AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        PHARMA SERVICES ACQUISITION CORP.
                         (A NORTH CAROLINA CORPORATION)



                         Dated as of September 25, 2003







                           AMENDED AND RESTATED BYLAWS
                                       OF
                        PHARMA SERVICES ACQUISITION CORP.
                         (a North Carolina Corporation)


                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

         SECTION 1.1 ANNUAL MEETINGS. The annual meeting of the shareholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of North Carolina as may be designated by the Board
of Directors, for the purpose of electing Directors and for the transaction of
such other business as may be properly brought before the meeting.

         SECTION 1.2 SPECIAL MEETINGS. Except as otherwise provided in the
Articles of Incorporation, as amended, modified and restated from time to time
("Articles of Incorporation"), a special meeting of the shareholders of the
Corporation (a) may be called at any time by the Board of Directors or by any
Director who is also a DG Nominee, OEP Nominee, Temasek Nominee or TPG Nominee
(as such terms are defined in that certain Stockholders Agreement, dated
_______, 2003 among Pharma Services Holding, Inc. ("Holding") and its
stockholders named therein ("Stockholders Agreement"), and (b) shall be called
pursuant to, and held within 30 days after, delivery to the Corporation of the
written request of the holders of not less than one-tenth of all the votes
entitled to be cast on any issue proposed to be considered at the meeting. Any
special meeting of the shareholders shall be held on such date, at such time and
at such place within or outside the State of North Carolina as the person(s)
calling the meeting may designate. At a special meeting of the shareholders, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting unless all of the shareholders are
present in person or by proxy, in which case any and all business may be
transacted at the meeting even though the meeting is held without notice.

         SECTION 1.3 NOTICE OF MEETINGS. Except as otherwise provided in these
Bylaws or by law, a written notice of each meeting of the shareholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each shareholder of the Corporation entitled to vote at such
meeting at his or her address as it appears on the records of the Corporation;
provided that such notice must be given to all shareholders with respect to any
meeting at which a merger or share exchange is to be considered and in such
other instances as required by law. In the case of a special meeting, the notice
of meeting shall include a description of the purpose or purposes for which the
meeting is called; but, in the case of an annual or substitute annual meeting,
the notice of meeting need not include a description of the purpose or purposes
for which the meeting is called unless such a description is required by the
provisions of the North Carolina Business Corporation Act.



         SECTION 1.4 QUORUM. Shares entitled to vote as a separate voting group
may take action on a matter at the meeting only if a quorum of that voting group
exists. A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter,
unless the representation of a larger number of shares shall be required by law,
by the Articles of Incorporation or by these Bylaws, in which case the
representation of the number of shares so required shall constitute a quorum.

         Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

         In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 1.3, at any adjourned meeting any business may be
transacted that might have been transacted at the original meeting if a quorum
exists with respect to the matter proposed.

         SECTION 1.5 ADJOURNED MEETINGS. Whether or not a quorum shall be
present in person or represented at any meeting of the shareholders, the holders
of a majority in number of the shares of stock of the Corporation present in
person or represented by proxy and entitled to vote at such meeting may adjourn
from time to time; provided, however, that if the holders of any class of stock
of the Corporation are entitled to vote separately as a voting group upon any
matter at such meeting, any adjournment of the meeting in respect of action by
such voting group upon such matter shall be determined by the holders of a
majority of the shares of such voting group present in person or represented by
proxy and entitled to vote at such meeting. When a meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment and if a new record date is not fixed for the adjourned meeting; but
if a new record date is fixed for the adjourned meeting (which must be done if
the new date is more than 120 days after the date of the original meeting), or
if the adjournment is for more than thirty days, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
adjourned meeting. At the adjourned meeting the shareholders, or the holder of
any class of stock entitled to vote separately as a voting group, as the case
may be, may transact any business which might have been transacted by them at
the original meeting.

         SECTION 1.6 ORGANIZATION. The Executive Chairman or, in his absence,
the Chief Executive Officer, or in his absence, the Chief Operating Officer, or
in his absence, a Vice President shall call all meetings of the shareholders to
order, and shall act as chairman of such meetings unless the holders of a
majority of the common stock, par value $0.01 per share of the Corporation
("Common Stock") present in person or represented by proxy and entitled to vote
at such meeting choose to select a different person to act as chairman of such
meeting.

         The Secretary of the Corporation shall act as Secretary of all meetings
of the shareholders; but in the absence of the Secretary, the chairman of the
meeting may appoint any person to act as Secretary of the meeting. Before each
meeting of shareholders, the Secretary of the Corporation shall prepare an
alphabetical list of the shareholders entitled to notice of such

                                       2




meeting. The list shall be arranged by voting group (and within each voting
group by class or series of shares) and show the address of and number of shares
held by each shareholder. The list shall be kept on file at the principal office
of the Corporation, or at a place identified in the meeting notice in the city
where the meeting will be held, for the period beginning two business days after
notice of the meeting is given and continuing through the meeting, and shall be
available for inspection by any shareholder, personally or by or with his
representative, at any time during regular business hours. The list shall also
be available at the meeting and shall be subject to inspection by any
shareholder, personally or by or with his representative, at any time during the
meeting or any adjournment thereof.

         SECTION 1.7 VOTING OF SHARES. Except as otherwise provided in the
Articles of Incorporation or by law, each shareholder shall be entitled to one
vote for each share of the capital stock of the Corporation registered in the
name of such shareholder upon the books of the Corporation. Each shareholder
entitled to vote at a meeting of shareholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for him or her by proxy, but no such proxy shall be voted or
acted upon after eleven months from its date, unless the proxy appointment form
expressly provides for a longer period. When directed by the presiding officer
or upon the demand of any shareholder, the vote upon any matter before a meeting
of shareholders shall be by ballot. Except as otherwise provided by law or by
the Articles of Incorporation, Directors shall be elected by a plurality of the
votes cast at a meeting of shareholders by the shareholders entitled to vote in
the election and, whenever any corporate action, other than the election of
Directors is to be taken, it shall be authorized by a majority of the
outstanding stock of the Corporation entitled to vote thereon and if any class
or series of stock is entitled to vote thereon as a separate voting group, the
requisite vote of such voting group but not less than a majority.

         Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes.

         SECTION 1.8 INSPECTORS. When required by law or directed by the
presiding officer or upon the demand of any shareholder entitled to vote, but
not otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided at any meeting of the shareholders by two or more
Inspectors who may be appointed by the Board of Directors before the meeting, or
if not so appointed, shall be appointed by the presiding officer at the meeting.
If any person so appointed fails to appear or act, the vacancy may be filled by
appointment in like manner.

         SECTION 1.9 INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided
in the Articles of Incorporation, any action that is required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting if one or
more written consents, describing the action so taken, shall be signed by all of
the shareholders who would be entitled to vote upon such action at a meeting or,
if so provided in the Articles of Incorporation, by shareholders having not less
than the minimum number of votes that would be necessary to take the action at a

                                       3




meeting at which all shareholders entitled to vote were present and voted, and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

            If action is taken without a meeting by fewer than all shareholders
entitled to vote on the action, the Corporation shall give written notice to all
shareholders who have not consented to the action and who, if the action had
been taken at a meeting, would have been entitled to notice of the meeting with
the same record date as the action taken without a meeting, within ten days
after the action is taken. The notice shall describe the action and indicate
that the action has been taken without a meeting of shareholders.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

         SECTION 2.1 NUMBER AND TERM OF OFFICE. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors,
none of whom need be shareholders of the Corporation. The members of the Board
of Directors shall be the same as those of Holding.

         SECTION 2.2 PLACE OF MEETING. The Board of Directors may hold its
meetings in such place or places in the State of North Carolina or outside the
State of North Carolina as the Board of Directors from time to time shall
determine.

         SECTION 2.3 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places as the Board of Directors from
time to time by resolution shall determine. No notice shall be required for any
regular meeting of the Board of Directors; but a copy of every resolution fixing
or changing the time or place of regular meetings shall be mailed to every
Director at least five days before the first meeting held in pursuance thereof.

         SECTION 2.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by direction of any Director who is also
a DG Nominee, OEP Nominee, Temasek Nominee or TPG Nominee then in office.

         Notice of the day, hour and place of holding of each special meeting
shall be given by mailing the same at least two days before the meeting or by
causing the same to be delivered by any means or transmitted by facsimile,
e-mail, telegram or telephone at least one day before the meeting to each
Director. Unless otherwise indicated in the notice thereof, any and all business
other than an amendment of these Bylaws may be transacted at any special
meeting, and an amendment of these Bylaws may be acted upon if the notice of the
meeting shall have stated that the amendment of these Bylaws is one of the
purposes of the meeting. At any meeting at which every Director shall be
present, even though without any notice, any business may be transacted,
including the amendment of these Bylaws.

         SECTION 2.5 QUORUM. A majority of the members of the Board of Directors
in office shall constitute a quorum for the transaction of business and the vote
of the majority of the

                                       4




Directors in office shall be the act of the Board of Directors. If at any
meeting of the Board of Directors there is less than a quorum present, a
majority of those present may adjourn the meeting from time to time.

         SECTION 2.6 ORGANIZATION. Unless otherwise determined by a majority of
the members of the Board of Directors present at a meeting at which a quorum is
present, the Executive Chairman shall preside at all meetings of the Board of
Directors. In the absence of the Executive Chairman, a chairman shall be elected
from the Directors present. The Secretary of the Corporation shall act as
Secretary of all meetings of the Directors; but in the absence of the Secretary,
the chairman of the meeting may appoint any person to act as Secretary of the
meeting.

         SECTION 2.7 COMMITTEES. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the Directors of
the Corporation; provided, that such committees are no different from, and have
the same members as, the committees of Holding. 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 member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors and except as otherwise provided by law,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and the 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 approving or adopting, or recommending to the shareholders, any
action or matter expressly required by law to be submitted to shareholders for
approval, or adopting, amending or repealing these Bylaws.

         SECTION 2.8 CONFERENCE TELEPHONE MEETINGS. Unless otherwise restricted
by the Articles of Incorporation or by these Bylaws, the 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 such committee, as the case may be, by
means of conference telephone or similar communications equipment or other
electronic means and such participation shall constitute presence in person at
such meeting.

         SECTION 2.9 CONSENT OF DIRECTORS OR COMMITTEE IN LIEU OF MEETING.
Unless otherwise restricted by the Articles of Incorporation or by 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 the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee, as the case may be.

         SECTION 2.10 CERTAIN TRANSACTIONS AND INVESTMENT DECISIONS.
Notwithstanding anything to the contrary in these Bylaws, after the Effective
Time (i) all Pharma Bio Investments by the Corporation or any Subsidiary of the
Corporation in excess of $10 million shall require the affirmative vote of a
majority of the Board of Directors, (ii) any asset divestiture by the
Corporation or Subsidiary of the Corporation in excess of $10 million shall
require the

                                       5




affirmative vote of a majority of the Board of Directors and (iii) any
transactions entered into between the Corporation or any of its Subsidiaries, on
the one hand, and any shareholder or Affiliate or Associate of any shareholder
of Holding, on the other hand, shall require the affirmative vote of a majority
of the Board of Directors of Holding as required by its Bylaws. As used herein,
"Effective Time," "Pharma Bio Investments," "Subsidiary," "Affiliate" and
"Associate" shall have the meanings ascribed thereto in the Stockholders
Agreement.

                                  ARTICLE III.

                                    OFFICERS

         SECTION 3.1 OFFICERS. The officers of the Corporation shall be an
Executive Chairman, a Chief Executive Officer, a Chief Financial Officer, a
Chief Operating Officer, one or more Vice Presidents, a Secretary and a
Treasurer, and such additional officers, if any, as shall be elected by the
Board of Directors pursuant to the provisions of Section 3.9. The Executive
Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, one or more Vice Presidents, the Secretary and the Treasurer shall be
elected by the Board of Directors at its first meeting after each annual meeting
of the shareholders. The failure to hold such election shall not of itself
terminate the term of office of any officer. All officers shall hold office at
the pleasure of the Board of Directors. Any officer may resign at any time upon
written notice to the Corporation. Officers may, but need not, be Directors. Any
number of offices may be held by the same person.

         All officers, agents and employees shall be subject to removal, with or
without cause, at any time by the Board of Directors. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights. All agents and employees other than officers elected by the Board of
Directors shall also be subject to removal, with or without cause, at any time
by the officers appointing them.

         Any vacancy caused by the death of any officer, his resignation, his
removal, or otherwise, may be filled by the Board of Directors, and any officer
so elected shall hold office at the pleasure of the Board of Directors.

         In addition to the powers and duties of the officers of the Corporation
as set forth in these Bylaws, the officers shall have such authority and shall
perform such duties as from time to time may be determined by the Board of
Directors.

         SECTION 3.2 POWERS AND DUTIES OF THE EXECUTIVE CHAIRMAN. Unless
otherwise provided in these Bylaws, the Executive Chairman shall preside at
meetings of the shareholders and at meetings of the Board of Directors and shall
have such other powers and perform such other duties as may from time to time be
assigned to him by these Bylaws or by the Board of Directors.

         SECTION 3.3 POWERS AND DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief
Executive Officer shall be the chief executive officer of the Corporation. The
Chief Executive Officer


                                       6


shall, subject to the control of the Board of Directors, have general charge and
control of all its business and affairs, shall have all powers and shall perform
all duties incident to the office of Chief Executive Officer and shall report to
the Board of Directors of the Corporation.

         SECTION 3.4 POWERS AND DUTIES OF THE CHIEF OPERATING OFFICER. The Chief
Operating Officer shall be the chief operating officer of the Corporation, and
shall report to the Chief Executive Officer of the Corporation or such other
officer as the Board of Directors may designate. He shall have all powers and
perform all duties incident to the office of Chief Operating Officer, oversee
the conduct and affairs of the business of the Corporation and shall have such
other powers and perform such other duties as may from time to time be assigned
him by these Bylaws or by the Board of Directors or the Chief Executive Officer.

         SECTION 3.5 POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER. The Chief
Financial Officer shall receive and deposit all moneys and other valuables
belonging to the Corporation in the name and to the credit of the Corporation
and shall disburse the same only in such manner as the Board of Directors or the
appropriate officers of the Corporation may from time to time determine, shall
render to the Chief Executive Officer and the Board of 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, and shall perform
such further duties as the Board of Directors may require.

         SECTION 3.6 POWERS AND DUTIES OF THE VICE PRESIDENTS. Each Vice
President shall have all powers and shall perform all duties incident to the
office of Vice President and shall have such other powers and perform such other
duties as may from time to time be assigned to him by these Bylaws or by the
Board of Directors, the Chief Executive Officer or the Chief Operating Officer.

         SECTION 3.7 POWERS AND DUTIES OF THE SECRETARY. The Secretary shall
keep the minutes of all meetings of the Board of Directors and the minutes of
all meetings of the shareholders in books provided for that purpose; he shall
attend to the giving or serving of all notices of the Corporation; he shall have
custody of the corporate seal of the Corporation and shall affix the same to
such documents and other papers as the Board of Directors, the Executive
Chairman, the Chief Executive Officer or the Chief Operating Officer shall
authorize and direct; he shall have charge of the stock certificate books,
transfer books and stock ledgers and such other books and papers as the Board of
Directors, the Executive Chairman, the Chief Executive Officer or the Chief
Operating Officer shall direct, all of which shall at all reasonable times be
open to the examination of any Director, upon application, at the office of the
Corporation, during business hours; and whenever required by the Board of
Directors, the Executive Chairman, the Chief Executive Officer or the Chief
Operating Officer shall render statements of such accounts; and he shall have
all powers and shall perform all duties incident to the office of Secretary and
shall also have such other powers and shall perform such other duties as may
from time to time be assigned to him by these Bylaws or by the Board of
Directors, the Chief Executive Officer or the Chief Operating Officer.

         SECTION 3.8 POWERS AND DUTIES OF THE TREASURER. The Treasurer shall
have custody of, and when proper shall pay out, disburse or otherwise dispose
of, all funds and securities of

                                       7




the Corporation which may have come into his hands; he may endorse on behalf of
the Corporation for collection checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such bank or banks or
depositary or depositaries as the Board of Directors may designate; he shall
sign all receipts and vouchers for payments made to the Corporation; he shall
enter or cause to be entered regularly in the books of the Corporation kept for
the purpose full and accurate accounts of all moneys received or paid or
otherwise disposed of by him and whenever required by the Board of Directors,
the Executive Chairman, the Chief Executive Officer or the Chief Operating
Officer shall render statements of such accounts; he shall, at all reasonable
times, exhibit his books and accounts to any Director of the Corporation upon
application at the office of the Corporation during business hours; and he shall
have all powers and he shall perform all duties incident to the office of
Treasurer and shall also have such other powers and shall perform such other
duties as may from time to time be assigned to him by these Bylaws or by the
Board of Directors, the Chief Executive Officer or the Chief Operating Officer.

         SECTION 3.9 ADDITIONAL OFFICERS. The Board of Directors may from time
to time elect such other officers (who may but need not be Directors), including
a Controller, Assistant Treasurers, Assistant Secretaries and Assistant
Controllers, as the Board of Directors may deem advisable and such officers
shall have such authority and shall perform such duties as may from time to time
be assigned to them by the Board of Directors, the Chief Executive Officer or
the Chief Operating Officer.

         The Board of Directors may from time to time by resolution delegate to
any Assistant Treasurer or Assistant Treasurers any of the powers or duties
herein assigned to the Treasurer; and may similarly delegate to any Assistant
Secretary or Assistant Secretaries any of the powers or duties herein assigned
to the Secretary.

         SECTION 3.10 VOTING UPON STOCKS. Unless otherwise ordered by the Board
of Directors, the Executive Chairman, the Chief Executive Officer or the Chief
Operating Officer shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of the Corporation
to execute proxies to vote, at any meeting of shareholders of any corporation in
which the Corporation may hold stock, or to execute any consent in lieu of such
a meeting, and at any such meeting or by any such consent shall possess and may
exercise, in person or by proxy, any and all rights, powers and privileges
incident to the ownership of such stock. The Board of Directors may from time to
time, by resolution, confer like powers upon any other person or persons.

         SECTION 3.11 COMPENSATION OF OFFICERS. The officers of the Corporation
shall be entitled to receive such compensation for their services as shall from
time to time be determined by the Board of Directors.

                                       8




                                   ARTICLE IV.

                                 INDEMNIFICATION

         SECTION 4.1 NATURE OF INDEMNITY. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a Director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he or she is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful; except that in the case of an action or suit by or in the
right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the North Carolina
Business Court or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the North Carolina Business Court
or such other court shall deem proper.

         The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

         SECTION 4.2 SUCCESSFUL DEFENSE. To the extent that a Director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
4.1 or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

         SECTION 4.3 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification of a Director or officer of the Corporation under Section 4.1
(unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the Director or


                                       9




officer is not proper in the circumstances because he or she has not met the
applicable standard of conduct set forth in Section 4.1. Any indemnification of
an employee or agent of the Corporation under Section 4.1 (unless ordered by a
court) may be made by the Corporation upon a determination that indemnification
of the employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Section 4.1. Any such
determination shall be made (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the shareholders.

         SECTION 4.4 ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a Director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation as authorized in this
Article IV. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate. The Board of Directors may authorize the Corporation's legal
counsel to represent such Director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

         SECTION 4.5 SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the North Carolina Business Corporation Act are in effect and any
repeal or modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously existing or any
action, suit, or proceeding previously or thereafter brought or threatened based
in whole or in part upon any such state of facts. Such a contract right may not
be modified retroactively without the consent of such Director, officer,
employee or agent.

         The indemnification provided by this Article IV shall not be deemed
exclusive of any other rights to which a person indemnified may be entitled
under any bylaw, agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person. The
Corporation may enter into an agreement with any of its Directors, officers,
employees or agents providing for indemnification and advancement of expenses,
including attorneys fees, that may change, enhance, qualify or limit any right
to indemnification or advancement of expenses created by this Article IV.

         SECTION 4.6 SEVERABILITY. If this Article IV or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal,

                                       10




administrative or investigative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article IV that shall not have been invalidated and to the fullest extent
permitted by applicable law.

         SECTION 4.7 SUBROGATION. In the event of payment of indemnification to
a person described in Section 4.1, the Corporation shall be subrogated to the
extent of such payment to any right of recovery such person may have and such
person, as a condition of receiving indemnification from the Corporation, shall
execute all documents and do all things that the Corporation may deem necessary
or desirable to perfect such right of recovery, including the execution of such
documents necessary to enable the Corporation effectively to enforce any such
recovery.

         SECTION 4.8 NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article IV to make any payment in connection with any claim
made against a person described in Section 4.1 to the extent such person has
otherwise received payment (under any insurance policy, bylaw or otherwise) of
the amounts otherwise payable as indemnity hereunder.


                                   ARTICLE V.

                             STOCK-SEAL-FISCAL YEAR

         SECTION 5.1 CERTIFICATES FOR SHARES OF STOCK. The certificates for
shares of stock of the Corporation shall be in such form, not inconsistent with
the Articles of Incorporation, as shall be approved by the Board of Directors.
All certificates shall be signed by the Executive Chairman, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall not be valid unless so signed.

         In case any officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates had not ceased
to be such officer or officers of the Corporation.

         All certificates for shares of stock shall be consecutively numbered as
the same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall be
entered on the books of the Corporation.

         Except as hereinafter provided, all certificates surrendered to the
Corporation for transfer shall be canceled, and no new certificates shall be
issued until former certificates for the same number of shares have been
surrendered and canceled.

         SECTION 5.2 LOST, STOLEN OR DESTROYED CERTIFICATES. Whenever a person
owning a certificate for shares of stock of the Corporation alleges that it has
been lost, stolen or destroyed, he or she shall file in the office of the
Corporation an affidavit setting forth, to the best of his or

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her knowledge and belief, the time, place and circumstances of the loss, theft
or destruction, and, if required by the Board of Directors, a bond of indemnity
or other indemnification sufficient in the opinion of the Board of Directors to
indemnify the Corporation and its agents against any claim that may be made
against it or them on account of the alleged loss, theft or destruction of any
such certificate or the issuance of a new certificate in replacement therefor.
Thereupon the Corporation may cause to be issued to such person a new
certificate in replacement for the certificate alleged to have been lost, stolen
or destroyed. Upon the stub of every new certificate so issued shall be noted
the fact of such issue and the number, date and the name of the registered owner
of the lost, stolen or destroyed certificate in lieu of which the new
certificate is issued.

         SECTION 5.3 TRANSFER OF SHARES. Shares of stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof, in
person or by his or her attorney duly authorized in writing, upon surrender and
cancellation of certificates for the number of shares of stock to be
transferred, except as provided in Section 5.2.

         SECTION 5.4 REGULATIONS. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of stock of the
Corporation.

         SECTION 5.5 RECORD DATE. The Board of Directors may fix a future date
as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. Such record date may not be more
than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date for the adjourned meeting,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.

         If no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day before the first notice of the meeting is
delivered to shareholders; the record date for determining shareholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is delivered to the Corporation; and the record date
for determining shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

         The Board of Directors may fix a date as the record date for
determining shareholders entitled to a distribution or share dividend. If no
record date is fixed by the Board of Directors for such determination, it is the
date the Board of Directors authorizes the distribution or share dividend.

         SECTION 5.6 DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.

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         Subject to the provisions of the Articles of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine. If the date fixed for
the payment of any dividend shall in any year fall upon a legal holiday, then
the dividend payable on such date shall be paid on the next day not a legal
holiday.

         SECTION 5.7 CORPORATE SEAL. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be kept
in the custody of the Secretary. A duplicate of the seal may be kept and be used
by any officer of the Corporation designated by the Board of Directors, the
Executive Chairman, the Chief Executive Officer or the Chief Operating Officer.

         SECTION 5.8 FISCAL YEAR. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                                   ARTICLE VI.

                            MISCELLANEOUS PROVISIONS

         SECTION 6.1 CHECKS, NOTES, ETC. All checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed and, if so required by the Board of Directors, countersigned by such
officers of the Corporation and/or other persons as the Board of Directors from
time to time shall designate.

         Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be endorsed
for deposit to the credit of the Corporation with a duly authorized depository
by the Treasurer and/or such other officers or persons as the Board of Directors
from time to time may designate.

         SECTION 6.2 LOANS. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank, trust company or
other institution or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the Corporation. When authorized so to do,
any officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. Such authority may be general or confined
to specific instances.

         SECTION 6.3 CONTRACTS. Except as otherwise provided in these Bylaws or
by law or as otherwise directed by the Board of Directors, the Executive
Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer or any Vice President shall be authorized to execute and
deliver, in the name and on behalf of the Corporation, all agreements, bonds,
contracts, deeds, mortgages, and other instruments, either for the Corporation's
own account or in a fiduciary or other capacity, and the seal of the
Corporation, if appropriate, shall

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be affixed thereto by any of such officers or the Secretary or an Assistant
Secretary. The Board of Directors, the Executive Chairman, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice
President designated by the Board of Directors may authorize any other officer,
employee or agent to execute and deliver, in the name and on behalf of the
Corporation, agreements, bonds, contracts, deeds, mortgages, and other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation thereto. The
grant of such authority by the Board of Directors or any such officer may be
general or confined to specific instances.

         SECTION 6.4 WAIVERS OF NOTICE. Whenever any notice whatever is required
to be given by law, by the Articles of Incorporation or by these Bylaws to any
person or persons, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

         SECTION 6.5 OFFICES OUTSIDE OF NORTH CAROLINA. Except as otherwise
required by the laws of the State of North Carolina, the Corporation may have an
office or offices and keep its books, documents and papers outside of the State
of North Carolina at such place or places as from time to time may be determined
by the Board of Directors, the Executive Chairman, the Chief Executive Officer
or the Chief Operating Officer.

         SECTION 6.6 DEFINITIONS. Unless the context otherwise requires, terms
used in these Bylaws shall have the meanings assigned to them in the North
Carolina Business Corporation Act to the extent defined therein.

                                  ARTICLE VII.

                                   AMENDMENTS

         Subject to the Stockholders Agreement, these Bylaws and any amendment
thereof may be altered, amended or repealed, or new Bylaws may be adopted, by
the Board of Directors at any regular or special meeting by the affirmative vote
of a majority of all of the members of the Board of Directors, provided in the
case of any special meeting at which all of the members of the Board of
Directors are not present, that the notice of such meeting shall have stated
that the amendment of these Bylaws was one of the purposes of the meeting; but
these Bylaws and any amendment thereof may be altered, amended or repealed or
new Bylaws may be adopted by the holders of a majority of the total outstanding
stock of the Corporation entitled to vote at any annual meeting or at any
special meeting, provided, in the case of any special meeting, that notice of
such proposed alteration, amendment, repeal or adoption is included in the
notice of the meeting. These Bylaws may not be amended in any manner
inconsistent with the Stockholders Agreement.

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