thereof requiring notice.  The Secretary shall perform all other
duties given him in these By-Laws and other duties commonly incident to his
office and shall also perform





                                     13.
<PAGE>   18



such other duties and have such other powers as the Board of Directors shall
designate from time to time.  The President may direct any Assistant Secretary
to assume and perform the duties of the Secretary in the absence or disability
of the Secretary, and each Assistant Secretary shall perform other duties
commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.

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

         SECTION 29.      DELEGATION OF AUTHORITY.  The Board of Directors may
from time to time delegate the powers or duties of any officer to any other
officer or agent, notwithstanding any provision hereof.

         SECTION 30.      RESIGNATIONS.  Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary.  Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time.  Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective.  Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.

         SECTION 31.      REMOVAL.  Any officer may be removed from office at
any time, either with or without cause, by the vote or written consent of a
majority of the Directors in office at the time, or by any committee or
superior officers upon whom such power of removal may have been conferred by
the Board of Directors.

                                   ARTICLE VI

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

         SECTION 32.      EXECUTION OF CORPORATE INSTRUMENTS.  The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or





                                     14.
<PAGE>   19



other person or persons, to execute on behalf of the corporation any corporate
instrument or document, or to sign on behalf of the corporation the corporate
name without limitation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these By-Laws, and such
execution or signature shall be binding upon the corporation.

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

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

         Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

         SECTION 33.      VOTING OF SECURITIES OWNED BY THE CORPORATION.  All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person
authorized so to do by resolution of the Board of Directors, or, in the absence
of such authorization, by the Chairman of the Board of Directors, the
President, or any Vice President.

                                  ARTICLE VII

                                SHARES OF STOCK

         SECTION 34.      FORM AND EXECUTION OF CERTIFICATES.  Certificates for
the shares of stock of the corporation shall be in such form as is consistent
with the Certificate of Incorporation and applicable law.  Every holder of
stock in the corporation shall be entitled to have a certificate signed by or
in the name of the corporation by the Chairman of the Board of Directors, or
the President or any Vice President and by the Treasurer or Assistant Treasurer
or the Secretary or Assistant Secretary, certifying the number of shares owned
by him in the corporation.  Any or all of the signatures on the certificate may
be by facsimile.  In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar





                                     15.
<PAGE>   20



before such certificate is issued, it may be issued with the same effect as if
he were such officer, transfer agent, or registrar at the date of issue.  Each
certificate shall state upon the face or back thereof, in full or in summary,
all of the designations, preferences, limitations, restrictions on transfer and
relative rights of the shares authorized to be issued.

         SECTION 35.      LOST CERTIFICATES.  A new certificate or certificates
shall be issued in place of any certificate or certificates theretofore issued
by the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed.  The corporation may require, as a
condition precedent to the issuance of a new certificate or certificates, the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
or to give the corporation a surety bond in such form and amount as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen, or
destroyed.

         SECTION 36.      TRANSFERS.

                 (A)      Transfers of record of shares of stock of the
corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

                 (B)      The corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more
classes of stock of the corporation to restrict the transfer of shares of stock
of the corporation of any one or more classes owned by such stockholders in any
manner not prohibited by the General Corporation Law of Delaware.

         SECTION 37.      FIXING RECORD DATES.

                 (A)      In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting.  If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                 (B)      Prior to the Initial Public Offering, in order that
the Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,





                                     16.
<PAGE>   21



and which date shall not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the Board of Directors.  If
no record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required
by law, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.  Delivery
made to a Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required
by law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

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

         SECTION 38.      REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.

                                  ARTICLE VIII


                      OTHER SECURITIES OF THE CORPORATION

         SECTION 39.      EXECUTION OF OTHER SECURITIES.  All bonds, debentures
and other corporate securities of the corporation, other than stock
certificates (covered in Section 34), may be signed by the Chairman of the
Board of Directors, the President or any Vice President, or such other person
as may be authorized by the Board of Directors, and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Chief
Financial Officer or Treasurer or an Assistant Treasurer; provided, however,
that where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an






                                     17.
<PAGE>   22



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

                                   ARTICLE IX

                                    DIVIDENDS

         SECTION 40.      DECLARATION OF DIVIDENDS.  Dividends upon the capital
stock of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors pursuant to
law at any regular or special meeting.  Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation.

         SECTION 41.      DIVIDEND RESERVE.  Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the Board of
Directors shall think conducive to the interests of the corporation, and the
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

                                   ARTICLE X

                                  FISCAL YEAR

         SECTION 42.      FISCAL YEAR.  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.





                                     18.
<PAGE>   23



                                   ARTICLE XI

                                INDEMNIFICATION

         SECTION 43.      INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHER AGENTS.

                 (A)      DIRECTORS.  The corporation shall indemnify its
Directors to the fullest extent not prohibited by the Delaware General
Corporation Law; provided, however, that the corporation shall not be required
to indemnify any Director in connection with any proceeding (or part thereof)
initiated by such person or any proceeding by such person against the
corporation or its Directors, officers, employees or other agents unless (i)
such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation or (iii)
such indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the Delaware General
Corporation Law.

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

                 (C)      GOOD FAITH.

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

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

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

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

                          (II)    The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself,





                                     19.
<PAGE>   24



create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

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

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

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

                 (F)      NON EXCLUSIVITY OF RIGHTS.  The rights conferred on
any person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office.  The
corporation is specifically authorized to enter into individual contracts with
any or all of its Directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the
Delaware General Corporation Law.





                                     20.
<PAGE>   25



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

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

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

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

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

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

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

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

                          (IV)    References to a "director," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the





                                     21.
<PAGE>   26



request of the corporation as a director, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

                          (V)     References to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Bylaw.

                                  ARTICLE XII


                                    NOTICES

         SECTION 44.      NOTICES.

                 (A)      NOTICE TO STOCKHOLDERS.  Whenever, under any
provisions of these By-Laws, notice is required to be given to any stockholder,
it shall be given in writing, timely and duly deposited in the United States
mail, postage prepaid, and addressed to his last known post office address as
shown by the stock record of the corporation or its transfer agent.

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

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

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

                 (E)      TIME NOTICES DEEMED GIVEN.  All notices given by
mail, as above provided, shall be deemed to have been given as at the time of
mailing and all notices given by





                                     22.
<PAGE>   27



facsimile, telex or telegram shall be deemed to have been given as of the
sending time recorded at time of transmission.

                 (F)      METHODS OF NOTICE.  It shall not be necessary that
the same method of giving notice be employed in respect of all Directors, but
one permissible method may be employed in respect of any one or more, and any
other permissible method or methods may be employed in respect of any other or
others.

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

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

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





                                     23.
<PAGE>   28




                                  ARTICLE XIII


                                   AMENDMENTS

         SECTION 45.      AMENDMENTS.  Except as otherwise set forth in
paragraph (i) of Section 43 of these By-Laws, the Bylaws may be altered or
amended or new Bylaws adopted by the affirmative vote of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding
shares of the Voting Stock.  The Board of Directors shall also have the power
to adopt, amend or repeal Bylaws.

                                  ARTICLE XIV



                               LOANS TO OFFICERS

         SECTION 46.      LOANS TO OFFICERS.  The corporation may lend money
to, or guarantee any obligation of, or otherwise assist any officer or other
employee of the corporation or of its subsidiaries, including any officer or
employee who is a Director of the corporation or its subsidiaries, whenever, in
the judgment of the Board of Directors, such loan, guarantee or assistance may
reasonably be expected to benefit the corporation.  The loan, guarantee or
other assistance may be with or without interest and may be unsecured, or
secured in such manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the corporation.  Nothing in
this Section 46 shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.





                                     24.

Source: OneCLE Business Contracts.