BYLAWS

                                       OF

                              NDC ACQUISITION CORP.





                                    ARTICLE 1
                                  Stockholders
                                  ------------

         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, if any,
either within or without the State of Delaware as the Board of Directors from
time to time may determine, or the Board of Directors may, in its sole
discretion, determine that the meeting shall not be held at any place, but may
instead be held solely by means of remote communication authorized by Section
1.3 hereof. Any other proper business may be transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by the Chairman of the Board, the Vice Chairman of the Board,
the President, at least two (2) Directors or upon the written request of
stockholders together owning at least a majority of the issued and outstanding
capital stock of the Corporation entitled to vote at such meeting. Any special
meeting of the stockholders shall be held at such date, time and place, if any,
either within or without the State of Delaware as may be stated in the notice of
the meeting or the Board of Directors may, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely
by means of remote communication as authorized by Section 1.3 hereof.

         Section 1.3. Meetings by Remote Communication. Subject to such
guidelines and procedures as the Board of Directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, participate in a meeting of stockholders and be deemed
present in person and vote at a meeting of stockholders whether such meeting is
to be held at a designated place or solely by means of remote communication,
provided that (i) the Corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder, (ii) the Corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the Corporation.


         Section 1.4. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which stockholders and proxy holders
maybe deemed to be present in person and vote at such meeting, and, in the ease
of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, the written notice of any meeting 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. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Corporation.

         Section 1.5. Adjournments. Any meeting of stockholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place, if any, thereof and the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person
and vote at such meeting 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 in accordance with Section 1.9 hereof, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

         Section 1.6. Quorum. At any annual or special meeting of stockholders,
except where otherwise provided by law or in the certificate of incorporation of
the Corporation (the "Certificate") or these Bylaws, the holders of a majority
of the outstanding shares of stock entitled to vote on a matter at such meeting,
present in person or represented by proxy, shall constitute a quorum. In the
absence of a quorum of the holders of any class of stock entitled to vote on a
matter, the holders of such class so present or represented may, by majority
vote, adjourn the meeting of such class from time to time in the manner provided
by Section 1.5 of these Bylaws until a quorum of such class shall be so present
or represented. Shares of the Corporation's capital stock belonging to the
Corporation on the record date for the meeting, or belonging to another
corporation on the record date for the meeting if the Corporation directly or
indirectly holds a majority of the shares entitled to vote in the election of
directors of such other corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity. A stockholder who makes a
special appearance for purposes of objecting to lack of notice or defective
notice or objecting to holding the meeting or transacting the business at the
meeting shall not be counted for purposes of determining a quorum. The
stockholders present at a meeting at which a quorum is present may continue to
transact business for the remainder of the meeting and at any adjournment of the
meeting, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum, unless the meeting is adjourned under circumstances where a
new record date is or must be set pursuant to Section 1.5 hereof.

                                       2


         Section 1.7. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board or, in the absence of the Chairman of the
Board, by the Vice Chairman of the Board or, in the absence of the Vice Chairman
of the Board, by an alternate chairman designated by a majority of the Directors
present or, in the absence of such designation, by a chairman chosen at the
meeting. The Secretary or, in the absence of the Secretary, an Assistant
Secretary, if any, shall act as secretary of the meeting, but in the absence of
the Secretary and any Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 1.8. Voting; Proxies. Unless otherwise provided in the
Certificate, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one (1) vote for each share of stock held by such
stockholder that has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted
or acted upon after three (3) years from its date, unless the proxy provides for
a longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation.

         Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as proxy pursuant to this
Section 1.8, a stockholder may grant such authority by (i) executing a writing
authorizing another person or persons to act for such stockholder as proxy, with
such execution accomplished by the stockholder or such stockholder's authorized
officer, director, employee or agent signing such writing or causing such
person's signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or (ii) by transmitting
or authorizing the transmission of an electronic transmission to the person who
will be the holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission, provided that any such
electronic transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized
by the stockholder. Any copy, facsimile telecommunication or other reliable
reproduction of such writing or electronic transmission may be substituted or
used in lieu of the original writing or electronic transmission for any and all
purposes for which the original writing or electronic transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or electronic
transmission.

         Voting at meetings of stockholders need not be by written ballot and
need not be conducted by inspectors unless the holders of at least a majority of
the outstanding shares of all classes of stock entitled to vote thereon present
in person or represented by proxy at such meeting shall so determine. Directors
shall be elected by a plurality of the votes of the shares entitled to vote on
the election of Directors. In all other matters, unless otherwise provided by
law or by the Certificate or these Bylaws, the affirmative vote of the holders
of at least a majority of the shares entitled to vote on the subject matter
shall be the act of the stockholders. Where a separate vote by class or classes
is required, the affirmative vote of the holders of at least a majority of the
shares of such class or classes entitled to vote on the subject matter shall be
the act of such class or classes, except as otherwise provided by applicable law
or by the Certificate or these Bylaws.

                                       3


         Section 1.9. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board 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 data 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 in accordance with this Section
1.9.

         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 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 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 the 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.

         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 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.

                                       4


         Section 1.10. List of Stockholders Entitled to Vote. The Secretary of
the Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and 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 for a period of at least ten (10) days prior to the
meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the Corporation. In the event that the Corporation determines to
make the list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required to access such list shall be provided with the notice of
the meeting. If the requirements of this section have not been substantially
complied with, the meeting shall, on the reasonable demand of any stockholder in
person or by proxy, be adjourned until the requirements are met. Except as
otherwise provided by law, if no such demand is made, failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting.

         Section 1.11. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate or by applicable law, any action required
by applicable law to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to (i) its registered office in the State of Delaware by hand or by
certified mail or registered mail, return receipt requested, or (ii) its
principal place of business, or (iii) an officer or agent of the Corporation
having custody of the book to which proceedings of meetings of stockholders are
recorded. 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 corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered to the Corporation in the manner required
by this Section 1.11 written consents signed by a sufficient number of holders
to take action are delivered to the Corporation in the manner required by this
Section 1.11. 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 and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of stockholders to take the action were delivered to the
Corporation as provided in this Section 1.11.

                                       5


         Any electronic transmission consenting to an action to be taken and
transmitted by a stockholder or proxyholder, or by a person or persons
authorized to act for a stockholder or proxyholder, shall be deemed to be
written, signed and dated for the purposes of this Section 1.11, provided that
any such electronic transmission sets forth or is delivered with information
from which the Corporation can determine (i) that the electronic transmission
was transmitted by the stockholder or proxyholder or by a person or persons
authorized to act for the stockholder or proxyholder and (ii) the date on which
such stockholder or proxyholder or authorized person or persons transmitted such
electronic transmission. The date on which such electronic transmission is
transmitted shall be deemed to be the date on which such consent was signed. No
consent given by electronic transmission shall be deemed to have been delivered
until such consent is reproduced in paper form and unti1 such paper form shall
be delivered to the Corporation as provided in this Section 1.11. Any copy,
facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all purposes for
which the original writing could be used, provided that such copy, facsimile or
other reproduction shall be a complete reproduction of the entire original
writing.

         Section 1.12. Stockholders' Agreements. The holders of any outstanding
capital stock of the Corporation may enter into an agreement or agreements among
themselves (or with the Corporation) concerning the rights and privileges of the
respective classes of stock (including, without limitation, voting rights) and
the transferability of the capital stock of the Corporation. To the extent
allowed by law, the provisions of the Certificate and these Bylaws shall be
interpreted in a manner consistent with any such stockholders' agreement.


                                   ARTICLE II
                               Board of Directors
                               ------------------

         Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of a Board of
Directors, except as may be otherwise provided by applicable law or in the
Certificate. The number of Directors on the Board of Directors shall be not less
than two (2) nor more than fifteen (15), the exact number to be set from time to
time by the stockholders of the Corporation. Directors need not be stockholders
of the Corporation.

         Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies.
Directors shall be elected by a plurality of the votes of the shares entitled to
vote on the election of Directors. Each Director shall hold office until his or
her successor is duly elected and qualified or until his or her earlier
resignation or removal. Any Director may resign at any time upon written notice
to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the times specified therein
and, unless otherwise specified therein, no acceptance of such resignation shall
be necessary to make it effective. Any Director or the entire Board of Directors
may be removed, with or without cause, by the holders of at least a majority of
the shares then entitled to vote at an election of Directors except as provided
in Section 141(k) of the Delaware Central Corporation Law, as may be amended
from time to time. Unless otherwise provided in the Certificate or these Bylaws,
vacancies and newly created directorships resulting from any increase in the
authorized number of Directors elected by all of the stockholders having the
right to vote as a single class, or from any other cause, may be filled by a
majority of the Directors then in office, although less than a quorum, or by the
sole remaining Director. Any Director elected or appointed to fill a vacancy
shall hold office until the next annual meeting of the stockholders or until his
or her successor is duly elected and qualified or until his or her earlier
resignation or removal.

                                       6


         Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board of Directors from time to time may determine.

         Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the Vice Chairman of
the Board, by the President or by any two (2) Directors. Reasonable notice
thereof shall be given by the person or persons calling the meeting.

         Section 2.5. Organization. The Board of Directors may appoint from
among its members a Chairman of the Board and a Vice Chairman of the Board. The
Vice Chairman of the Board, if any, shall perform the duties of the Chairman of
the Board in the absence of the Chairman of the Board. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board or, in the absence
of the Chairman of the Board, by the Vice Chairman of the Board or, in the
absence of the Vice Chairman of the Board, by an alternate chairman designated
by a majority of the Directors present. The Secretary or, in the absence of the
Secretary, an Assistant Secretary, if any, shall act as secretary of the
meeting, but in the absence of the Secretary and any Assistant Secretary, the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

         Section 2.6. Notice of Meetings. Unless waived as contemplated in
Section 6.3 hereof, the Corporation shall give written notice to each Director
of each meeting of the Board of Directors stating the date, time and place of
the meeting. Such notice shall be given at least forty-eight (48) hours in
advance by courier service, in person or by electronic transmission or at least
ten (10) days in advance by mail. Attendance by a Director at a meeting shall
constitute waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of business at the meeting.

         Section 2.7. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Certificate or these Bylaws,
members of the Board of Directors or any committee designated by the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee, as the case may be, by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 2.7 shall constitute presence in person at such meeting.

                                       7


         Section 2.8. Quorum; Vote Required for Action. At all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business. The affirmative vote of at least a
majority of the Directors shall be the act of the Board of Directors unless the
Certificate or these Bylaws shall require a vote of a greater number. In case at
any meeting of the Board of Directors a quorum shall not be present, the members
of the Board of Directors present may adjourn the meeting from time to time in
the manner provided by Section 2.9 hereof until a quorum shall be present.

         Section 2.9. Adjournments. A meeting of the Board of Directors (whether
or not a quorum is present) may be adjourned by at least a majority of the
Directors present to reconvene at a specific time and place. It shall not be
necessary to give notice of the reconvened meeting, other than by announcement
at the meeting which was adjourned. At any such reconvened meeting at which a
quorum is present, any business may be transacted which could have been
transacted at the meeting which was adjourned.

         Section 2.10. Action by Directors Without a Meeting. Unless otherwise
restricted by the Certificate 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 of
such committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. Such consent shall have the same force and effect
as a unanimous vote of the Board of Directors and may be evidenced by one (1)
or more written consents describing the action taken.

         Section 2.11. Fees and Compensation. Directors may receive such
compensation, if any, for their services, and such reimbursement of expenses, as
may be fixed or determined by resolution 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 for such services.

                                   ARTICLE III
                                   Committees
                                   ----------

         Section 3.1. Committees. The Board of Directors may designate one or
more committees, each committee to consist of one (1) or more of the Directors
of the Corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another Director to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors or in these Bylaws,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by law to be submitted to
stockholders for approval, (ii) adopting, amending or repealing these Bylaws or
(iii) removing or indemnifying any Director.

                                       8


         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business. In the absence of a provision
by the Board of Directors or a provision in the rules of such committee to the
contrary, a majority of the members of such committee shall constitute a quorum
for the transaction of business, the affirmative vote of at least a majority of
the members of such committee shall be the act of such committee and, in all
other respects, each committee shall conduct its business in the same manner as
the Board of Directors conducts its business pursuant to Article II of these
Bylaws.

                                   ARTICLE IV

                                    Officers
                                    --------

         Section 4.1. Officers. As soon as practicable after the annual meeting
of stockholders in each year, the Board of Directors shall elect such Officers
as may be deemed appropriate by the Board of Directors from time to time, but
the Corporation shall not be required to have at any time any Officers other
than a President and a Secretary. Any two (2) or more offices may be held by the
same person unless the Certificate or these Bylaws otherwise provide. In
addition, the Corporation may enter into employment agreements with any such
Officer.

         Section 4.2. E1ection; Term of Office; Resignation; Removal; Vacancies.
All Officers shall be elected by the Board of Directors and shall serve at the
will of the Board of Directors and, unless otherwise provided in the resolution
of the Board of Directors electing way Officer, each Officer shall hold office
until his or her successor is duly elected and qualified or until his or her
earlier resignation or removal. Any Officer may resign at any time upon written
notice to the Board of Directors or to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
and, unless otherwise specified therein, no acceptance of such resignation shall
be necessary to make it effective. The Board of Directors may remove any Officer
with or without cause at any time. Any such removal shall be without prejudice
to the contractual rights of such Officer, if any, with the Corporation, but the
election of an Officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board of Directors at any regular or
special meeting thereof.

                                       9


         Section 4.3. Powers and Duties. The Officers of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control of the Board of
Directors. The Board of Directors may require any Officer, agent or employee to
give security for the faithful performance of his or her duties.

         Section 4.4. Chief Executive Officer. The Chairman of the Board, or the
President if the Chairman of the Board position is vacant, shall be the Chief
Executive Officer of the Corporation. The Chief Executive Officer shall be
subject to the control of the Board of Directors and shall have general control
and supervision over the policies of the Corporation.

         Section 4.5. President. The President shall be subject to the control
of the Board of Directors and the Chief Executive Officer, shall have general
control and supervision over the operations of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. In particular he or she shall: (a) manage and administer the
Corporation's business and affairs and perform all duties and exercise all
powers usually pertaining to the office of President of a corporation; (b)
appoint and fix the duties of any and all employees and agents of the
Corporation who are not otherwise appointed by the Board of Directors (and shall
have the authority to remove or suspend any of such employees or agents not
appointed by the Board of Directors); and (c) have the general power and
authority to sign and execute, in the name of and on behalf of the Corporation,
any and all agreements and other documents.

         Section 4.6. Vice President. Each Vice President shall have the power
to sign and execute, in the name of and on behalf of the Corporation, any and
all agreements, instruments and other documents. In the absence of a resolution
of the Board of Directors to the contrary, the several Vice Presidents, other
than those whose authority may be expressly limited, shall act, in the order of
their appointment, in the place of the President, exercising all powers of the
President and performing all duties of the President, during the President's
absence or disability. Each Vice President shall perform whatever additional
duties and have whatever additional powers as may be assigned to him or her from
time to time by resolution of the Board of Directors.

         Section 4.7. Secretary. The Secretary shall keep accurate records of
the acts and proceedings of all meetings of stockholders, the Board of Directors
and committees of Directors, and shall have authority to give on behalf of the
Corporation all notices required by law, the Certificate or these Bylaws. The
Secretary shall maintain the books, records, contracts and other documents of
the Corporation. The Secretary may affix the corporate seal to any lawfully
executed documents requiring it and shall sign such instruments as may require
his or her signature. The Secretary shall perform whatever additional duties and
have whatever additional powers as maybe assigned to him or her from time to
time by resolution of the Board of Directors.

                                       10


         Section 4.8. Treasurer. The Treasurer shall have custody of all funds
and securities belonging to the Corporation and shall receive, deposit or
disburse the same under the direction of the Board of Directors. The Treasurer
shall keep full and true accounts of all receipts and disbursements and shall
make such reports on the same to the Board of Directors and the President. The
Treasurer shall perform whatever additional duties and have whatever additional
powers as may be assigned to him or her from time to time by resolution of the
Board of Directors.

         Section 4.9. Assistant Secretary and Assistant Treasurer. Any Assistant
Secretary and any Assistant Treasurer may, in the absence or disability of the
Secretary or the Treasurer, respectively, perform the duties and exercise the
powers of those offices. Each Assistant Secretary and each Assistant Treasurer
shall perform whatever additional duties and have whatever additional powers as
may be assigned to him or her from time to time by resolution of the Board of
Directors.

         Section 4.10. Compensation. The compensation of all Officers of the
Corporation shall be fixed by resolution of the Board of Directors.

                                    ARTICLE V
                                      Stock
                                      -----

         Section 5.1. Issuance of Stock. The Board of Directors may by
resolution increase or decrease the number of issued and outstanding shares of
the capital stock of the Corporation in accordance with law and within the
maximum amounts authorized by the Certificate.

         Section 5.2. Certificates. 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 or Vice Chairman of the Board, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, representing the
number of shares of capital stock in the Corporation owned by such holder. If
such certificate is manually signed by one Officer of the Corporation or
manually countersigned by a transfer agent or by a registrar, any other
signature on the certificate may be a facsimile. In case any Officer of the
Corporation, 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 by the Corporation with the same effect as if such person were such
Officer, transfer agent or registrar at the date of issue.

         Section 5.3. Transfers of Shares. Transfers of shares of the capital
stock of the Corporation shall be made upon the stock transfer books of the
Corporation (kept at the office of the transfer agent designated to transfer the
shares) only upon direction of the person named in such certificate, or by an
attorney lawfully constituted in writing. Before a new certificate is issued,
the old certificate shall be surrendered for cancellation or, in the case of a
certificate alleged to have been lost, stolen or destroyed the record owner
shall have complied with the provisions of Section 5.4 hereof.

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         Section 5.4. Lost, Stolen or Destroyed Stock Certificates, Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

                                   ARTICLE VI
                                  Miscellaneous
                                  -------------

         Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 6.2. Seal. The Corporation may have a corporate seal, which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced. In lieu thereof, the Corporation
may use an impression or writing bearing the words "CORPORATE SEAL" or "SEAL,"
which shall also be deemed to be the seal of the Corporation.

         Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the Certificate or these Bylaws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, Directors or
members of a committee of Directors need be specified in any written waiver of
notice unless so required by the Certificate or these Bylaws.

         Section 6.4. Indemnification of Directors and Officers. The Corporation
shall indemnify to the full extent permitted by law any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person or such person's testator or intestate is or was a Director or Officer of
the Corporation, or serves or served at the request of the Corporation any other
enterprise as a director or officer thereof, against expanses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful. Expenses,
including attorneys' fees, incurred by any such person in defending any such
action, suit or proceeding shall be paid or reimbursed by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
by the Corporation of an undertaking by or on behalf of such person to repay

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such expenses if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any
person by this Section 6.4, including, without limitation, former Directors or
Officers of the Corporation, shall he enforceable against the Corporation by
such person, who shall be presumed to have relied upon such rights in serving or
continuing to serve as a Director or Officer as provided above. No amendment of
this Section 6.4 shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. For purposes of this
Section 6.4, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger; the term
"other enterprise" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the receipt of the Corporation"
shall include service as a Director or Officer of the Corporation which imposes
duties on, or involves services by, such Director or Officer with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

         Section 6.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its Directors or Officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of such Directors or Officers serve as
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because such Director or Officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or her or
their votes are counted for such purpose, if: (i) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of at least a majority of the disinterested directors,
even though the disinterested directors be less than a quorum; or (ii) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof or the stockholders. Common or
interested Directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

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         Section 6.6. Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or by means of, or be in the form of,
any information storage device or method, provided that the records so kept can
be converted into clearly legible paper form within a reasonable time. The
Corporation shall so convert any such records kept upon the request of any
person entitled to inspect the same.

         Section 6.7. Offices. The Corporation may from time to time have such
offices within or outside the State of Delaware as the Board of Directors from
time to time may determine or as is necessary or desirable to facilitate the
business of the Corporation.

         Section 6.8. Power to Amend These Bylaws. The Board of Directors shall
have power to alter, amend or repeal these Bylaws or to adopt any new bylaws;
provided, however, any new bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new bylaws may also be adopted, by the
stockholders; provided further that the stockholders may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by the
Board of Directors.

         Section 6.9. Requisite Vote. Action taken by the stockholders of the
Corporation with respect to these Bylaws shall be taken by an affirmative vote
of the holders of at least two-thirds (2/3) of each class of shares entitled to
vote thereon.




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