AMENDED AND RESTATED




                             AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                      3-DIMENSIONAL PHARMACEUTICALS, INC.

             Incorporated under the Laws of the State of Delaware

                                   ARTICLE I

                              OFFICES AND RECORDS

     Section 1.1  Delaware Office.  The principal office of the Corporation in
the State of Delaware shall be located in the City of Wilmington, County of New
Castle, and the name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware.

     Section 1.2  Other Offices.  The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

     Section 1.3  Books and Records.  The books and records of the Corporation
may be kept at the Corporation's headquarters in Exton, Pennsylvania or at such
other locations within or outside the State of Delaware as may from time to time
be designated by the Board of Directors.

                                  ARTICLE II

                                 STOCKHOLDERS

     Section 2.1  Annual Meeting.  The annual meeting of the stockholders of the
Corporation shall be held at such date, place and time as may be fixed by
resolution of the Board of Directors.

     Section 2.2  Special Meeting.  Subject to the rights of the holders of any
series of preferred stock, par value $.00l per share, of the Corporation (the
"Preferred Stock") or any other series or class of stock as set forth in the
Certificate of Incorporation to elect additional directors under specified
circumstances, special meetings of the stockholders may be called only by the
Chairman of the Board or by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the "Whole Board").

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     Section 2.3  Place of Meeting.  The Board of Directors may designate the
place of meeting for any meeting of the stockholders.  If no designation is made
by the Board of Directors, the place of meeting shall be the principal office of
the Corporation.

     Section 2.4  Notice of Meeting.  Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be prepared and delivered by the Corporation not less
than ten days nor more than sixty days before the date of the meeting, either
personally, or by mail, to each stockholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation.  Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote are
present (except as otherwise provided by law), or if notice is waived by those
not present.  Any previously scheduled meeting of the stockholders may be
postponed and (unless the Certificate of Incorporation otherwise provides) any
special meeting of the stockholders may be canceled, by resolution of the Board
of Directors upon public notice given prior to the time previously scheduled for
such meeting of stockholders.

     Section 2.5  Quorum and Adjournment.  Except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority of the voting
power of the outstanding shares of the Corporation entitled to vote generally in
the election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting separately as a
class or series, the holders of a majority of the voting power of the shares of
such class or series shall constitute a quorum for the transaction of such
business.  The chairman of the meeting or a majority of the shares of Voting
Stock so represented may adjourn the meeting from time to time, whether or not
there is such a quorum (or, in the case of specified business to be voted on by
a class or series, the chairman or a majority of the shares of such class or
series so represented may adjourn the meeting with respect to such specified
business).  No notice of the time and place of adjourned meetings need be given
except as required by law.  The stockholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     Section 2.6  Proxies.  At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or as may be permitted by
law, or by his duly authorized attorney-in-fact.  Such proxy must be filed with
the Secretary of the Corporation or his representative at or before the time of
the meeting.

     Section 2.7  Notice of Stockholder Business and Nominations.

     (A) Annual Meetings of Stockholders

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          (1) Nominations of persons for election to the Board of Directors of
     the Corporation and the proposal of business to be considered by the
     stockholders may be made at an annual meeting of stockholders (a) pursuant
     to the Corporation's notice of meeting delivered pursuant to Section 2.4 of
     these Bylaws, (b) by or at the direction of the Chairman of the Board or
     the Board of Directors or (c) by any stockholder of the Corporation who is
     entitled to vote at the meeting, who complied with the notice procedures
     set forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and
     who was a stockholder of record at the time such notice is delivered to the
     Secretary of the Corporation.

          (2) For nominations or other business to be properly brought before an
     annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
     of this Bylaw, the stockholder must have given timely notice thereof in
     writing to the Secretary of the Corporation and such other business must
     otherwise be a proper matter for stockholder action.  To be timely, a
     stockholder's notice shall be delivered to the Secretary at the principal
     executive offices of the Corporation not less than sixty days nor more than
     ninety days prior to the first anniversary of the preceding year's annual
     meeting; provided, however, that in the event that the date of the annual
     meeting is advanced by more than twenty days, or delayed by more than sixty
     days, from such anniversary date, notice by the stockholder to be timely
     must be so delivered not earlier than the ninetieth day prior to such
     annual meeting and not later than the close of business on the later of the
     sixtieth day prior to such annual meeting or the tenth day following the
     day on which public announcement of the date of such meeting is first made.
     Such stockholder's notice shall set forth (a) as to each person whom the
     stockholder proposes to nominate for election or reelection as a director
     all information relating to such person that is required to be disclosed in
     solicitations of proxies for election of directors in an election contest,
     or is otherwise required, in each case pursuant to Regulation 14A under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule
     14a-11 thereunder, including such person's written consent to being named
     in the proxy statement as a nominee and to serving as a director if
     elected; (b) as to any other business that the stockholder proposes to
     bring before the meeting, a brief description of the business desired to be
     brought before the meeting, the reasons for conducting such business at the
     meeting and any material interest in such business of such stockholder and
     the beneficial owner, if any, on whose behalf the proposal is made; and (c)
     as to the stockholder giving the notice and the beneficial owner, if any,
     on whose behalf the nomination or proposal is made (i) the name and address
     of such stockholder, as they appear on the Corporation's books, and of such
     beneficial owner and (ii) the class and number of shares of the Corporation
     which are owned beneficially and of record by such stockholder and such
     beneficial owner.  In no event shall the public announcement of an
     adjournment of an annual

                                      -3-


     meeting commence a new time period for the giving of a stockholder's notice
     as described above.

          (3) Notwithstanding anything in the second sentence of paragraph
     (A)(2) of this Bylaw to the contrary, in the event that the number of
     directors to be elected to the Board of Directors of the Corporation is
     increased and there is no public announcement naming all of the nominees
     for director or specifying the size of the increased Board of Directors
     made by the Corporation at least seventy days prior to the first
     anniversary of the preceding year's annual meeting, a stockholder's notice
     required by this Bylaw shall also be considered timely, but only with
     respect to nominees for any new positions created by such increase, if it
     shall be delivered to the Secretary at the principal executive offices of
     the Corporation not later than the close of business on the tenth day
     following the day on which such public announcement is first made by the
     Corporation.

     (B) Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.4 of these Bylaws.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Bylaw and who is a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation.  In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as are specified in the Corporation's Notice of Meeting, if the
stockholder's notice as required by paragraph (A)(2) of this Bylaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth day prior to such special meeting and not later
than the close of business on the later of the sixtieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.  In no event shall the
public announcement of an adjournment of a special meeting commence a new time
period for the giving of a stockholders notice as described above.

     (C)  General.

          (1) Only persons who are nominated in accordance with the procedures
     set forth in this Bylaw shall be eligible to serve as directors and only
     such business shall be conducted at a meeting of stockholders as shall have
     been brought before the meeting in accordance with the procedures set forth
     in this Bylaw.  Except as

                                      -4-


     otherwise provided by law, the Certificate of Incorporation or these
     Bylaws, the chairman of the meeting shall have the power and duty to
     determine whether a nomination or any business proposed to be brought
     before the meeting was made in accordance with the procedures set forth in
     this Bylaw and, if any proposed nomination or business is not in compliance
     with this Bylaw, to declare that such defective proposal or nomination
     shall be disregarded.

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

          (3) Notwithstanding the foregoing provisions of this Bylaw, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Bylaw.  Nothing in this Bylaw shall be deemed to
     affect any rights of stockholders to request inclusion of proposals in the
     Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
     Act.

     Section 2.8  Procedure for Election of Directors.  Election of directors at
all meetings of the stockholders at which directors are to be elected shall be
by written ballot, and, except as otherwise set forth in the Certificate of
Incorporation with respect to the right of the holders of any series of
Preferred Stock or any other series or class of stock to elect additional
directors under specified circumstances, a plurality of the votes cast thereat
shall elect directors.  Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all matters other than the election of directors
submitted to the stockholders at any meeting shall be decided by the affirmative
vote of a majority of the voting power of the outstanding Voting Stock present
in person or represented by proxy at the meeting and entitled to vote thereon.

     Section 2.9  Inspectors of Elections; Opening and Closing the Polls.

     (A) The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof.  One or more persons may be designated as
alternate inspectors to replace any inspector who falls to act.  If no inspector
or alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable to act, at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict

                                      -5-


impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the General Corporation Law of the State of
Delaware.

     (B) The chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.

     Section 2.10  No Action Without Annual or Special Meeting.  Subject to the
rights of the holders of any series of Preferred Stock or any other series or
class of stock as set forth in the Certificate of Incorporation with respect to
such series or class, any action required or permitted by the General
Corporation Law of the State of Delaware to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of the stockholders
and may not be effected by any consent in writing in lieu of a meeting by such
stockholders.


                                  ARTICLE III

                              BOARD OF DIRECTORS

     Section 3.1  General Powers.  The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by law, by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the
stockholders.

     Section 3.2  Number, Tenure and Qualifications.  Subject to the rights of
the holders of any series of Preferred Stock, or any other series or class of
stock as set forth in the Certificate of Incorporation, to elect additional
directors under specified circumstances, the number of directors shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the Whole Board.  Subject to the rights of the holders
of any series of Preferred Stock, or any other series or class of stock as set
forth in the Certificate of Incorporation, to elect additional directors under
specified circumstances, the Board of Directors shall be classified, with
respect to the time for which the directors severally hold office, into three
classes, as nearly equal as possible in number of directors, as determined by
the Board of Directors, one class to be originally elected in 2000 for a term
expiring at the annual meeting of stockholders to be held in 2001, another class
to be originally elected in 2000 for a term expiring at the annual meeting of
stockholders to be held in 2002, and another class to be originally elected in
2000 for a term expiring at the annual meeting of stockholders to be held in
2003, with each class to hold office until its successors is elected and
qualified.  At each annual meeting of the stockholders of the Corporation, the

                                      -6-


successors of the class of directors whose term expires at that annual meeting
of stockholders shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election.  Notwithstanding the foregoing provisions of this section, each
director shall serve until his or her successor shall have been duly elected and
qualified or to his earlier death, resignation or removal.

     Section 3.3  Regular Meetings.  A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as, each annual meeting of stockholders.  The Board of Directors may,
by resolution, provide the time and place for the holding of additional regular
meetings without notice other than such resolution.

     Section 3.4  Special Meetings.  Special meetings of the Board of Directors
shall be called at the request of the Chairman of the Board, the President or a
majority of the Board of Directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place and time of the
meetings.

     Section 3.5  Notice.  Notice of any special meeting shall be given to each
director at his business or residence in writing or by telephone communication.
If mailed, such notice shall be deemed adequately delivered when deposited in
the United States mails so addressed, with postage thereon prepaid, at least
five days before such meeting.  If by facsimile transmission, such notice shall
be transmitted at least twenty-four hours before such meeting.  If by telephone,
the notice shall be given at least twelve hours prior to the time set for the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting, except for amendments to these Bylaws as provided under
Section 8.1 of Article VIII hereof.  A meeting may be held at any time without
notice if all the directors are present (except as otherwise provided by law) or
if those not present waive notice of the meeting in writing, either before or
after such meeting.

     Section 3.6  Conference Telephone Meetings.  Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

     Section 3.7  Quorum.  A whole number of directors equal to at least a
majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice.  The act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

                                      -7-


     Section 3.8  Newly Created Directorships and Vacancies.  Subject to the
rights of any holders of any series of Preferred Stock, or any other series or
class of stock as set forth in the Certificate of Incorporation, to elect
additional directors under specified circumstances, and unless the Board of
Directors otherwise determines, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies of the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other causes shall be filled only by a majority vote of
the directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term for the remainder of the full term of the class of
directors in which the vacancy occurred or in which the new directorship was
created and until such director's successor shall have been duly elected and
qualified.  No decrease in the numbers of authorized directors constituting the
entire Board of Directors shall shorten the term of any incumbent director.

     Section 3.9  Committees.

     (A) The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the Corporation.  The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee.  In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.  Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

     (B) Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for the
conduct of its business.  In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to these Bylaws.

     Section 3.10  Removal.  Subject to the rights of the holders of any series
of Preferred Stock, or any other series or class of stock as set forth in the
Certificate of Incorporation, to elect additional directors under specified
circumstances, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause.

                                  ARTICLE IV

                                   OFFICERS

                                      -8-


     Section 4.1  Elected Officers.  The elected officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, a Treasurer, and
such other officers as the Board of Directors from time to time may deem proper.
The Chairman of the Board shall be chosen from the directors.  All officers
chosen by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific
provisions of this Article IV.  Such officers shall also have powers and duties
as from time to time may be conferred by the Board of Directors or by any
committee thereof.

     Section 4.2  Election and Term of Office.  The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient.  Subject to
Section 4.7 of these Bylaws, each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign.

     Section 4.3  Chairman of the Board.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.  The
Chairman of the Board shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to his office
which may be required by law and all such other duties as are properly required
of him by the Board of Directors.  Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign all certificates, contracts, and other instruments of the
Corporation which may be authorized by the Board of Directors.  He shall make
reports to the Board of Directors and the stockholders, and shall perform all
such other duties as are properly required of him by the Board of Directors.  He
shall see that all orders and resolutions of the Board of Directors and of any
committee thereof are carried into effect.

     Section 4.4  President.  The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs.  The President shall, in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
The President may sign, alone or with the Secretary, or an Assistant Secretary,
or any other proper officer of the Corporation authorized by the Board of
Directors, certificates, contracts, and other instruments of the Corporation as
authorized by the Board of Directors.

     Section 4.5  Secretary.  The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors and all other notices
required by law or by these Bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board or the President, or by the Board of Directors,
upon whose request the meeting is called as provided in these Bylaws.

                                      -9-


He shall record all the proceedings of the meetings of the Board of Directors,
any committees thereof and the stockholders of the Corporation in a book to be
kept for that purpose, and shall perform such other duties as may be assigned to
him by the Board of Directors, the Chairman of the Board or the President. He
shall have the custody of the seal of the Corporation and shall affix the same
to all instruments requiring it, when authorized by the Board of Directors, the
Chairman of the Board or the President, and attest to the same.

     Section 4.6  Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate receipts and
disbursements in books belonging to the Corporation.  The Treasurer shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman of the Board, or the President, taking
proper vouchers for such disbursements.  The Treasurer shall render to the
Chairman of the Board, the President and the Board of Directors, whenever
requested, an account of all his transactions as Treasurer and of the financial
condition of the Corporation.  If required by the Board of Directors, the
Treasurer shall give the Corporation a bond for the faithful discharge of his
duties in such amount and with such surety as the Board of Directors shall
prescribe.

     Section 4.7  Removal.  Any officer elected by the Board of Directors may be
removed by the Board of Directors whenever, in their judgment, the best
interests of the Corporation would be served thereby.  No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or an employee plan.

     Section 4.8  Vacancies.  A newly created office and a vacancy in any office
because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.

                                   ARTICLE V

                       STOCK CERTIFICATES AND TRANSFERS

     Section 5.1  Certificates and Transfers.

     (A) The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock in such form as the appropriate officers of
the Corporation may from time to time prescribe.  The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for at least the same number of shares, with an assignment and
power of transfer endorsed thereon or attached thereto, duly executed, and

                                      -10-


with such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require.

     (B) The certificates of stock shall be signed, countersigned and registered
in such manner as the Board of Directors may by resolution prescribe, which
resolution may permit all or any of the signatures on such certificates to be in
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has 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 he were such
officer, transfer agent or registrar at the date of issue.


                                  ARTICLE VI

                                INDEMNIFICATION

     Section 6.1  Right to Indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (an "Indemnitee") who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or,
while a director or officer of the Corporation, is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or nonprofit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees) reasonably
incurred by such Indemnitee.  Notwithstanding the preceding sentence, except as
otherwise provided in Section 6.3, the Corporation shall be required to
indemnify an Indemnitee in connection with a proceeding (or part thereof)
commenced by such Indemnitee only if the commencement of such proceeding (or
part thereof) by the Indemnitee was authorized by the Board of Directors of the
Corporation.

     Section 6.2  Prepayment of Expenses.  The Corporation shall pay the
expenses (including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
                                                --------  -------
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should be ultimately
determined that the Indemnitee is not entitled to be indemnified under this
Article VI or otherwise.

     Section 6.3  Claims.  If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within sixty days after a written
claim therefor by the

                                      -11-


Indemnitee has been received by the Corporation, the Indemnitee may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the Indemnitee is
not entitled to the requested indemnification or payment of expenses under
applicable law.

     Section 6.4  Nonexclusivity of Rights.  The rights conferred on any
Indemnitee by this Article VI shall not be exclusive of any other rights which
such Indemnitee may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.

     Section 6.5  Other Sources.  The Corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at its
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit enterprise.

     Section 6.6  Amendment or Repeal.  Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any Indemnitee in respect of any act or omission
occurring prior to the time of such repeal or modification.

     Section 6.7  Other Indemnification and Prepayment of Expenses.  This
Article VI shall not limit the right of the Corporation, to the extent and in
the manner permitted by law, to indemnify and to advance expenses to persons
other than Indemnitees when and as authorized by appropriate corporate action.


                                  ARTICLE VII

                           MISCELLANEOUS PROVISIONS

     Section 7.1  Fiscal Year.  The fiscal year of the Corporation shall begin
on the first day of January and end on the thirty-first day of December of each
year.

     Section 7.2  Dividends.  The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Certificate of
Incorporation.

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     Section 7.3  Seal.  The corporate seal shall have inscribed the name of the
Corporation thereon and shall be in such form as may be approved from time to
time by the Board of Directors.

     Section 7.4  Waiver of Notice.  Whenever any notice is required to be given
to any stockholder or director of the Corporation under the provisions of the
General Corporation Law of the State of Delaware, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.  Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the stockholders of the Board of Directors need be
specified in any waiver of notice of such meeting.

     Section 7.5  Audits.  The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be made annually.

     Section 7.6  Resignations.  Any director or any officer, whether elected or
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board, the President or the Secretary, and such
resignation shall be deemed to be effective as of the close of business on the
date said notice is received by the Chairman of the Board, the President, or the
Secretary or at such later date as is stated therein.  No formal action shall be
required of the Board of Directors or the stockholders to make any such
resignation effective.

     Section 7.7  Contracts.  Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, any contracts or other instruments
may be executed and delivered in the name and on the behalf of the Corporation
by such officer or officers of the Corporation as the Board of Directors may
from time to time direct.  Such authority may be general or confined to specific
instances as the Board may determine.  The Chairman of the Board, the President
or any Vice President may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the Corporation.  Subject
to any restrictions imposed by the Board of Directors or the Chairman of the
Board, the President or any Vice President of the Corporation may delegate
contractual powers to others under his jurisdiction, it being understood,
however, that any such delegation of power shall not relieve such officer of
responsibility with respect to the exercise of such delegated power.

     Section 7.8  Proxies.  Unless otherwise provided by resolution adopted by
the Board of Directors, the Chairman of the Board, the President or any Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to cast
the votes which the Corporation may be entitled to cast as the holder of stock
or other securities in any other corporation or other entity, any of whose

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stock or other securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation or other
entity, or to consent in writing, in the name of the Corporation as such holder,
to any action by such other corporation or other entity, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.


                                 ARTICLE VIII

                                  AMENDMENTS

     Section 8.1  Amendments.  These Bylaws may be amended, altered, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was given in the notice of
the meeting and, in the case of a meeting of the Board of Directors, in a notice
given no less than twenty-four hours prior to the meeting; provided, however,
that, notwithstanding any other provisions of the Certificate of Incorporation,
these Bylaws or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
law, the Certificate of Incorporation, any Certificate of Designation for any
series of Preferred Stock, or these Bylaws, the affirmative vote of the holders
of at least 80 percent of the voting power of all of the then-outstanding shares
of the Voting Stock of the Corporation, voting together as a single class, shall
be required in order for stockholders to alter, amend or repeal any provision of
these Bylaws or to adopt any additional bylaws.

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