AMENDED AND RESTATED
                                          
                                       BYLAWS
                                          
                                         OF
                                          
                             ADOBE SYSTEMS INCORPORATED
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                              DATED SEPTEMBER 19, 1997


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                                  TABLE OF CONTENTS
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ARTICLE I

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

ARTICLE II

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

ARTICLE III

                                STOCKHOLDERS' MEETINGS . . . . . . . . . . .  1
     Section 4.     Place of Meetings. . . . . . . . . . . . . . . . . . . .  1
     Section 5.     Annual Meeting . . . . . . . . . . . . . . . . . . . . .  2
     Section 6.     Special Meetings . . . . . . . . . . . . . . . . . . . .  4
     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.    Joint Owners of Stock. . . . . . . . . . . . . . . . . .  6
     Section 12.    List of Stockholders . . . . . . . . . . . . . . . . . .  6
     Section 13.    Action Without Meeting . . . . . . . . . . . . . . . . .  6
     Section 14.    Organization . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE IV

                                      DIRECTORS. . . . . . . . . . . . . . .  7
     Section 15.    Number and Term of Office. . . . . . . . . . . . . . . .  7
     Section 16.    Powers . . . . . . . . . . . . . . . . . . . . . . . . .  7
     Section 17.    Classes of Directors.. . . . . . . . . . . . . . . . . .  7
     Section 18.    Vacancies. . . . . . . . . . . . . . . . . . . . . . . .  8
     Section 19.    Resignation. . . . . . . . . . . . . . . . . . . . . . .  8
     Section 20.    Removal. . . . . . . . . . . . . . . . . . . . . . . . .  8
     Section 21.    Meetings . . . . . . . . . . . . . . . . . . . . . . . .  9
                    (a)  Annual Meetings . . . . . . . . . . . . . . . . . .  9
                    (b)  Regular Meetings. . . . . . . . . . . . . . . . . .  9
                    (c)  Special Meetings. . . . . . . . . . . . . . . . . .  9
                    (d)  Telephone Meetings. . . . . . . . . . . . . . . . .  9

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                                  TABLE OF CONTENTS
                                     (CONTINUED)
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                    (e)  Notice of Meetings. . . . . . . . . . . . . . . . .  9
                    (f)  Waiver of Notice. . . . . . . . . . . . . . . . . .  9
     Section 22.    Quorum and Voting. . . . . . . . . . . . . . . . . . . . 10
     Section 23.    Action Without Meeting . . . . . . . . . . . . . . . . . 10
     Section 24.    Fees and Compensation. . . . . . . . . . . . . . . . . . 10
     Section 25.    Committees . . . . . . . . . . . . . . . . . . . . . . . 10
                    (a)  Executive Committee . . . . . . . . . . . . . . . . 10
                    (b)  Other Committees. . . . . . . . . . . . . . . . . . 11
                    (c)  Term. . . . . . . . . . . . . . . . . . . . . . . . 11
                    (d)  Meetings. . . . . . . . . . . . . . . . . . . . . . 11
     Section 26.    Organization . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE V

                                       OFFICERS. . . . . . . . . . . . . . . 12
     Section 27.    Officers Designated. . . . . . . . . . . . . . . . . . . 12
     Section 28.    Tenure and Duties of Officers. . . . . . . . . . . . . . 13
                    (a)  General . . . . . . . . . . . . . . . . . . . . . . 12
                    (b)  Duties of Chairman of the Board of Directors. . . . 13
                    (c)  Duties of Chief Executive Officer . . . . . . . . . 13
                    (d)  Duties of President . . . . . . . . . . . . . . . . 13
                    (e)  Duties of Vice Presidents . . . . . . . . . . . . . 13
                    (f)  Duties of Secretary . . . . . . . . . . . . . . . . 14
                    (g)  Duties of Chief Financial Officer . . . . . . . . . 14
     Section 29.    Delegation of Authority. . . . . . . . . . . . . . . . . 14
     Section 30.    Resignations . . . . . . . . . . . . . . . . . . . . . . 14
     Section 31.    Removal. . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VI

                    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                        OF SECURITIES OWNED BY THE CORPORATION . . . . . . . 15
     Section 32.    Execution of Corporate Instruments . . . . . . . . . . . 15
     Section 33.    Voting of Securities Owned by the Corporation. . . . . . 15
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                                  TABLE OF CONTENTS
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ARTICLE VII

                                   SHARES OF STOCK . . . . . . . . . . . . . 16
     Section 34.    Form and Execution of Certificates . . . . . . . . . . . 16
     Section 35.    Lost Certificates. . . . . . . . . . . . . . . . . . . . 16
     Section 36.    Transfers. . . . . . . . . . . . . . . . . . . . . . . . 17
     Section 37.    Fixing Record Dates. . . . . . . . . . . . . . . . . . . 17
     Section 38.    Registered Stockholders. . . . . . . . . . . . . . . . . 17

ARTICLE VIII

                         OTHER SECURITIES OF THE CORPORATION . . . . . . . . 18
     Section 39.    Execution of Other Securities. . . . . . . . . . . . . . 18

ARTICLE IX

                                      DIVIDENDS. . . . . . . . . . . . . . . 18
     Section 40.    Declaration of Dividends . . . . . . . . . . . . . . . . 18
     Section 41.    Dividend Reserve . . . . . . . . . . . . . . . . . . . . 18

ARTICLE X

                                     FISCAL YEAR . . . . . . . . . . . . . . 19
     Section 42.    Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE XI

                                   INDEMNIFICATION . . . . . . . . . . . . . 19
     Section 43.    Indemnification of Directors, Executive Officers, Other
                    Officers, Employees and Other Agents . . . . . . . . . . 19
                    (a)  Directors and Executive Officers. . . . . . . . . . 19
                    (b)  Other Officers, Employees and Other Agents. . . . . 19
                    (c)  Expenses. . . . . . . . . . . . . . . . . . . . . . 19
                    (d)  Enforcement . . . . . . . . . . . . . . . . . . . . 20
                    (e)  Non-Exclusivity of Rights . . . . . . . . . . . . . 21
                    (f)  Survival of Rights. . . . . . . . . . . . . . . . . 21
                    (g)  Insurance . . . . . . . . . . . . . . . . . . . . . 21
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                                  TABLE OF CONTENTS
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                    (h)  Amendments. . . . . . . . . . . . . . . . . . . . . 21
                    (i)  Saving Clause . . . . . . . . . . . . . . . . . . . 21
                    (j)  Certain Definitions . . . . . . . . . . . . . . . . 21

ARTICLE XII

                                       NOTICES . . . . . . . . . . . . . . . 23
     Section 44.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . 23
                    (a)  Notice to Stockholders. . . . . . . . . . . . . . . 23
                    (b)  Notice to Directors . . . . . . . . . . . . . . . . 23
                    (c)  Affidavit of Mailing. . . . . . . . . . . . . . . . 23
                    (d)  Time Notices Deemed Given . . . . . . . . . . . . . 23
                    (e)  Methods of Notice . . . . . . . . . . . . . . . . . 23
                    (f)  Failure to Receive Notice . . . . . . . . . . . . . 23
                    (g)  Notice to Person with Whom Communication Is 
                           Unlawful. . . . . . . . . . . . . . . . . . . . . 23
                    (h)  Notice to Person with Undeliverable Address . . . . 24

ARTICLE XIII

                                      AMENDMENTS . . . . . . . . . . . . . . 24
     Section 45.    Amendments . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XIV

                                  LOANS TO OFFICERS. . . . . . . . . . . . . 25
     Section 46.    Loans to Officers. . . . . . . . . . . . . . . . . . . . 25

ARTICLE XV

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

<PAGE>

                                AMENDED AND RESTATED
                                          
                                       BYLAWS
                                          
                                         OF
                                          
                             ADOBE SYSTEMS INCORPORATED





                                      ARTICLE I

                                       OFFICES

     SECTION 1.     REGISTERED OFFICE.  The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle.

     SECTION 2.     OTHER OFFICES.  The corporation shall also have and maintain
an office or principal place of business 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.

<PAGE>

     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 proposal to be presented an annual meeting shall be
received at the corporation's principal executive offices not less than one
hundred twenty (120) calendar days in advance of the date that the corporation's
(or the corporation's predecessor's) proxy statement was 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, or in the event of a special meeting, notice by
the stockholder to be timely must be so received not earlier than the close of
business on the tenth (10th) day following the day on which a notice of the date
of the meeting was mailed or a public announcement thereof was made. 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 (the "1934 Act"), 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 1934 Act. 
Notwithstanding anything in these Bylaws 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 so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

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          (c)  Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) 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 1934 Act (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
Bylaws, 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, Business Wire 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.

                                                                             3
<PAGE>

     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 of
Directors, (ii) the President, (iii) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board of Directors 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 the Board of Directors, shall fix.

          (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
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 of Directors, the Chief Executive
Officer, or the Secretary of the corporation.  No business may be transacted at
such special meeting otherwise than specified in such notice.  The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of 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 set the time and place of the meeting and 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) days 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 Bylaws, the presence, in 

                                                                             4
<PAGE>

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.  In the absence of a quorum, any meeting of 
stockholders may be adjourned, from time to time, either by the chairman of 
the meeting or by vote of the holders of a majority of the shares represented 
thereat, but no other business shall be transacted at such meeting.  The 
stockholders present at a duly called or convened meeting, at which a quorum 
is present, may continue to transact business until adjournment, 
notwithstanding the withdrawal of enough stockholders to leave less than a 
quorum.  Except as otherwise provided by law, the Certificate of 
Incorporation or these Bylaws, all action taken by the holders of a majority 
of the vote cast, excluding abstentions, 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, except where otherwise provided by the statute or by the 
Certificate of Incorporation or these Bylaws, 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, except where otherwise provided by the statute 
or by the Certificate of Incorporation or these Bylaws, the affirmative vote 
of the majority (plurality, in the case of the election of directors) of the 
votes cast, including abstentions, by the holders of shares of such class or 
classes or series 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
casting votes, excluding abstentions.  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.  For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy granted in accordance with Delaware law. 
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.

                                                                             5
<PAGE>

     SECTION 11.    JOINT OWNERS OF STOCK.  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 or her 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 subsection (c) shall be a majority or even-split in interest.

     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.  No action shall be taken by the
stockholders except at an annual or special meeting of stockholders called in
accordance with these Bylaws, and no action shall be taken by the stockholders
by written consent.

     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 Chief
Executive Officer, or if the Chief Executive has not been appointed or is
absent, the President, or, if the President is absent, 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 or her
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,

                                                                             6
<PAGE>

regulations and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies and such other persons as 
the chairman shall permit, restrictions on entry to the meeting after the 
time fixed for the commencement thereof, limitations on the time allotted to 
questions or comments by participants and regulation of the opening and 
closing of the polls for balloting on matters which are to be voted on by 
ballot.  Unless and to the extent determined by the Board of Directors or the 
chairman of the meeting, meetings of stockholders shall not be required to be 
held in accordance with rules of parliamentary procedure.

                                      ARTICLE IV

                                      DIRECTORS

     SECTION 15.    NUMBER AND TERM OF OFFICE.  The 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 Bylaws.

     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, the directors shall be divided into two classes designated as
Class I and Class II, 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 November 30, 1997, the
term of office of the Class I directors shall expire and Class I directors shall
be elected for a full term of two years.  At the second annual meeting of
stockholders following November 30, 1997, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of two years.  At each succeeding annual meeting of stockholders, directors
shall be elected for a full term of two years to succeed the directors of the
class whose terms expire at such annual meeting.

                                                                             7
<PAGE>

     Notwithstanding the foregoing provisions of this Section, 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, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled only
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors.  Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified.  A
vacancy in the Board of Directors shall be deemed to exist under this Bylaw in
the case of the death, removal or resignation of any director.

     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, the
Board of Directors or any individual director may be removed from office at any
time with or without 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").

                                                                             8
<PAGE>

     SECTION 21.    MEETINGS.

          (a)  ANNUAL MEETINGS.  The annual meeting of the Board of Directors
shall be held immediately before or after the annual meeting of stockholders and
may be 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 designated by resolution of the Board of Directors or
the written consent of all 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
Chairman of the Board, the President or any two of the directors.

          (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.  Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
facsimile, electronic mail, telegraph or telex, during normal business hours, at
least twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days 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.  All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.

                                                                             9
<PAGE>

     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 the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Certificate of Incorporation or these Bylaws.

     SECTION 23.    ACTION WITHOUT MEETING.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     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 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, including without limitation the power or authority
to declare a dividend, to authorize the issuance of stock and to adopt a
certificate of ownership and merger,

                                                                             10
<PAGE>

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 (except that a 
committee may, to the extent authorized in the resolution or resolutions 
providing for the issuance of shares of stock adopted by the Board of 
Directors fix the designations and any of the preferences or rights of such 
shares relating to dividends, redemption, dissolution, any distribution of 
assets of the corporation or the conversion into, or the exchange of such 
shares for, shares of any other class or classes or any other series of the 
same or any other class or classes of stock of the corporation or fix the 
number of shares of any series of stock or authorize the increase or decrease 
of the shares of any series), 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 bylaws of the corporation.

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

          (c)  TERM.  Each member of a committee of the Board of Directors shall
serve at the pleasure of the Board of Directors and until his or her successors
shall have been duly elected, unless sooner removed.  The Board of Directors,
subject to the provisions of subsections (a) or (b) of this Bylaw 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 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

                                                                             11
<PAGE>

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 Chief Executive Officer, or if the Chief Executive Officer 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 or her 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
include, if and when designated by the Board of Directors, the Chairmen of the
Board of Directors (such officers to comprise the Office of the Chairman of the
Board of Directors), the Chief Executive Officer, the President, one or more
Vice Presidents, the Secretary and the Chief Financial Officer, all of whom
shall be appointed at the annual meeting of the Board of Directors.  Effective
September 19, 1997, the Office of the Chairman of the Board of Directors shall
be held jointly by the Chief Executive Officer and the President of the
Corporation.  The Board of Directors (or if so empowered in accordance with this
Section 27) may also appoint other officers and agents with such powers and
duties as it shall deem necessary.  Notwithstanding the foregoing, the Board of
Directors may empower the Chief Executive Officer of the corporation to appoint
such officers, other than Chairmen of the Board, President, Secretary or Chief
Financial Officer, as the business of the corporation may require.  The Board of
Directors may assign such additional titles to one or more of the officers as it
shall deem appropriate.  Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited therefrom by law. 
The salaries and other compensation of the officers of the corporation shall be

                                                                             12
<PAGE>

fixed by or in the manner designated by the Board of Directors or a designated
committee of the Board of Directors.

     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 THE CHAIRMEN OF THE BOARD OF DIRECTORS.  Either of the
officers comprising the Office of the Chairman of the Board, when present, shall
preside at all meetings of the stockholders and the Board of Directors.  The
Chairmen of the Board of Directors 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 shall designate from time to time.  If either
position of Chief Executive Officer or President is vacant, then the remaining
officer shall serve as the Chairman of the Board of Directors and shall have the
powers and duties prescribed in this paragraph 28(b).

          (c)  DUTIES OF CHIEF EXECUTIVE OFFICER.  Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, if there by such an officer, the Chief Executive Officer shall be the
general manager and 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.  He or
she shall preside at all meetings of the stockholders and shall have the general
powers and duties of management usually vested in the office of chief executive
officer of a corporation, and shall have other powers and duties as may be
prescribed by the Board of Directors.

          (d)  DUTIES OF PRESIDENT.  In the absence or disability of the Chief
Executive Officer, the President shall perform the duties of the Chief Executive
Officer and, when so acting, shall have all the powers of, and be subject to all
of the restrictions upon, the Chief Executive Officer.  The President shall have
such other powers and perform such other duties as from time to time may be
prescribed for the President by the Board of Directors or the Chief Executive
Officer.

          (e)  DUTIES OF VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
President.  The Vice Presidents shall have such other powers and perform such
other duties as

                                                                             13
<PAGE>

from time to time may be prescribed for them respectively by the Board of 
Directors, the Chief Executive Officer or the President.

          (f)  DUTIES OF SECRETARY.  The Secretary shall keep, or cause to be
kept, a book of minutes in written form of the proceedings of the Board of
Directors, committees of the Board, and stockholders.  Such minutes shall
include all waivers of notice, consents to the holding of meetings, or approvals
of the minutes of meetings executed pursuant to these Bylaws or the Delaware
General Corporation Law.  The Secretary shall keep, or cause to be kept at the
principal executive office or at the office of the corporation's transfer agent
or registrar, a record of its stockholders, giving the name and addresses of all
stockholders and the number and class of shares held by each.  The Secretary
shall give or cause to be given, notice of all meetings of the stockholders and
of the Board of Directors required by these Bylaws or by law to be given, and
shall keep the seal of the corporation in safe custody, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors, the Chief Executive Officer or the President.

          (g)  DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of account in written form or any other form capable
of being converted into written form.  The Chief Financial Officer shall deposit
all monies and other valuables in the name and to the credit of the corporation
with such depositories as may be designated by the Board of Directors.  He or
she shall disburse all funds of the corporation as may be ordered by the Board
of Directors, shall render to the President, Chief Executive Officer and
Directors, whenever they request it, an account of all of his or her
transactions as Chief Financial Officer and of the financial condition of the
corporation, shall perform other duties commonly incident to his or her office
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.  The Chief Executive Officer or President may direct the Vice
President Finance to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and the
Vice President Finance shall perform other duties commonly incident to his or
her office and shall also perform such other duties and have such other powers
as the Board of Directors, the Chief Executive Officer, the President or the
Chief Financial Officer 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

                                                                            14
<PAGE>

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 affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent 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 other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, 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, the Chief Executive Officer, or the President, Chief
Financial Officer or any Vice President.  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

                                                                            15
<PAGE>

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 Chief Executive Officer, 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, the Chief
Executive Officer, or the President or any Vice President and by the 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 facsimiles.  In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as if
he were such officer, transfer agent, or registrar at the date of issue.  Each
certificate shall state upon the face or back thereof, in full or in summary,
all of the powers, designations, preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or shall, except as otherwise
required by law, set forth on the face or back a statement that the corporation
will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.  Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to this section or otherwise required by law or with respect to this
section a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participatng, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.  Except as otherwise expressly provided by law, the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.

     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 

                                                                            16
<PAGE>

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.

     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.

                                                                            17
<PAGE>

                                     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 Chief Executive Officer, 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, or where permissible facsimile
signature, of a trustee under an indenture pursuant to which such bond,
debenture or other corporate security shall be issued, the signatures of the
persons signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the signatures of
such persons.  Interest coupons appertaining to any such bond, debenture or
other corporate security, authenticated by a trustee as aforesaid, shall be
signed by the Chief Financial Officer, 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

                                                                            18
<PAGE>

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.


                                      ARTICLE XI

                                   INDEMNIFICATION

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

          (a)  DIRECTORS AND EXECUTIVE OFFICERS.  The corporation shall
indemnify its directors and executive officers (for the purposes of this Article
XI, "executive officers shall have the meaning defined in Rule 3b-7 promulgated
under the 1934 Act) to the fullest extent not prohibited by the Delaware General
Corporation Law; PROVIDED, HOWEVER, that the corporation may modify the extent
of such indemnification by individual contracts with its directors and executive
officers; and, PROVIDED, FURTHER, that the corporation shall not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person 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, (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 or (iv) such
indemnification is required to be made under subsection (d).

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

          (c)  EXPENSES.  The corporation shall advance to any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
executive officer of the corporation, or is or was serving at the request of the
corporation as a director or executive officer of another corporation,
partnership,

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<PAGE>

joint venture, trust or other enterprise, prior to the final disposition of 
the proceeding, promptly following request therefor, all expenses incurred by 
any director or executive officer in connection with such proceeding upon 
receipt of an undertaking by or on behalf of such person to repay said 
amounts if it should be determined ultimately that such person is not 
entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation to an
executive officer of the corporation (except by reason of the fact that such
executive officer is or was a director of the corporation in which event this
paragraph shall not apply) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is reasonably and
promptly made (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (ii) if such
quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, that
the facts known to the decision-making party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation.

          (d)  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.  In connection with any 
claim for indemnification, 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.  In 
connection with any claim by an executive officer of the corporation (except 
in any action, suit or proceeding, whether civil, criminal, administrative or 
investigative, by reason of the fact that such executive officer is or was a 
director of the corporation) for advances, the corporation shall be entitled 
to raise a defense as to any such action clear and convincing evidence that 
such person acted in bad faith or in a manner that such person did not 
believe to be in or not opposed to the best interests of the corporation, or 
with respect to any criminal action or proceeding that such person acted 
without reasonable cause to believe that his conduct was lawful. 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

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<PAGE>

(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.  In any suit brought 
by a director or executive officer to enforce a right to indemnification or 
to an advancement of expenses hereunder, the burden of proving that the 
director or executive officer is not entitled to be indemnified, or to such 
advancement of expenses, under this Article XI or otherwise shall be on the 
corporation.

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

          (f)  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.

          (g)  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.

          (h)  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.

          (i)  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.

          (j)  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

                                                                            21
<PAGE>

     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," "executive officer," "officer,"
     "employee," or "agent" of the corporation shall include, without
     limitation, situations where such person is serving at the request of the
     corporation as, respectively, a director, executive officer, 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.

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<PAGE>

                                     ARTICLE XII

                                       NOTICES

     SECTION 44.    NOTICES.

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

          (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)  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 in the absence of fraud, be prima
facie evidence of the facts therein contained.

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

          (e)  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.

          (f)  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.

          (g)  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

                                                                            23
<PAGE>

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

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


                                     ARTICLE XIII

                                      AMENDMENTS

     SECTION 45.    AMENDMENTS.  Subject to paragraph (h) of Section 43 of the
Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the
affirmative vote of a majority 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 the Bylaws.

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<PAGE>

                                     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 these Bylaws shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.


                                      ARTICLE XV

                                    MISCELLANEOUS

     SECTION 47.    ANNUAL REPORT.

          (a)  Subject to the provisions of paragraph (b) of this Bylaw, the
Board of Directors shall cause an annual report to be sent to each stockholder
of the corporation not later than one hundred twenty (120) days after the close
of the corporation's fiscal year.  Such report shall include a balance sheet as
of the end of such fiscal year and an income statement and statement of changes
in financial position for such fiscal year, accompanied by any report thereon of
independent accountants, or if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation.

          When there are more than one hundred (100) stockholders of record of
the corporation's shares, as determined by Section 605 of the California
Corporations Code, additional information as required by Section 1501(b) of the
California Corporations Code shall also be contained in such report, provided
that if the corporation has a class of securities registered under Section 12 of
the 1934 Act, that Act shall take precedence.  Such report shall be sent to
stockholders at least fifteen (15) days prior to the next annual meeting of
stockholders after the end of the fiscal year to which it relates.

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

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Source: OneCLE Business Contracts.