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Bylaws - SmartPros Ltd.

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                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                 SMARTPROS LTD.
                            (A DELAWARE CORPORATION)

                ------------------------------------------------

                                    ARTICLE I

                                     OFFICES

       SECTION 1.    PRINCIPAL   OFFICE.   The  principal   business  office  of
SmartPros  Ltd.  (the  "Corporation")  shall be at such location as the Board of
Directors of the Corporation (the "Board") shall, from time to time designate.

       SECTION 2.    OTHER  OFFICES.  The  Corporation  may also have offices at
such other places,  both within and without the State of Delaware,  as the Board
of Directors of the Corporation ("the Board") may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

       SECTION 1.    PLACE  OF  MEETINGS.   Meetings  of  stockholders  for  all
purposes  may be held at such time and  place,  within or  without  the State of
Delaware, as determined by the Board in its sole and absolute discretion.

       SECTION 2.    ANNUAL MEETING.  An annual meeting of stockholders shall be
held  once  each  calendar  year  on such  date  and at such  time as  shall  be
designated  from  time to time by the  Board  and  stated  in the  notice of the
meeting  or in a duly  executed  waiver  of  notice  of  such  meeting.  At such
meetings,  the  stockholders  shall elect the members of the Board and  transact
such other business as may properly be brought before the meeting.

       SECTION 3.    LIST OF  STOCKHOLDERS.  At least ten (10) days  before each
meeting of the stockholders, a complete list of stockholders entitled to vote at
said meeting or any adjournment thereof, arranged in alphabetical order with the
address of and the number of voting  shares  held by each,  shall be prepared by
the officer or agent having charge of the stock transfer books. Such list, for a
period  of ten (10)  days  prior to such  meeting,  shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to  inspection  by any  stockholder  at any time during  usual  business
hours.  Such list shall be  produced  and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any stockholder who may be present.

       SECTION 4.    SPECIAL MEETINGS. Special meetings of stockholders, for any
purpose or purposes,  unless otherwise prescribed by statute, the Certificate of
Incorporation  of the Corporation,  or these bylaws,  may be called by providing
notice in the  manner  prescribed  in  Section 5 of this  Article II only by the
Board.

<PAGE>


       SECTION 5.    NOTICE.  (a) Written or printed  notice  stating the place,
date and hour of a meeting of  stockholders,  and, in case of a special meeting,
the purpose or purposes  for which the meeting is called,  shall be delivered by
or at the  direction  of the  Chief  Executive  Officer,  the  President  or the
Secretary,  to each  stockholder of record entitled to vote at such meeting,  by
hand,  by mail  via the  United  States  Postal  Service,  postage  prepaid,  by
expedited  courier,  by facsimile,  by electronic  mail, by telex,  by messenger
service,  or by any other method permitted by the General Corporation Law of the
State of Delaware,  PROVIDED,  HOWEVER,  such notice shall not be delivered less
than  twenty  (20) days,  nor more than  sixty (60) days  before the date of the
meeting, or in the event of a merger or consolidation, not less than twenty (20)
days before the date of the meeting.

       (b)    Notice  need not be given to a  stockholder  if: (1) notice of two
consecutive  annual  meetings  and all notices of any  meetings  held during the
period  between  those  annual  meetings  have been mailed to such  stockholder,
addressed  at  such  stockholder's  address  as  shown  on  the  records  of the
Corporation,  and have been returned undeliverable;  or (2) all (but in no event
less  than two)  payments  (if sent by first  class  mail) of  distributions  or
interest  on  securities  during a  12-month  period  have  been  mailed to such
stockholder,  addressed at such stockholder's address as shown on the records of
the  Corporation,  and  have  been  returned  undeliverable.  However,  if  such
stockholder  delivers by hand,  registered  or certified  mail,  return  receipt
requested,  postage  prepaid,  and addressed to the Corporation a written notice
setting forth such stockholder's current address, the notice requirement of this
Section 5 shall be reinstated.

       SECTION 6.    QUORUM.  At each  meeting  the  holders  of not  less  than
one-third of the shares  issued and  outstanding  and entitled to vote  thereat,
present  in  person  or  represented  by  proxy,  shall be  requisite  and shall
constitute a quorum of stockholders  for the transaction of business;  PROVIDED,
HOWEVER,  in no event  shall a quorum  consist of the  holders of less than such
number of shares as may be required by statute.  If, however,  such quorum shall
not be present or  represented  at any  meeting  of  stockholders,  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
power to adjourn the meeting, until a quorum shall be present or represented. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

       SECTION 7.    VOTING BY  STOCKHOLDERS.  (a) With  respect  to any  matter
other than the election of Directors or a matter for which the affirmative  vote
of the holders of a specified portion of the shares entitled to vote is required
by the General Corporation Law of the State of Delaware, the affirmative vote of
the  holders of a majority  of the shares  entitled  to vote on that  matter and
represented in person or by proxy at a meeting of stockholders at which a quorum
is present shall be the act of the  stockholders,  unless otherwise  provided in
the  Certificate of  Incorporation  of the  Corporation  or these bylaws.  Every
stockholder  entitled to vote at any  meeting  shall be entitled to one vote for
each share of stock entitled to vote and held by him of record on the date fixed
as the record date for said meeting and may so vote in person or in proxy.

       (b)    Unless  otherwise  provided in the Certificate of Incorporation of
the  Corporation or these bylaws,  Directors  shall be elected by a plurality of
the votes cast by the  holders of shares  entitled  to vote in the  election  of
Directors  at a  meeting  of  stockholders  at which a quorum  is  present.  The
election of Directors need not be by written ballot.

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<PAGE>


       (c)    (i)    At an annual or special meeting of stockholders,  only such
business  shall be  conducted,  and only  such  proposals  shall be acted  upon,
including,  without  limitation,  the  nomination of persons for election to the
Board,  as shall have been properly  brought before an annual or special meeting
of  stockholders.  To be properly brought before an annual or special meeting of
stockholders,  business must be (i) in the case of a special meeting,  specified
in the notice of the special meeting given pursuant to Section 5 of this Article
II of these bylaws or (ii) in the case of an annual  meeting,  properly  brought
before the meeting by, or at the direction of, the Board by any  stockholder  of
the  Corporation who properly  complies with the notice  procedures set forth in
paragraph (ii) of this Section 7(c).

              (ii)   For a nomination or proposal to be properly  brought before
an annual  meeting by a  stockholder,  the  stockholder  must have given  timely
notice  thereof in writing to the  Secretary of the  Corporation.  To be timely,
such  stockholder's  notice must be delivered  to, or mailed to and received at,
the principal  executive  offices of the  Corporation  not less than thirty (30)
days and not more than sixty (60) days prior to the  scheduled  annual  meeting,
regardless of any postponements,  deferrals or adjournments of that meeting to a
later  date;  PROVIDED,  HOWEVER,  that if less than forty (40) days'  notice or
prior public  disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder,  to be timely, must be so delivered or received
not later  than the close of  business  on the tenth  (10th) day  following  the
earlier  of the day on which  such  notice of the date of the  scheduled  annual
meeting  was  mailed or the day on which  such  public  disclosure  was made.  A
stockholder's notice to the Secretary shall set forth (A) as to each person whom
the stockholder  proposes to nominate for election to the Board, 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,  without limitation,  such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected and (B)
as to any other  matter  the  stockholder  proposes  to bring  before the annual
meeting,  a brief  description of the proposal  desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting;  and (C) as to any matter the stockholder  proposes to bring before the
annual meeting  (including  the  nomination for election of Directors),  (x) the
name and address, as they appear on the Corporation's  books, of the stockholder
proposing such business and any other  stockholders known by such stockholder to
be supporting such proposal (or nomination),  (y) the class and number of shares
of the  Corporation's  stock which are beneficially  owned by the stockholder on
the date of such  stockholder's  notice and by any other  stockholders  known by
such  stockholder to be supporting  such proposal (or nomination) on the date of
such  stockholder's  notice and (z) any financial interest of the stockholder in
such proposal (or nomination).

              (iii)  The presiding officer of the meeting of  stockholders shall
have  the  power  and  duty to  determine  whether  a  stockholder  proposal  or
nomination,  as the case may be, was made in  accordance  with the terms of this
Section  7(c) and,  if a  stockholder  proposal  or  nomination  was not made in
accordance with such terms, to declare that such proposal or nomination shall be
disregarded.

              (iv)   Nothing   in  this   Section   7(c)   shall   prevent   the
consideration  and  approval  or  disapproval  at a meeting of  stockholders  of
reports of officers,  directors and committees of the Board;  but, in connection
with such reports,  no business  shall be acted upon at such meeting  unless the
procedures set forth in this Section 6 are complied with.

                                       3
<PAGE>


       SECTION 8.    PROXIES. Every stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for any such stockholder by proxy.  Every proxy
must be signed by the  stockholder  entitled  to vote or by his duly  authorized
attorney-in-fact  and shall be valid  only if filed  with the  Secretary  of the
Corporation  or with the Secretary of the meeting prior to the  commencement  of
voting on the  matter in regard  to which  said  proxy is to be voted.  No proxy
shall be valid  after  the  expiration  of  eleven  months  from the date of its
execution unless otherwise expressly provided in the proxy. Every proxy shall be
revocable  at the  pleasure  of the  person  executing  it unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest.  Unless the proxy by its terms  provides for a specific  revocation
date and except as otherwise  provided by statute,  revocation  of a proxy shall
not be effective  unless and until such revocation is executed in writing by the
stockholder  who  executed  such  proxy  and the  revocation  is filed  with the
Secretary of the  Corporation  or with the Secretary of the meeting prior to the
voting of the proxy.

       SECTION 9.    VOTING  PROCEDURE.  Each outstanding  share,  regardless of
class,  shall be entitled to one vote on each  matter  submitted  to a vote at a
meeting  of  stockholders,  except to the extent  that the voting  rights of the
shares of any class or classes  are limited or denied or special  voting  rights
are provided by the  Certificate of  Incorporation  of the  Corporation.  At any
meeting of  stockholders,  every  stockholder  having the right to vote shall be
entitled  to vote in person,  by proxy  appointed  by an  instrument  in writing
subscribed by such  stockholder  (as set forth in Section 8 of this Article II),
or by his duly authorized attorney-in-fact.

       SECTION 10.   RECORD   DATE.   (a)  For  the   purpose   of   determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment   thereof,  or  entitled  to  receive  a  distribution  by  the
Corporation (other than a distribution involving a purchase or redemption by the
Corporation of any of its own shares) or a share dividend, or in order to make a
determination   of  stockholders  for  any  other  proper  purpose  (other  than
determining  stockholders entitled to consent to action by stockholders proposed
to be taken without a meeting of  stockholders),  the Board may provide that the
share transfer records shall be closed for a stated period but not to exceed, in
any case,  sixty (60) days. If the shares  transfer  records shall be closed for
the purpose of  determining  stockholders  entitled to notice of or to vote at a
meeting of stockholders, such records shall be closed for at least ten (10) days
immediately  preceding  such  meeting.  In lieu of  closing  the share  transfer
records,  these bylaws or, in the absence of an applicable  bylaw, the Board 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, and which record date
in any case to be not more than sixty (60) days and, in the case of a meeting of
stockholders,  not  less  than  ten (10)  days,  prior to the date on which  the
particular  action requiring such  determination of stockholders is to be taken.
If the share transfer records are not closed and no record date is fixed for the
determination  of stockholders  entitled to notice of or to vote at a meeting of
stockholders,  or stockholders  entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own  shares) or a share  dividend,  the date on which  notice of the  meeting is
mailed  or the  date  on  which  the  resolution  of the  Board  declaring  such
distribution  or share  dividend  is adopted,  as the case may be,  shall be the
record date for such  determination  of  stockholders.  When a determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this subsection,  such determination  shall apply to any adjournment
thereof, except where the determination has been made through the closing of the
share transfer records and the stated period of closing has expired.

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<PAGE>


       (b)    For the  purpose of  determining  stockholders  entitled to call a
special  meeting of  stockholders  pursuant to Section 4 of this Article II, the
record  date  shall be the date the first  stockholder  signs the  notice of the
meeting.

       (c)    Unless  a  record  date  shall  have   previously  been  fixed  or
determined  pursuant to this  Section 10,  whenever  action by  stockholders  is
proposed  to be taken by consent in writing  without a meeting of  stockholders,
the Board may fix a record  date for the  purpose  of  determining  stockholders
entitled to consent to that action,  which  record date shall not  precede,  and
shall not be more than ten (10) days after,  the date upon which the  resolution
fixing the record date is adopted by the Board. If no record date has been fixed
by the Board and the prior  action of the Board is not  required  by the General
Corporation  Law of the  State of  Delaware,  the  record  date for  determining
stockholders entitled to consent to action in writing without a meeting 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 in the manner  provided
by Section  11(c) of this Article II. If no record date shall have been fixed by
the  Board  and the  prior  action  of the  Board  is  required  by the  General
Corporation  Law of the  State of  Delaware,  the  record  date for  determining
stockholders entitled to consent to action in writing without a meeting shall be
at the close of  business  on the date on which the  Board  adopts a  resolution
taking such prior action.

       SECTION 11.   ACTION WITHOUT MEETING;  TELEPHONE MEETINGS. (a) Any action
required  or  permitted  to  be  taken  at a  meeting  of  stockholders  of  the
Corporation 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 shares having not less than the minimum number
of votes that would be  necessary  to take such action at a meeting at which the
holders of all shares  entitled to vote on the action were present and voted and
shall be  delivered,  to the  Corporation's  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,  in the manner  prescribed by subsection (c) of this
Section 11.

       (b)    Every  written  consent  shall bear the date of  signature of each
stockholder  who signs the consent and no written  consent shall be effective to
take the action  that is the subject of the consent  unless,  within  sixty (60)
days after the date of the earliest dated consent  delivered to the Corporation,
in the manner  prescribed  by  subsection  (c) of this  Section 11, the consents
signed by a  sufficient  number of holders of shares that would be  necessary to
take such  action at a meeting at which the  holders of all shares  entitled  to
vote on the  action  were  present  and  voted and  shall be  delivered,  to the
Corporation's 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.

       (c)    For  purposes  of this  Section  11, the  delivery  of the written
consent  or  consents  shall be by hand,  by mail via the United  States  Postal
Service,  postage prepaid,  by expedited  courier,  by facsimile,  by electronic
mail, or any other method permitted by the General  Corporation Law of the State
of  Delaware,   PROVIDED,  HOWEVER,  any  delivery  made  to  the  Corporation's
registered  office shall be by hand or by registered or certified  mail,  return
receipt requested, and postage prepaid.

       (d)    Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original  written  consent for
any and all purposes for which the

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<PAGE>


original  written consent could be used,  provided that such copy,  facsimile or
other  reproduction  shall be a complete  reproduction  of the  entire  original
written consent.

       (e)    Prompt notice of the taking of any action by stockholders  without
a  meeting  by less  than  unanimous  written  consent  shall  be given to those
stockholders who did not consent in writing to the action.

       (f)    Subject to the notice  provisions  of Section 5 of this Article II
and unless  otherwise  restricted by the  Certificate  of  Incorporation  of the
Corporation,  stockholders  may  participate  in and hold a meeting  by means of
video or telephone conferencing,  or similar communications methods or any other
remote  communication  methods  permitted by the General  Corporation Law of the
State of Delaware,  by means of which all persons  participating  in the meeting
can hear each other, and participation in such meeting shall constitute presence
in person at such  meeting,  except  where a person's  participation  is for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

       SECTION 12.   INSPECTORS  AT  MEETINGS.  In advance of any  stockholders'
meeting,  the Board may appoint one or more  inspectors to act at the meeting or
at any adjournment  thereof and if not so appointed the person  presiding at any
such meeting may, and at the request of any stockholder entitled to vote thereat
shall, appoint one or more inspectors.  Each inspector, before entering upon the
discharge of his duties as set forth in the General Corporation Law of the State
of  Delaware,  shall take and sign an oath  faithfully  to execute the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability.

       SECTION 13.   CONDUCT OF MEETING. Except as otherwise provided in Section
11 of this Article II,  meetings of  stockholders  shall be presided over by the
Chief Executive Officer and/or the President,  or if neither the Chief Executive
Officer nor the  President is present,  by a Vice  President,  or if none of the
Chief Executive  Officer,  the President or any Vice President is present,  by a
Chairman thereby chosen by the stockholders at the meeting. The Secretary of the
Corporation,  or in his absence, an Assistant Secretary,  shall act as secretary
of every meeting but if neither the  Secretary  nor the  Assistant  Secretary is
present,  the Chairman of the meeting shall appoint any person present to act as
secretary of the meeting.

                                   ARTICLE III

                                    DIRECTORS

       SECTION 1.    MANAGEMENT.  The  business  and affairs of the  Corporation
shall be managed  under the  direction  of its Board who may  exercise  all such
powers of the  Corporation  and do all such lawful acts and things as are not by
statute or by the  Certificate of  Incorporation  of the Corporation or by these
bylaws directed or required to be exercised or done by  stockholders.  The Board
shall keep regular minutes of its proceedings.

       SECTION 2.    NUMBER;   ELECTION.   In   accordance   with  the   General
Corporation Law of the State of Delaware,  the number of Directors  constituting
the whole  Board  shall not be less than one,  nor more than  nine,  as shall be
determined from time to time by resolution of the Board in its sole  discretion.
As used in these  bylaws the phrase  "whole  Board"  shall be deemed to mean the
total  number of  Directors  that the  Corporation  would  have if there were no
vacancies.  Directors  shall be elected at the annual  meeting of  stockholders,
except as  hereinafter  provided,  and each  Director  elected shall hold office
until his successor shall be elected and shall qualify.

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       SECTION 3.    REMOVAL AND VACANCIES. Any Director may be removed only for
cause, at any annual or special meeting of stockholders by the affirmative  vote
of  a  majority  in  number  of  the  issued  and  outstanding  shares  held  by
stockholders  present in person or by proxy at such meeting and entitled to vote
for the removal of such  Director,  if notice of the  intention to act upon such
matters shall have been given in the notice  calling such  meeting.  Any vacancy
occurring in the Board may be filled by the vote of a majority of the  remaining
Directors,  even if such remaining  Directors comprise less than a quorum of the
Board.  A Director  elected to fill a vacancy shall be elected for the unexpired
term of such Director's  predecessor in office.  Any position on the Board to be
filled by reason of an  increase in a number of  Directors  may be filled by the
vote of a majority  of  Directors  then in office  although  less than a quorum,
election  at an  annual  meeting  of  stockholders  or at a special  meeting  of
stockholders  duly called for such purpose,  provided that the Board may fill no
more than two such vacancies during the period between any two successive annual
meetings of stockholders.

       SECTION 4.    ELECTION OF DIRECTORS. At every election of Directors, each
stockholder entitled to vote with respect to such matter shall have the right to
vote in person or by proxy the number of voting  shares owned by him for as many
persons as there are  Directors  to be elected  and for whose  election he has a
right to vote. Cumulative voting shall be prohibited.

       SECTION 5.    PLACE OF MEETINGS.  The  Directors of the  Corporation  may
hold their  meetings,  both  regular and special,  either  within or without the
State of Delaware.

       SECTION 6.    FIRST  MEETINGS.  The first  meeting of each newly  elected
Board shall be held without  further  notice  immediately  following  the annual
meeting of stockholders,  and at the same place,  unless by unanimous consent of
the Directors then elected and serving, such time or place shall be changed.

       SECTION 7.    REGULAR  MEETINGS.  Regular  meetings of the Board shall be
held at such time and  place as shall  from  time to time be  determined  by the
Board.

       SECTION 8.    SPECIAL  MEETINGS.  Special  meetings  of the  Board may be
called by the Chief Executive  Officer or the President on not less than one (1)
hours notice delivered to each Director, by hand, by facsimile, by telephone, or
by electronic  mail.  Special  meetings may be called in like manner and on like
notice on the request of any two Directors. Except as may be otherwise expressly
provided by statute,  the  Certificate of  Incorporation  of the  Corporation or
these bylaws,  neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in a notice or waiver of notice.

       SECTION 9.    QUORUM.  At all  meetings of the Board,  the  presence of a
majority of the whole Board shall be necessary  and  sufficient  to constitute a
quorum  for the  transaction  of  business,  and the  act of a  majority  of the
Directors  present at any meeting at which there is a quorum shall be the act of
the Board,  except as may be  otherwise  specifically  provided by statute,  the
Certificate of  Incorporation  of the  Corporation or these bylaws.  If a quorum
shall not be present at any meeting of Directors,  the Directors present thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

       SECTION 10.   ACTION  WITHOUT  MEETING;  TELEPHONE  MEETINGS.  Any action
required  or  permitted  to be taken at a meeting of the Board or members of any
committee designated by

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the Board may be taken without a meeting if a consent in writing,  setting forth
the action so taken,  is signed by all the members of the whole Board or all the
members of the  committee,  as the case may be. Such consent shall have the same
force and effect as a unanimous vote at a meeting  subject to applicable  notice
provisions and unless  otherwise  restricted by the Certificate of Incorporation
of the Corporation,  members of the Board or members of any committee designated
by the Board, as the case may be, may participate in and hold a meeting by means
of video or telephone  conferencing,  or any other remote communication  methods
permitted by the General  Corporation Law of the State of Delaware,  by means of
which  all  persons  participating  in the  meeting  can hear  each  other,  and
participation  in such  meeting  shall  constitute  presence  in  person at such
meeting,  except where a person's  participation  is for the express  purpose of
objecting to the  transaction  of any business on the ground that the meeting is
not lawfully called or convened.

       SECTION 11.   CHAIRMAN  OF THE BOARD.  The Board may elect a Chairman  of
the Board to preside at their  meetings  and to perform such other duties as the
Board may from time to time assign to him.

       SECTION 12.   COMPENSATION.  Directors,  as such,  shall not  receive any
stated salary for their services,  but by resolution of the Board a fixed annual
stipend and a fixed sum and expenses of  attendance,  if any, may be allowed for
attendance  at each  regular or special  meeting  of the  Board;  provided  that
nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor. Members of any committee designated by the Board may, by resolution of
the Board, be allowed compensation for attending committee meetings.

       SECTION 13.   EXECUTIVE  COMMITTEE.  The Board may, by resolution adopted
by a majority of the whole Board,  designate an Executive Committee,  to consist
of one or more of the Directors of the Corporation.  The Executive Committee, to
the extent provided in said  resolution,  shall have and may exercise all of the
authority  of the Board in the  management  of the  business  and affairs of the
Corporation, except where action of the whole Board is required by statute or by
the Certificate of  Incorporation  of the  Corporation,  and shall have power to
authorize  the seal of the  Corporation  to be affixed  to all papers  which may
require it. The  Executive  Committee  may be terminated , and any member of the
Executive  Committee may be removed,  by the Board, by the affirmative vote of a
majority of the whole Board,  whenever in its judgment the best interests of the
Corporation will be served thereby.  The Executive  Committee shall keep regular
minutes of its proceedings and report the same to the Board when required.

       SECTION 14.   OTHER COMMITTEES. The Board may, by resolution adopted by a
majority  of the whole  Board,  designate  from  among its  members  one or more
committees,  other than an Executive  Committee,  to the extent provided in such
resolution.  Any such committee may be terminated by, and any member of any such
committee or committees may be removed by the Board, by the affirmative  vote of
a majority of the whole Board,  whenever in its  judgment the best  interests of
the Corporation  will be served thereby.  Any and all such committees shall keep
regular  minutes  of its  proceedings  and  report  the same to the  Board  when
required.

       SECTION 15.   RESIGNATIONS.  Any Director or any member of any  committee
of the Board may resign at any time by giving written  notice to the Board,  the
Chief Executive Officer,  the President and the Secretary.  Any such resignation
shall take effect at the time specified therein or, if the time is not specified
therein, upon the receipt thereof,  irrespective of whether any such resignation
shall have been accepted.

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<PAGE>


       SECTION 16.   STATUTORY  NOTICES.  The Board may appoint the Treasurer or
any other  officer of the  Corporation  to cause to be prepared and furnished to
stockholders  entitled  thereto any special  financial  notice and/or  statement
which may be required by the General Corporation Law of the State of Delaware or
by any other applicable statute.

                                   ARTICLE IV

                                     NOTICES

       SECTION 1.    METHOD.   Whenever   by   statute,   the   Certificate   of
Incorporation  of the  Corporation,  or these  bylaws,  notice is required to be
given to any  Director or  stockholder,  and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal  service,  but
any such  notice may be given in writing,  delivered  by hand or  registered  or
certified mail,  return receipt  requested,  postage prepaid,  addressed to such
Director  or  stockholder  at  such  address  as  appears  on the  books  of the
Corporation  or in any other method  permitted  by law.  Any notice  required or
permitted  to be given by mail  shall be deemed to be given at the time when the
same shall be thus deposited in the United States mail as aforesaid.

       SECTION 2.    WAIVER.  Whenever any notice is required to be given to any
stockholder  or  Director of the  Corporation  by statute,  the  Certificate  of
Incorporation of the  Corporation,  or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be deemed equivalent to the giving of such
notice.  Attendance of a stockholder or Director at a meeting shall constitute a
waiver of notice of such meeting, except where a stockholder or Director attends
for the express  purpose of objecting to the  transaction of any business on the
ground that the meeting is not lawfully  called or convened.  Consent in writing
by a  stockholder  or  Director  to any action  taken or  resolution  adopted by
stockholders  or Directors of the Corporation  shall  constitute a waiver of any
and all  notices  required  to be  given  in  connection  with  such  action  or
resolution.

                                    ARTICLE V

                                    OFFICERS

       SECTION 1.    OFFICERS.  The Board may elect or appoint a Chief Executive
Officer,  President,  one or more Vice Presidents,  a Secretary and a Treasurer,
and such other  officers  as it may  determine,  or as may be  provided in these
bylaws. Any two or more offices may be held by the same person.

       SECTION 2.    ELECTION. The Board at its initial meeting and at its first
meeting after each annual meeting of stockholders shall choose a Chief Executive
Officer, President,  Treasurer and a Secretary, none of whom need be a member of
the Board, a stockholder  or a resident of the State of Delaware.  The Board may
appoint such other officers and agents as it shall deem necessary,  who shall be
appointed for such terms and shall  exercise such powers and perform such duties
as shall be determined from time to time by the Board.

       SECTION 3.    COMPENSATION.  The  compensation of all officers and agents
of the Corporation shall be fixed by the Board.

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<PAGE>


       SECTION 4.    REMOVAL  AND  VACANCIES.  Each  officer of the  Corporation
shall hold office until his  successor  is chosen and  qualified in his stead or
until his death or until his resignation or removal from office. Any officer may
be removed  with or  without  cause by a  majority  of the  members of the Board
present at a meeting of the Board at which a quorum is represented,  whenever in
the judgment of the Board the best interests of the  Corporation  will be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  If the office becomes vacant for any reason, the
vacancy may be filled by the Board.

       SECTION 5.    CHIEF EXECUTIVE OFFICER.  The Chief Executive  Officer,  if
any, shall be the most senior officer of the  corporation and shall have all the
duties and  powers of the  President.  The Chief  Executive  Officer  shall also
perform  such other  duties and may  exercise  such other powers as from time to
time may be assigned to him or her by these bylaws or by the Board.

       SECTION 6.    PRESIDENT.  The President shall also be the Chief Executive
Officer if the  position of Chief  Executive  Officer is vacant.  Subject to the
control of the  Board,  the  President  shall have  general  supervision  of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect. The President shall execute all bonds, mortgages,
contracts and other  instruments of the Corporation  requiring a seal, under the
seal  of the  Corporation,  except  where  required  or  permitted  by law to be
otherwise  signed  and  executed  and  except  that the  other  officers  of the
Corporation  may sign and execute  documents when so authorized by these bylaws,
the Board or the President.  The President  shall preside at all meetings of the
stockholders  and the Board.  The President shall also perform such other duties
and may  exercise  such other powers as from time to time may be assigned to him
or her by these bylaws or by the Board.

       SECTION 7.    VICE  PRESIDENT.  Each Vice  President,  if any, shall have
only such powers and perform only such duties as the Board may from time to time
prescribe  or as the  President  may from  time to time  delegate  to such  Vice
President.

       SECTION 8.    SECRETARY.  The Secretary  shall attend all sessions of the
Board and all meetings of  stockholders  and record all votes and the minutes of
all  proceedings  in a book to be kept for that  purpose and shall  perform like
duties for the Executive  Committee when required.  The Secretary shall give, or
cause to be given,  notice of all meetings of stockholders  and special meetings
of the Board,  and shall  perform such other duties as may be  prescribed by the
Board or  President,  under  whose  supervision  the  Secretary  shall  be.  The
Secretary  shall keep in safe  custody  the seal of the  Corporation  and,  when
authorized  by the Board,  affix the same to any  instrument  requiring it, and,
when so affixed,  it shall be attested by the  Secretary's  signature  or by the
signature of the Treasurer or an Assistant Secretary.

       SECTION 9.    ASSISTANT  SECRETARIES.  Each Assistant Secretary,  if any,
shall have only such powers and  perform  only such duties as the Board may from
time to time prescribe or as the President may from time to time delegate.

       SECTION 10.   CHIEF FINANCIAL OFFICER.  Chief Financial Officer,  if any,
shall  have  all  the  duties  and  powers  of  the  Treasurer  including,   the
responsibilities  and authority  pertaining  to all  financial,  accounting  and
budgetary  affairs of the Corporation and such other powers as from time to time
may be  assigned  to him or her by  these  bylaws  or by the  Board.  The  Chief
Financial  Officer  shall  perform  all  other  necessary  acts  and  duties  in
connection with the administration of

                                       10
<PAGE>


the financial  affairs of the Corporation  and shall  generally  perform all the
duties  usually  appertaining  to the  office of Chief  Financial  Officer  of a
corporation.  In addition, the Chief Financial Officer shall have active control
of, and shall be responsible for, all matters  pertaining to the accounts of the
Corporation.  The Chief Financial  Officer shall:  supervise the auditing of all
payrolls  and  vouchers  of the  Corporation  and  shall  direct  the  manner of
certifying  the same;  supervise the manner of keeping all vouchers for payments
by the Corporation and all other documents  relating to such payments;  receive,
audit and consolidate all operating and financial statements of the Corporation,
its various departments, divisions and subsidiaries, if any; supervise the books
of  account  of the  Corporation,  their  arrangement  and  classification;  and
supervise  the  accounting  and auditing  practices of the  Corporation  and its
subsidiaries,  if any.  In the  absence  of the  Chief  Financial  Officer,  the
Treasurer,  the  Assistant  Treasurer  or, if there shall be more than one,  the
Assistant  Treasurers in the order  determined by the Board of Directors,  or if
there be no Assistant Treasurer or if such Assistant Treasurer is not available,
such person as shall be designated by the President shall perform the duties and
exercise the powers of the Chief Financial  Officer and shall perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

       SECTION  11.  TREASURER.  The  Treasurer  shall  have the  custody of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts and  disbursements  of the Corporation and shall deposit all monies and
other valuable  effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board,  taking proper vouchers
for such disbursements,  and shall render to the President and Directors, at the
regular  meetings of the Board,  or whenever  they may require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation,
and shall perform such other duties as the Board may  prescribe.  If required by
the Board,  the Treasurer shall give the Corporation a bond in such form in such
sum, and with surety or sureties as shall be  satisfactory  to the Board for the
faithful performance of the duties of such office and for the restoration to the
Corporation,  in case  of the  Treasurer's  death,  resignation,  retirement  or
removal from office, of all books, papers,  vouchers,  money, and other property
of whatever kind in the Treasurer's  possession or under the Treasurer's control
belonging to the Corporation.

       SECTION 12.   ASSISTANT  TREASURERS.  Each Assistant  Treasurer,  if any,
shall have only such powers and  perform  only such duties as the Board may from
time to time prescribe.

       SECTION 13.   RESIGNATIONS.  Any officer of the Corporation may resign at
any time by giving written notice to the Board, the Chief Executive Officer, the
President and the Secretary.  Any such resignation shall take effect at the time
specified  therein or, if the time is not  specified  therein,  upon the receipt
thereof, irrespective of whether any such resignation shall have been accepted.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

       SECTION 1.    CERTIFICATES.   Certificates   in  such   form  as  may  be
determined  by the Board  shall be  delivered  representing  all shares to which
stockholders are entitled. Such certificates shall be consecutively numbered and
shall be  entered  in the  books of the  Corporation  as they are  issued.  Each
certificate  shall state on the face thereof the holder's  name,  the number and
class of  shares,  and the par  value of such  shares or a  statement  that such
shares are without

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<PAGE>


par value.  They shall be signed by the Chief Executive Officer or the President
and the  Secretary or an Assistant  Secretary and may be sealed with the seal of
the Corporation or a facsimile thereof. The signature of any such officer may be
a facsimile.

       SECTION 2.    LOST  CERTIFICATES.  The Board may direct a new certificate
representing shares to be issued in place of any certificate  theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost or
destroyed.  When authorizing such issue of a new certificate,  the Board, in its
discretion and as a condition precedent to the issuance thereof, may require the
owner  of  such  lost  or   destroyed   certificate,   or  the   owner's   legal
representative,  to advertise the same in such manner as it shall require and/or
give the  Corporation  a bond in such form, in such sum, and with such surety or
sureties  as it may  direct as  indemnity  against  any  claim  that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost or destroyed.

       SECTION 3.    TRANSFER OF SHARES.  Shares of stock shall be  transferable
only on the books of the  Corporation  by the holder thereof in person or by the
holder's duly  authorized  attorney.  Upon  surrender to the  Corporation or the
transfer  agent of the  Corporation  of a certificate  representing  shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the  Corporation or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

       SECTION 4.    REGISTERED  STOCKHOLDERS.  Unless otherwise provided in the
General  Corporation Law of the State of Delaware (a) the Corporation may regard
the person in whose name any shares issued by the  Corporation are registered in
the share transfer records of the Corporation at any particular time (including,
without  limitation,  as of a record date fixed pursuant to these bylaws) as the
owner of those  shares  at that  time  for  purposes  of  voting  those  shares,
receiving  distributions  thereon or notices  in respect  thereof,  transferring
those  shares,  exercising  rights of  dissent  with  respect  to those  shares,
exercising  or  waiving  any  preemptive  right with  respect  to those  shares,
entering into  agreements  with respect to those shares,  or giving proxies with
respect  to  those  shares;  and  (b)  neither  the  Corporation  nor any of its
officers,  Directors,  employees,  or agents shall be liable for regarding  that
person as the owner of those shares at that time for those purposes,  regardless
of whether that person does not possess a certificate for those shares.

                                   ARTICLE VII

                               GENERAL PROVISIONS

       SECTION 1.    DISTRIBUTIONS AND SHARE DIVIDENDS.  Distributions and share
dividends,  subject to the provisions of the Certificate of Incorporation of the
Corporation,  if any, may be  authorized  by the Board at any regular or special
meeting.  Distributions may be paid in cash, in property,  or in the issuance of
indebtedness,  and may be in the form of a dividend on the outstanding shares of
the  Corporation,  a purchase or redemption by the Corporation of any of its own
shares,  or a payment  in  liquidation  of all or a portion of the assets of the
Corporation.  Share dividends shall be paid in authorized but unissued shares of
the  Corporation or in treasury  shares subject to the provisions of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation of
the  Corporation.  The Board may fix a record  date in the  manner  provided  in
Article II of these bylaws for the purpose of determining  stockholders entitled
to

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<PAGE>


receive a  distribution  (other  than a  distribution  involving  a purchase  or
redemption by the Corporation of any of its own shares) or share dividend.

       SECTION 2.    RESERVES.  There may be created by  resolution of the Board
out of the surplus of the Corporation  such reserve or reserves as the Directors
from  time  to  time,  in  their   discretion,   think  proper  to  provide  for
contingencies,  or to  equalize  distributions,  or to  repair or  maintain  any
property of the  Corporation,  or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

       SECTION 3.    CHECKS.  All checks or  demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.

       SECTION 4.    FISCAL YEAR. The fiscal year of the  Corporation  shall end
each year on December 31.

       SECTION 5.    SEAL. The corporate  seal shall have inscribed  thereon the
name of the  Corporation.  Said seal may be used by  causing  it or a  facsimile
thereof to be impressed or affixed or reproduced or otherwise.

       SECTION 6.    INDEMNIFICATION.  The  Corporation  shall  indemnify  every
Director and officer of the  Corporation  against,  and reimburse and advance to
every Director and officer for, all liabilities,  costs and expenses incurred in
connection with such  directorship or office and any actions taken or omitted in
such capacity to the greatest extent permitted under the General Corporation Law
of the  State  of  Delaware  and  other  applicable  laws  at the  time  of such
indemnification, reimbursement or advance payment.

       SECTION 7.    AMENDMENTS.  Except as provided herein, these bylaws may be
amended or  repealed  or new bylaws  may be adopted by the  stockholders  of the
Corporation or by the Board.

       SECTION 8.    BOOKS  AND  RECORDS.  There  shall  be  maintained  at  the
principal  office of the Corporation  books of account of all the  Corporation's
business and transactions.  There shall be maintained at the principal office of
the  Corporation or at the office of the  Corporation's  transfer agent a record
containing the names and addresses of all stockholders,  the number and class of
shares  held by such and the dates when they  respectively  became the owners of
record thereof.

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