EXHIBIT 3.3


                                     BY-LAWS

                                       of

                                  STAPLES, INC.

               (as amended and restated through December 1, 2000)


                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1. ANNUAL MEETING. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Board of Directors or the President (which date shall not be a legal holiday
in the place where the meeting is to be held) at the time and place to be fixed
by the Board of Directors or the President and stated in the notice of meeting.
If no annual meeting is held in accordance with the foregoing provisions, the
Board of Directors shall cause the meeting to be held as soon thereafter as
convenient. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu of the annual meeting, and any
action taken at that special meeting shall have the same effect as if it had
been taken at the annual meeting, and in such case all references in these
By-laws to the annual meeting of the stockholders shall be deemed to refer to
such special meeting.


     Section 2. SPECIAL MEETINGS. Special meetings of stockholders may be called
at any time by the chairman of the board, the president or the board of
directors. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purposes stated in the notice of the meeting.

     Section 3. PLACE OF MEETINGS. Meetings of the stockholders may be held
anywhere within or without the United States. The Board of Directors may, in its
sole discretion, determine that a meeting shall not be held at any place, but
may instead be held solely by means of remote communications in a manner
consistent with the Delaware General Corporation Law.

     Section 4. NOTICE. Except as hereinafter provided, a written or printed
notice of every meeting of stockholders stating






the place, if any, date, hour, purposes and the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting thereof shall be given by the secretary or an
assistant secretary (or by any other officer in the case of an annual meeting or
by the person or persons calling the meeting in the case of a special meeting)
not less than ten (10) days and not more than sixty (60) days before the meeting
to each stockholder entitled to vote thereat and to each stockholder who, by
law, by the certificate of incorporation or by these by-laws, is entitled to
such notice, by leaving such notice with him or at his residence or usual place
of business or by mailing it, postage prepaid, addressed to him at his address
as it appears upon the records of the corporation. Without limiting the manner
by which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the Delaware General Corporation Law) by the stockholder
to whom the notice is given. If notice is given by electronic transmission, such
notice shall be deemed given at the time specified in Section 232 of the
Delaware General Corporation Law. No notice of the place, if any, date, hour,
purposes or the means of remote communications, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote of any annual or
special meeting of stockholders need be given to a stockholder if a written
waiver of such notice, executed before or after the meeting by such stockholder
or his attorney thereunto authorized, or a waiver by electronic transmission is
filed with the records of the meeting, or to any stockholder who attends the
meeting without objecting at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened.

     Section 5. ACTION AT A MEETING. Except as otherwise provided by the
certificate of incorporation, at any meeting of the stockholders a majority of
all shares of stock then issued, outstanding and entitled to vote shall
constitute a quorum for the transaction of any business. Though less than a
quorum be present, any meeting may without further notice be adjourned to a
subsequent date or until a quorum be had, and at any such adjourned meeting any
business may be transacted which might have been transacted at the original
meeting.

     When a quorum is present at any meeting, the affirmative vote of the
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as a separate
class, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on the matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the certificate of
incorporation or the by-laws.


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When a quorum is present at any meeting, any election by stockholders shall be
determined by a plurality of the votes cast on the election.

     Except as otherwise provided by law or by the certificate of incorporation
or by these by-laws, each holder of record of shares of stock entitled to vote
on any matter shall have one vote for each such share held of record by him and
a proportionate vote for any fractional shares so held by him. Each stockholder
of record entitled to vote at a meeting of stockholders may vote in person or
may authorize another person or persons to vote for such stockholder by a proxy
executed or transmitted in a manner permitted by the General Corporation Law of
Delaware by the stockholder or such stockholder's authorized agent and delivered
(including by electronic transmission) to the Secretary of the corporation. No
proxy shall be voted or acted upon more than three years after its date unless
the proxy provides for a longer period of time. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by any one of
them unless at or prior to the exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them.

     Section 6. TABULATION OF VOTES. At any annual or special meeting of
stockholders the presiding officer shall be authorized to appoint a Teller for
such meeting. The Teller shall be responsible for tabulating or causing to be
tabulated shares voted at the meeting and reviewing or causing to be reviewed
all proxies. In tabulating votes, the Teller shall be entitled to rely in whole
or in part on tabulations and analyses made by personnel of the corporation, its
transfer agent, its registrar or such other organizations as are customarily
employed to provide such services. The Teller shall be authorized to determine
the legality and sufficiency both under the corporation's Certificate of
Incorporation and by-laws and under applicable law of all votes cast and proxies
delivered. I making the determinations authorized in the preceding sentence, the
Teller shall e entitled to rely on advice of counsel to the corporation. All
determinations by the Teller shall be subject to review by the presiding officer
(who will be entitled to rely on advice of such counsel) and to further review
by any court of competent jurisdiction.

     Section 7. NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the board of directors of the corporation
at a meeting of stockholders may be made by the board of directors or by any
stockholder of the corporation entitled to vote for the election of directors at
such meeting who complies with the notice procedures set forth in this Section
7. Such nominations, other



                                       3




than those made by or on behalf of the board of directors, shall be made by
notice, in writing delivered or mailed by first class United States mail,
postage prepaid, to the secretary of the corporation, and received not less than
60 days nor more than 90 days prior to such meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, such nomination shall have been mailed or
delivered to the secretary not later than the close of business on the 10th day
following the date on which the notice of the meeting was mailed or public
disclosure was made, whichever occurs first. Such notice shall set forth (a) as
to each proposed nominee (i) the name, age, business address and, if known,
residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the corporation's
books, of such stockholder, and (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder; and (c) as to the
beneficial owner, if any, on whose behalf the nomination is made, (i) the name
and address of such person and (ii) the class and number of shares of the
corporation which are beneficially owned by such person.

     The officer presiding at a meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

     Nothing in the foregoing provision shall obligate the corporation or the
board of directors to include in any proxy statement or other stockholder
communication distributed on behalf of the corporation or the board of directors
information with respect to any nominee for directors submitted by a
stockholder.

     Section 8. NOTICE OF BUSINESS AT MEETINGS. At a meeting of the
stockholders, only such business shall be conducted as shall have been (a)
specified in the notice of meeting (or any supplement thereto), (b) brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before an annual meeting by a



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stockholder, if such business relates to the election of directors of the
corporation, the procedures in Section 7 must be complied with. For business to
be properly brought before a special meeting by a stockholder, and for business
other than the election of directors to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the secretary of the corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be delivered or mailed to the
secretary not later than the close of business on the 10th day following the
date on which the notice of the meeting was mailed or public disclosure was
made, whichever occurs first. A stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting (a)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (c) the class and number of shares of the
corporation which are beneficially owned by such stockholder and such person, if
any, and (d) any material interest of the stockholder, and such person, if any,
in such business. Notwithstanding anything in these by-laws to the contrary, no
business shall be conducted at any meeting of stockholders except in accordance
with the procedures set forth in this Section 8 and except that any stockholder
proposal which complies with Rule 14a-8 of the proxy rules (or any successor
provision) promulgated under the Securities Exchange Act of 1934, as amended,
and is to be included in the corporation's proxy statement for an annual meeting
of stockholders shall be deemed to comply with the requirements of this Section
8.

     The officer presiding at a meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 8,
and if he should so determine, he shall so declare to the meeting that any such
business not properly brought before the meeting shall not be transacted.

     Section 9. VOTING LIST. The officer who has charge of the stock ledger of
the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting:
(i) on a reasonably


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accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during
ordinary business hours, at the principal place of business of the corporation.
If the meeting is to held at a place, then the list shall be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.



                                   ARTICLE II

                                    DIRECTORS

     Section 1. NUMBER AND ELECTION. There shall be a Board of Directors
consisting of not less than five directors. The exact number of directors
(subject to the limitation specified in the preceding sentence) shall be fixed
from time to time by the board of directors pursuant to a duly adopted
resolution. No director need be a stockholder.

     Section 2. TERMS. The directors shall be divided into three classes,
designated as Class 1, Class 2 and Class 3, as nearly equal in number as
possible as determined by the affirmative vote of a majority of the directors,
with the initial term of office of Class 1 to expire at the next annual meeting
of stockholders; the initial term of office of Class 2 to expire at the annual
meeting of stockholders held during the 1990 calendar year; and the initial term
of office of Class 3 to expire at the annual meeting of stockholders held during
the 1991 calendar year. At each annual meeting of stockholders following such
initial classification, directors whose terms expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after
their election.

     Section 3. RESIGNATIONS. Any director may resign by delivering a
resignation in writing or by electronic transmission to the corporation at its
principal office or to the president or the secretary. Such resignation shall
become effective at the time or upon the happening of the condition, if any,
specified therein or, if no such time or condition is specified, upon its
receipt.

     Section 4. REMOVAL. Any one or more of the directors may be removed from
office, with or without cause, by the vote of the holders of a majority of the
shares outstanding and entitled to



                                       6




vote in the election of directors; provided, however, that, if and for so long
as the Board of Directors is classified pursuant to Section 141(d) of the
Delaware General Corporation Law, stockholders may effect the removal of one or
more directors only for cause. At any meeting of the board of directors any
director may be removed form office for cause by vote of a majority of the
directors then in office, but only after a reasonable notice and opportunity to
be heard.

     Section 5. VACANCIES. Vacancies in the board of directors may be filled
by vote of a majority of the remaining directors or, if not yet so filled, by
the stockholders.

     Section 6. REGULAR MEETINGS. Regular meetings of the board of directors may
be held at such times and places as the board of directors may fix from time to
time and, when so fixed, no notice thereof need be given. The first meeting of
the board of directors following the annual meeting of the stockholders shall be
held without notice immediately after and at the same place as the annual
meeting of the stockholders or the special meeting held in lieu thereof. If in
any year a meeting of the board of directors is not held at such time and place,
any elections to be held or business to be transacted at such meeting may be
held or transacted at any later meeting of the board of directors with the same
force and effect as if held or transacted at such meeting. Regular meetings of
the board of directors shall be held at least once during each of the
corporation's fiscal quarters.

     Section 7. SPECIAL MEETINGS. Special meetings of the board of directors may
be called at any time by the president or secretary or by any member of the
board of directors. A written or printed notice given in person or by telephone
or sent by telegram, telecopy or electronic mail stating the place, if any, date
and hour (but not necessarily the purposes) of the meeting shall be given by the
secretary or an assistant secretary or by the officer or directors calling the
meeting at least forty-eight (48) hours before such meeting to each director by
leaving such notice with him or at his residence or usual place of business or
by mailing it, postage prepaid, sending it by prepaid telegram, addressed to him
at his last known address or sending it by electronic mail, addressed to him at
his last known electronic mail address. Notwithstanding anything above to the
contrary, a notice relating to any special meeting of the board of directors
called by a member of the board may be given in the shortest period permitted
under Delaware law, as amended from time to time. No notice of the place, if
any, date or hour of any meeting of the board of directors need be given to any
director if a written waiver of such notice, executed by him before or after the
meeting, or a waiver by electronic transmission is filed with the records of the
meeting, or to any director who attends the meeting without objecting at the
beginning of the meeting to the


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transaction of any business because the meeting is not lawfully called or
convened.

     Section 8. ACTION AT A MEETING. At any meeting of the board of directors, a
majority of the directors then in office shall constitute a quorum. Though less
than a quorum be present, any meeting may without further notice be adjourned to
a subsequent date or until a quorum be had. When a quorum is present at any
meeting a majority of the directors present may take any action on behalf of the
board except to the extent that a larger number is required by law, by the
certificate of incorporation or by these by-laws.

     Section 9. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the directors may be taken without a meeting if all the
directors consent to the action in writing or by electronic transmission and the
written consents and electronic transmissions are filed with the records of the
meetings of the directors. Such consents shall be treated for all purposes as a
vote at the meeting.

     Section 10. POWERS. The board of directors shall have and may exercise all
the powers of the corporation, except such as by law, by the certificate of
incorporation or by these by-laws are conferred upon or reserved to the
stockholders. In the event of any vacancy in the board of directors, the
remaining directors then in office, except as otherwise provided by law, shall
have and may exercise all of the powers of the board of directors until the
vacancy is filled.

     Section 11. COMMITTEES. The board of directors may elect from the board an
executive committee or one or more other committees and may delegate to any such
committee or committees any or all of the powers of the board except those which
by law, by the certificate of incorporation or by these bylaws may not be so
delegated. Such committees shall serve at the pleasure of the board of
directors. Except as the board of directors may otherwise determine, each such
committee may make rules for the conduct of its business, but, unless otherwise
determined by the board or in such rules, its business shall be conducted as
nearly as may be as is provided in these by-laws for the conduct of the business
of the board of directors.

     Section 12. MEETING BY TELECOMMUNICATIONS. Members of the board of
directors or any committee elected thereby may participate in a meeting of such
board or committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in a meeting can hear each
other and participation by such means shall constitute presence in person at the
meeting.



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                                   ARTICLE III

                                    OFFICERS

     Section 1. ENUMERATION. The officers of the corporation shall consist of a
president, a treasurer and a secretary and such other officers, including
without limitation a chairman of the board of directors and one or more vice
presidents, assistant treasurers and assistant secretaries, as the board of
directors may from time to time determine.

     Section 2. QUALIFICATIONS. No officer need be a stockholder or a director.
The same person may hold at the same time one or more offices unless otherwise
provided by law. Any officer may be required by the board of directors to give a
bond for the faithful performance of his duties in such form and with such
sureties as the board may determine.

     Section 3. ELECTIONS. The president, treasurer and secretary and the
chairman of the board of directors, if any, shall be elected annually by the
board of directors at its first meeting following the annual meeting of the
stockholders. All other officers shall be chosen or appointed by the board of
directors.

     Section 4. TERM. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, the president, treasurer and secretary and
the chairman of the board of directors, if any, shall hold office until the
first meeting of the board of directors following the next annual meeting of the
stockholders and until their respective successors are chosen and qualified. All
other officers shall hold office until the first meeting of the board of
directors following the next annual meeting of the stockholders, unless a
shorter time is specified in the vote choosing or appointing such officer or
officers.

     Section 5. RESIGNATIONS. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the president or
secretary. Such resignation shall be effective at the time or upon the happening
of the condition, if any, specified therein or, if no such time or condition is
specified, upon its receipt.

     Section 6. REMOVAL. Any officer may be removed from office with or without
cause by vote of a majority of the directors then in office.

     Section 7. VACANCIES. Vacancies in any office may be filled by the board of
directors.



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     Section 8. CERTAIN DUTIES AND POWERS. The officers designated below,
subject at all times to modification by and to the direction and control of the
board of directors, shall have and may exercise the respective duties and powers
set forth below:

          THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board of
     directors, if there be one, shall be the chief executive officer of the
     corporation and shall, when present, preside at all meetings of the board
     of directors.

          THE PRESIDENT. The President shall be the chief operating officer of
     the corporation, if there is then a chairman of the board of directors, and
     otherwise the president shall be the chief executive officer of the
     corporation and shall have general operating charge of its business. Unless
     otherwise prescribed by the board of directors, he shall, when present,
     preside at all meetings of the stockholders, and, if a director, at all
     meetings of the board of directors unless there be a chairman of the board
     of directors who is present at the meeting.

          THE TREASURER. The Treasurer shall be the chief financial officer of
     the corporation, unless otherwise specified by the board of directors, and
     shall cause to be kept accurate books of account.

          THE SECRETARY. The Secretary shall keep a record of all proceedings of
     the stockholders and of all proceedings of the board of directors in a book
     kept for that purpose. In the absence of the secretary from any meeting of
     the stockholders or from any meeting of the board of directors, an
     assistant secretary, if there be one, otherwise a secretary pro-tempore
     designated by the person presiding at the meeting, shall perform the duties
     of the secretary at such meeting.


     Section 9. OTHER DUTIES AND POWERS. Each officer, subject at all times to
these by-laws and to the direction and control of the board of directors, shall
have and may exercise, in addition to the duties and powers specifically set
forth in these by-laws, such duties and powers as are prescribed by law, such
duties and powers as are commonly incident to his office and such duties and
powers as the board of directors may from time to time prescribe.


                                   ARTICLE IV

                                  CAPITAL STOCK

     Section 1. AMOUNT AND ISSUANCE. The total number of shares and the par
value, if any, of each class of stock which the



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corporation is authorized to issue shall be stated in the certificate of
incorporation. The directors may at any time issue all or from time to time any
part of the unissued capital stock of the corporation from time to time
authorized under the certificate of incorporation and may determine, subject to
any requirements of law, the consideration for which stock is to be issued and
the manner of allocating such consideration between capital and surplus.

     Section 2. CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates stating the number and the class and the designation
of the series, if any, of the shares held by him and otherwise in form approved
by the board of directors. Each such certificate shall be signed by the chairman
or vice-chairman of the board of directors or the president or vice-president,
and by the treasurer or an assistant treasurer or the secretary or an assistant
secretary. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

     Every certificate issued for shares of stock at a time when such shares are
subject to any restriction on transfer pursuant to the certificate of
incorporation, these by-laws or any agreement to which the corporation is a
party shall have the restriction noted conspicuously on the certificate and
shall also set forth on the face or back of the certificate either (i) the full
text of the restriction or (ii) a statement of the existence of such restriction
and a statement that the corporation will furnish a copy thereof to the holder
of such certificate upon written request and without charge.

     Every certificate issued for shares of stock at a time when the corporation
is authorized to issue more than one class or series of stock shall set forth on
the face or back of the certificate either (i) the full text of the preferences,
voting powers, qualifications and special and relative rights of the shares of
each class and series, if any, authorized to be issued, as set forth in the
certificate of incorporation or (ii) a statement of the existence of such
preferences, powers, qualifications and rights and a statement that the
corporation will furnish a copy thereof to the holder of such certificate upon
written request and without charge.

     Section 3. TRANSFERS. The board of directors may make such rules and
regulations not inconsistent with the law, with the certificate of incorporation
or with these by-laws as it deems



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expedient relative to the issue, transfer and registration of stock
certificates. The board of directors may appoint a transfer agent and a
registrar of transfers or either and require all stock certificates to bear
their signatures. Except as otherwise provided by law, by the certificate of
incorporation or by these by-laws, the corporation shall be entitled to treat
the record holder of any shares of stock as shown on the books of the
corporation as the holder of such shares for all purposes, including the right
to receive notice of and to vote at any meeting of stockholders and the right to
receive any dividend or other distribution in respect of such shares.

     Section 4. RECORD DATE. The board of directors may fix in advance a time as
the record date for determining the stockholders entitled to notice of and to
vote at any meeting of stockholders and any adjournment thereof, to express
consent to a stockholder action without a meeting, or to receive payment of any
dividend or distribution to stockholders or allotment of any rights in respect
of stock or for the purpose of any other lawful action; and in such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date. Such record date fixed by the board of directors shall be not more
than sixty (60) days or less than ten (10) days before the date of any meeting
of stockholders, not more than ten (10) days after the date of adoption of a
record date for a stockholder action by written consent, and not more than sixty
(60) days before any such other action. A determination of stockholders of
record entitled to notice of and to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may in its discretion fix a new record date for the adjourned meeting.

     Section 5. LOST CERTIFICATES. The board of directors may, except as
otherwise provided by law, determine the conditions upon which a new certificate
of stock may be issued in place of any certificate alleged to have been lost,
mutilated or destroyed.


                                    ARTICLE V

                            MISCELLANEOUS PROVISIONS

     Section 1. FISCAL YEAR. The fiscal year of the corporation shall end on the
Saturday nearest to January 31 in each year; except that for the year ending in
1991, the corporation shall have the option of using a January 26 or February 2
fiscal year end date.



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     Section 2. CORPORATE SEAL. The seal of the corporation shall be in such
form as shall be determined from time to time by the board of directors.

     Section 3. CORPORATION RECORDS. The original, or attested copies. of the
certificate of incorporation, by-laws and records of all meetings of the
incorporators and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be available at all reasonable times to inspection by
any stockholder for any proper purpose but not if the purpose for which such
inspection is sought is to secure a list of stockholders or other information
for the purpose of selling said list or information or copies thereof or of
using the same for a purpose other than the interest of the applicant, as a
stockholder, relative to the affairs of the corporation.

     Section 4. VOTING OF SECURITIES. Except as the board of directors may
otherwise prescribe, the president or the treasurer shall have full power and
authority in the name and on behalf of the corporation, subject to the
instructions of the board of directors, to waive notice of, to attend, act and
vote at, and to appoint any person or persons to act as proxy or attorney in
fact for this corporation (with or without power of substitution) at any meeting
of stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.


                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 1. ACTIONS, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF
THE CORPORATION. The corporation shall indemnify each 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 (other than an action by or in the right of the corporation), by
reason of the fact that he 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, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal


                                       13



therefrom, if he acted in good faith and in a manner he 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 reason-able cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he 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 conduct was unlawful. Not-withstanding anything to the contrary
in this Article, except as set forth in Section 7 below, the corporation shall
not indemnify an Indemnitee seeking indemnification in connection with a
proceeding (or part thereof) initiated by the Indemnitee unless the initiation
thereof was approved by the Board of Directors of the corporation.

     Section 2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and amounts paid in settlement actually and
treasonably incurred by him or on his behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that 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 Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys' fees)
which the Court of Chancery of Delaware or such other court shall deem proper.

     Section 3. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY.
Notwithstanding the other provisions of this Article, to the extent that an
Indemnitee has been successful, on the merits or otherwise, in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article, or
in defense of any



                                       14





claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the corporation, (iii) a plea of
guilty or NOLO CONTENDERE by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.

     Section 4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to
his right to be indemnified, the Indemnitee must notify the corporation in
writing as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the corporation is so
notified, the corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
corporation to the Indemnitee of its election so to assume such defense, the
corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4. The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the corporation, except
as otherwise expressly provided by this Article. The corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.


                                       15




     Section 5. ADVANCE OF EXPENSES. Subject to the provisions of Section 6
below, in the event that the corporation does not assume the defense pursuant to
Section 4 of this Article of any action, suit, proceeding or investigation of
which the corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by an Indemnitee in defending a civil or
criminal action, suit, proceeding or investigation or any appeal therefrom shall
be paid by the corporation in advance of the final disposition of such matter,
provided, however, that the payment of such expenses incurred by an Indemnitee
in advance of the final disposition of such matter shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so advanced in the event that it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified by the corporation as authorized in
this Article. Such undertaking may be accepted without reference to the
financial ability of such person to make such repayment.

     Section 6. PROCEDURE FOR INDEMNIFICATION. In order to obtain
indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of
this Article, the Indemnitee shall submit to the corporation a written request,
including in such request such documentation and information as is reasonably
available to the Indemnitee and is reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to indemnification or advancement of
expenses. Any such indemnification or advancement of expenses shall be made
promptly, and in any event within 60 days after receipt by the corporation of
the written request of the Indemnitee, unless with respect to requests under
Section 1, 2, or 5 the corporation determines within such 60-day period that the
Indemnitee did not meet the applicable standard of conduct set forth in Section
1 or 2, as the case may be. Such determination shall be made in each instance by
(a) a majority vote of a quorum of the directors of the corporation consisting
of persons who are not at that time parties to the action, suit or proceeding in
question ("disinterested directors"), (b) if no such quorum is obtainable, a
majority vote of a committee of two or more disinterested directors, (c) a
majority vote of a quorum of the outstanding shares of stock of all classes
entitled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit or
proceeding in question, (d) independent legal action (who may be regular legal
counsel to the corporation), or (e) a court of competent jurisdiction.

     Section 7. REMEDIES. The right to indemnification or advances as granted by
this Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise required by law, the burden



                                       16



of proving that the Indemnitee is not entitled to indemnification or advancement
of expenses under this Article shall be on the corporation. Neither the failure
of the corporation to have made a determination prior to the commencement of
such action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the corporation pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of
conduct. The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnifi-cation, in
whole or in part, in any such proceeding shall also be indemnified by the
corporation.

     Section 8. SUBSEQUENT AMENDMENT. No amendment, termination or repeal of
this Article or of the relevant provisions of the General corporation Law of
Delaware or any other applicable laws shall affect or diminish in any way the
rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

     Section 9. OTHER RIGHTS. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee. Nothing contained in this
Article shall be deemed to prohibit, and the corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article. In addition, the corporation may, to the extent authorized from time to
time by its Board of Directors, grant indemnification rights to other employees
or agents of the corporation or other persons serving the corporation and such
rights may be equivalent to, or greater or less than, those set forth in this
Article.

     Section 10. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article to indemnification by the corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and


                                       17





any appeal therefrom but not, however, for the total amount thereof, the
corporation shall nevertheless indemnify the Indemnitee for the portion of such
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled.

     Section 11. INSURANCE. The corporation may purchase and maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the corporation or another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
such person against such expense, liability or loss under the General
corporation Law of Delaware.

     Section 12. MERGER OR CONSOLIDATION. If the corporation is merged into or
consolidated with another corporation and the corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

     Section 13. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

     Section 14. DEFINITIONS. Terms used herein and defined in Section 145(h)
and Section 145(i) of the General corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

     Section 15. SUBSEQUENT LEGISLATION. If the General Corpora-tion Law of
Delaware is amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of
Delaware, as so amended.



                                       18


                                   ARTICLE VII

                                   AMENDMENTS

     These by-laws may be amended or repealed at any annual or special meeting
of the stockholders by the affirmative vote of a majority of the shares of
capital stock then issued, outstanding and entitled to vote provided notice of
the Proposed amendment or repeal is given in the notice of the meeting. No
change in the date fixed in these by-laws for the annual meeting of the
stockholders shall be made within sixty (60) days before such date, and notice
of any change in such date shall be given to all stockholders at least twenty
(20) days before the new date fixed for such meeting.


     If authorized by the certificate of incorporation, these by-laws may also
be amended or repealed in whole or in part, or new by-laws made, by the board of
directors except with respect to any provision hereof which by law, the
certificate of incorporation of these by-laws requires action by the
stockholders.

     Notwithstanding the foregoing, the affirmative vote of the holders of
shares of stock representing at least sixty-seven percent of the outstanding
shares of stock of the corporation entitled to vote with respect to the annual
election of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, the provisions of Article II relating to the
classification of the Board of Directors into three classes.


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