BYLAWS


                                       OF


                              CRAIN HOLDINGS CORP.


                             A Delaware Corporation



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                               ARTICLE I. OFFICES

 1.1.  Registered Office and Agent...........................................1
 1.2.  Other Offices.........................................................1

                      ARTICLE II. MEETINGS OF STOCKHOLDERS

 2.1.  Annual Meeting........................................................1
 2.2.  Special Meeting.......................................................1
 2.3.  Place of Meetings.....................................................2
 2.4.  Notice................................................................2
 2.5.  Voting List...........................................................2
 2.6.  Quorum................................................................3
 2.7.  Required Vote; Withdrawal of Quorum...................................3
 2.8.  Method of Voting; Proxies.............................................3
 2.9.  Record Date...........................................................4
 2.10. Conduct of Meeting....................................................5
 2.11. Inspectors............................................................5

                             ARTICLE III. DIRECTORS

 3.1.  Management............................................................6
 3.2.  Number; Qualification; Election; Term.................................6
 3.3.  Change in Number......................................................6
 3.4.  Removal...............................................................6
 3.5.  Vacancies.............................................................7
 3.6.  Meetings of Directors.................................................7
 3.7.  First Meeting.........................................................7
 3.8.  Election of Officers..................................................7
 3.9.  Regular Meetings......................................................8
 3.10. Special Meetings......................................................8
 3.11. Notice................................................................8
 3.12. Quorum; Majority Vote.................................................8
 3.13. Procedure.............................................................8
 3.14. Presumption of Assent.................................................9
 3.15. Compensation..........................................................9

                             ARTICLE IV. COMMITTEES

 4.1.  Designation...........................................................9
 4.2.  Number; Qualification; Term...........................................9
 4.3.  Authority.............................................................9
 4.4.  Committee Changes....................................................10
 4.5.  Alternate Members of Committees......................................10
 4.6.  Regular Meetings.....................................................10
 4.7.  Special Meetings.....................................................10
 4.8.  Quorum; Majority Vote................................................10
 4.9.  Minutes..............................................................10
 4.10. Compensation.........................................................11
 4.11. Responsibility.......................................................11

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                                ARTICLE V. NOTICE

 5.1.  Method...............................................................11
 5.2.  Waiver...............................................................11

                              ARTICLE VI. OFFICERS

 6.1.  Number; Titles; Term of Office.......................................11
 6.2.  Removal..............................................................12
 6.3.  Vacancies............................................................12
 6.4.  Authority............................................................12
 6.5.  Compensation.........................................................12
 6.6.  Chairman of the Board................................................12
 6.7.  President............................................................12
 6.8.  Vice Presidents......................................................13
 6.9.  Treasurer............................................................13
 6.10. Assistant Treasurers.................................................13
 6.11. Secretary............................................................13
 6.12. Assistant Secretaries................................................14

                   ARTICLE VII. CERTIFICATES AND STOCKHOLDERS

 7.1.  Certificates for Shares..............................................14
 7.2.  Replacement of Lost or Destroyed Certificates........................14
 7.3.  Transfer of Shares...................................................15
 7.4.  Registered Stockholders..............................................15
 7.5.  Regulations..........................................................15
 7.6.  Legends..............................................................15

                     ARTICLE VIII. MISCELLANEOUS PROVISIONS

 8.1.  Dividends............................................................15
 8.2.  Reserves.............................................................15
 8.3.  Books and Records....................................................16
 8.4.  Fiscal Year..........................................................16
 8.5.  Seal.................................................................16
 8.6.  Resignations.........................................................16
 8.7.  Securities of Other Corporations.....................................16
 8.8.  Telephone Meetings...................................................16
 8.9.  Action Without a Meeting.............................................17
 8.10. Invalid Provisions...................................................18
 8.11. Mortgages, etc.......................................................18
 8.12. Headings.............................................................18
 8.13. References...........................................................18
 8.14. Amendments...........................................................18


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<PAGE>

                                     BYLAWS

                                       OF

                              CRAIN HOLDINGS CORP.


                             A Delaware Corporation


                                    PREAMBLE


     These bylaws are subject to, and governed by, the General  Corporation  Law
of the  State of  Delaware  (the  "Delaware  General  Corporation  Law") and the
certificate of  incorporation  of Crain Holdings  Corp., a Delaware  corporation
(the "Corporation"). In the event of a direct conflict between the provisions of
these bylaws and the mandatory  provisions of the Delaware  General  Corporation
Law or the provisions of the certificate of  incorporation  of the  Corporation,
such  provisions of the Delaware  General  Corporation Law or the certificate of
incorporation of the Corporation, as the case may be, will be controlling.

                                   ARTICLE I.
                                     OFFICES

     1.1.  Registered  Office and Agent.  The  registered  office and registered
agent  of the  Corporation  shall  be as  designated  from  time  to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

     1.2. 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
may from  time to time  determine  or as the  business  of the  Corporation  may
require.

                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

     2.1. Annual  Meeting.  An annual meeting of stockholders of the Corporation
shall be held  each  calendar  year on such  date  and at such  time as shall be
designated  from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed  waiver of notice of such meeting.  At such
meeting, the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting.

     2.2. Special  Meeting.  A special meeting of the stockholders may be called
at any time by the Chairman of the Board, the President, the board of directors,
and shall be called by the  President or the Secretary at the request in writing
of the  stockholders  of  record  of not less  than ten  percent  of all  shares
entitled to vote at such meeting or as otherwise  provided 



<PAGE>

by the certificate of incorporation of the Corporation.  A special meeting shall
be held on such date and at such time as shall be  designated  by the  person(s)
calling  the  meeting  and  stated  in the  notice of the  meeting  or in a duly
executed  waiver  of  notice  of such  meeting.  Only  such  business  shall  be
transacted  at a special  meeting as may be stated or indicated in the notice of
such meeting or in a duly executed waiver of notice of such meeting.

     2.3. Place of Meetings.  An annual meeting of  stockholders  may be held at
any place  within or without  the State of Delaware  designated  by the board of
directors.  A special meeting of stockholders may be held at any place within or
without the State of Delaware  designated in the notice of the meeting or a duly
executed  waiver of notice of such meeting.  Meetings of  stockholders  shall be
held  at the  principal  office  of the  Corporation  unless  another  place  is
designated for meetings in the manner provided herein.

     2.4. Notice.  Written or printed notice stating the place, day, and time of
each meeting of the stockholders and, in case of a special meeting,  the purpose
or purposes for which the meeting is called shall be delivered not less than ten
nor more than 60 days before the date of the meeting,  either  personally  or by
mail, by or at the direction of the President,  the Secretary, or the officer or
person(s) calling the meeting, to each stockholder of record entitled to vote at
such meeting. If such notice is to be sent by mail, it shall be directed to such
stockholder  at his  address as it appears  on the  records of the  Corporation,
unless he shall have  filed  with the  Secretary  of the  Corporation  a written
request  that notices to him be mailed to some other  address,  in which case it
shall be  directed  to him at such  other  address.  Notice  of any  meeting  of
stockholders  shall not be  required  to be given to any  stockholder  who shall
attend  such  meeting in person or by proxy and shall not, at the  beginning  of
such meeting,  object to the transaction of any business  because the meeting is
not  lawfully  called or  convened,  or who  shall,  either  before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

     2.5.  Voting List.  At least ten days before each meeting of  stockholders,
the  Secretary  or  other  officer  of the  Corporation  who has  charge  of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer  agent  appointed by the board of directors,  shall
prepare a complete list of  stockholders  entitled to vote thereat,  arranged in
alphabetical  order and showing the  address of each  stockholder  and number of
shares  registered  in the name of each  stockholder.  For a period  of ten days
prior to such  meeting,  such list  shall be kept on file at a place  within the
city where the  meeting is to be held,  which place  shall be  specified  in the
notice of meeting or a duly executed waiver of notice of such meeting or, if not
so specified,  at the place where the meeting is to be held and shall be open to
examination 

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by any stockholder  during ordinary  business hours. Such list shall be produced
at such meeting and kept at the meeting at all times during such meeting and may
be inspected by any stockholder who is present.

     2.6. Quorum.  The holders of a majority of the outstanding  shares entitled
to vote on a matter, present in person or by proxy, shall constitute a quorum at
any  meeting  of  stockholders,   except  as  otherwise  provided  by  law,  the
certificate of incorporation of the  Corporation,  or these bylaws.  If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders, the
stockholders  entitled to vote thereat who are  present,  in person or by proxy,
or,  if no  stockholder  entitled  to  vote  is  present,  any  officer  of  the
Corporation may adjourn the meeting from time to time, without notice other than
announcement  at  the  meeting  (unless  the  board  of  directors,  after  such
adjournment,  fixes a new record date for the adjourned meeting), until a quorum
shall be present,  in person or by proxy.  At any  adjourned  meeting at which a
quorum shall be present,  in person or by proxy,  any business may be transacted
which  may have  been  transacted  at the  original  meeting  had a quorum  been
present;  provided that, if the adjournment is for more than 30 days or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  stockholder of record entitled
to vote at the adjourned meeting.

     2.7. Required Vote;  Withdrawal of Quorum.  When a quorum is present at any
meeting,  the vote of the  holders  of at least a  majority  of the  outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question  brought before such meeting,  unless the question is one on which,  by
express   provision  of  statute,   the  certificate  of  incorporation  of  the
Corporation,  or these bylaws, a different vote is required,  in which case such
express  provision  shall govern and control the decision of such question.  The
stockholders  present at a duly  constituted  meeting  may  continue to transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders to leave less than a quorum.

     2.8.  Method of  Voting;  Proxies.  Except  as  otherwise  provided  in the
certificate of  incorporation  of the  Corporation  or by law, each  outstanding
share,  regardless  of  class,  shall be  entitled  to one  vote on each  matter
submitted to a vote at a meeting of  stockholders.  Elections of directors  need
not be by written  ballot.  At any meeting of  stockholders,  every  stockholder
having  the right to vote may vote  either in person or by a proxy  executed  in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the Secretary of the Corporation before or at the time
of the  meeting.  No proxy shall be valid after three years from the date of its
execution,  unless  otherwise  provided in the proxy.  If no date is stated in a
proxy,  such proxy shall be  presumed  to have been  executed on the date of the
meeting  at which it is to be  

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<PAGE>

voted.  Each proxy shall be revocable  unless  expressly  provided therein to be
irrevocable  and  coupled  with an  interest  sufficient  in law to  support  an
irrevocable power or unless otherwise made irrevocable by law.

     2.9. 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 payment of any dividend or other distribution or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion, or exchange of stock or for the purpose of any other lawful
action,  the board of directors  may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, for any such determination of stockholders, such date
in any case to be not more than 60 days and not less than ten days prior to such
meeting  nor more than 60 days prior to any other  action.  If no record date is
fixed:

          (i) The record date for determining stockholders entitled to notice of
     or to vote at a meeting of  stockholders  shall be at the close of business
     on the day next preceding the day on which notice is given or, if notice is
     waived, at the close of business on the day next preceding the day on which
     the meeting is held.

          (ii)  The  record  date for  determining  stockholders  for any  other
     purpose  shall be at the close of business on the day on which the board of
     directors adopts the resolution relating thereto.

          (iii) A determination  of stockholders of record entitled to notice of
     or to vote at a meeting of  stockholders  shall apply to any adjournment of
     the meeting;  provided,  however, that the board of directors may fix a new
     record date for the adjourned meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  the board of
directors  may fix a record  date,  which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the board of
directors,  and which  date  shall not be more than ten days after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  board  of
directors.  If no  record  date has been  fixed by the board of  directors,  the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting,  when no prior action by the board of directors is
required  by law or  these  bylaws,  shall be the  first  date on which a signed
written  consent  setting  forth the  action  taken or  proposed  to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of Delaware,  its  principal  place of  business,  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of

                                      -4-

<PAGE>

stockholders are recorded.  Delivery made to the Corporation's registered office
in the State of Delaware,  principal place of business, or such officer or agent
shall be by hand or by certified or registered mail,  return receipt  requested.
If no record date has been fixed by the board of  directors  and prior action by
the board of directors is required by law or these  bylaws,  the record date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a  meeting  shall be at the  close of  business  on the day on which the
board of directors adopts the resolution taking such prior action.

     2.10.  Conduct of Meeting.  The  Chairman of the Board,  if such office has
been filled,  and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of stockholders.  The
Secretary shall keep the records of each meeting of stockholders. In the absence
or  inability  to act of any  such  officer,  such  officer's  duties  shall  be
performed  by the  officer  given  the  authority  to act  for  such  absent  or
non-acting  officer  under  these  bylaws  or by some  person  appointed  by the
meeting.

     2.11. Inspectors.  The board of directors may, in advance of any meeting of
stockholders,  appoint  one or more  inspectors  to act at such  meeting  or any
adjournment  thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors  shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, 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.  The  inspectors
shall  determine  the  number  of  shares of  capital  stock of the  Corporation
outstanding  and the voting power of each,  the number of shares  represented at
the meeting,  the existence of a quorum,  and the validity and effect of proxies
and shall receive votes, ballots, or consents, hear and determine all challenges
and questions  arising in connection with the right to vote,  count and tabulate
all votes, ballots, or consents,  determine the results, and do such acts as are
proper to conduct the  election or vote with  fairness to all  stockholders.  On
request of the chairman of the meeting,  the  inspectors  shall make a report in
writing  of any  challenge,  request,  or  matter  determined  by them and shall
execute a  certificate  of any fact found by them.  No director or candidate for
the office of director  shall act as an inspector  of an election of  directors.
Inspectors need not be stockholders.

                                  ARTICLE III.
                                    DIRECTORS

     3.1.  Management.  The business and  property of the  Corporation  shall be
managed by the board of directors.  Subject to the restrictions  imposed by law,
the certificate of incorporation of the Corporation,  or these bylaws, the board
of directors may exercise all the powers of the Corporation.

                                      -5-
<PAGE>

     3.2. Number;  Qualification;  Election; Term. The number of directors which
shall  constitute the entire board of directors  shall be not less than one. The
first board of directors  shall consist of the number of directors  named in the
certificate  of  incorporation  of the  Corporation  or, if no directors  are so
named,  shall consist of the number of directors elected by the  incorporator(s)
at an  organizational  meeting or by unanimous  written consent in lieu thereof.
Thereafter,  within the limits above  specified,  the number of directors  which
shall constitute the entire board of directors shall be determined by resolution
of the board of directors or by  resolution  of the  stockholders  at the annual
meeting thereof or at a special meeting thereof called for that purpose.  Except
as  otherwise   required  by  law,  the  certificate  of  incorporation  of  the
Corporation,  or these  bylaws,  the  directors  shall be  elected  at an annual
meeting of stockholders at which a quorum is present. Directors shall be elected
by a plurality of the votes of the shares  present in person or  represented  by
proxy and entitled to vote on the election of directors. Each director so chosen
shall hold office until the first annual meeting of stockholders  held after his
election and until his successor is elected and qualified or, if earlier,  until
his death, resignation,  or removal from office. None of the directors need be a
stockholder  of the  Corporation  or a resident of the State of  Delaware.  Each
director must have attained the age of majority.

     3.3. Change in Number. No decrease in the number of directors  constituting
the entire board of directors  shall have the effect of  shortening  the term of
any incumbent director.

     3.4.  Removal.   Except  as  otherwise   provided  in  the  certificate  of
incorporation of the Corporation or these bylaws, at any meeting of stockholders
called expressly for that purpose, any director or the entire board of directors
may be removed, with or without cause, by a vote of the holders of a majority of
the  shares  then  entitled  to vote on the  election  of  directors;  provided,
however,  that so long as  stockholders  have the right to cumulate votes in the
election  of  directors  pursuant to the  certificate  of  incorporation  of the
Corporation, if less than the entire board of directors is to be removed, no one
of the  directors  may be removed if the votes cast against his removal would be
sufficient to elect him if then cumulatively  voted at an election of the entire
board of directors.

     3.5. Vacancies.  Vacancies and newly-created  directorships  resulting from
any increase in the  authorized  number of directors may be filled by a majority
of the  directors  then in  office,  though  less than a quorum,  or by the sole
remaining  director,  and each  director so chosen  shall hold office  until the
first  annual  meeting of  stockholders  held after his  election  and until his
successor is elected and qualified or, if earlier, until his death, resignation,
or removal  from office.  If there are no  directors  in office,  an election of
directors  may be held in the manner  provided  by  statute.  If, at the time of
filling any 

                                      -6-

<PAGE>

vacancy or any  newly-created  directorship,  the directors then in office shall
constitute  less than a majority of the whole board of directors (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or stockholders holding at least 10% of the total
number of the shares at the time  outstanding  having the right to vote for such
directors,  summarily order an election to be held to fill any such vacancies or
newly-created  directorships or to replace the directors chosen by the directors
then in office.  Except as otherwise provided in these bylaws,  when one or more
directors shall resign from the board of directors,  effective at a future date,
a  majority  of the  directors  then in  office,  including  those  who  have so
resigned,  shall  have the power to fill such  vacancy  or  vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective,  and each  director so chosen  shall hold office as provided in these
bylaws with respect to the filling of other vacancies.

     3.6.  Meetings of Directors.  The directors may hold their meetings and may
have an  office  and keep the  books of the  Corporation,  except  as  otherwise
provided  by  statute,  in such place or places  within or without  the State of
Delaware as the board of directors  may from time to time  determine or as shall
be specified in the notice of such meeting or duly executed  waiver of notice of
such meeting.

     3.7.  First  Meeting.  Each newly  elected  board of directors may hold its
first meeting for the purpose of  organization  and the transaction of business,
if a quorum is  present,  immediately  after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.

     3.8.  Election of Officers.  At the first meeting of the board of directors
after each annual  meeting of  stockholders  at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.

     3.9. Regular Meetings.  Regular meetings of the board of directors shall be
held at such  times  and  places  as shall be  designated  from  time to time by
resolution of the board of directors.  Notice of such regular meetings shall not
be required.

     3.10. Special Meetings. Special meetings of the board of directors shall be
held  whenever  called by the  Chairman  of the  Board,  the  President,  or any
director.

     3.11.  Notice.  The Secretary  shall give notice of each special meeting to
each  director at least 24 hours before the meeting.  Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed  waiver  of  notice or who shall  attend  such  meeting  without
protesting, prior to or at its commencement,  the lack of notice to him. Neither
the  business  to be  transacted  at, nor the 

                                      -7-

<PAGE>

purpose of, any  regular or special  meeting of the board of  directors  need be
specified in the notice or waiver of notice of such meeting.

     3.12. Quorum;  Majority Vote. At all meetings of the board of directors,  a
majority of the  directors  fixed in the manner  provided in these  bylaws shall
constitute a quorum for the  transaction  of business.  If at any meeting of the
board of  directors  there be less than a quorum  present,  a majority  of those
present or any director solely present may adjourn the meeting from time to time
without further  notice.  Unless the act of a greater number is required by law,
the certificate of incorporation of the Corporation, or these bylaws, the act of
a  majority  of the  directors  present  at a  meeting  at which a quorum  is in
attendance  shall be the act of the  board of  directors.  At any time  that the
certificate of incorporation of the Corporation  provides that directors elected
by the  holders  of a class or series of stock  shall have more or less than one
vote per director on any matter,  every  reference in these bylaws to a majority
or other  proportion of directors shall refer to a majority or other  proportion
of the votes of such directors.

     3.13. Procedure.  At meetings of the board of directors,  business shall be
transacted  in such  order as from  time to time  the  board  of  directors  may
determine.  The Chairman of the Board,  if such office has been filled,  and, if
not or if the  Chairman of the Board is absent or  otherwise  unable to act, the
President  shall  preside  at all  meetings  of the board of  directors.  In the
absence or inability to act of either such officer,  a chairman  shall be chosen
by the board of directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the board of directors
unless the board of directors appoints another person to act as secretary of the
meeting.  The board of directors  shall keep regular  minutes of its proceedings
which shall be placed in the minute book of the Corporation.

     3.14.  Presumption of Assent.  A director of the Corporation who is present
at the meeting of the board of directors at which action on any corporate matter
is taken  shall be presumed  to have  assented to the action  unless his dissent
shall be  entered  in the  minutes  of the  meeting  or unless he shall file his
written  dissent to such  action  with the  person  acting as  secretary  of the
meeting before the adjournment thereof or shall forward any dissent by certified
or registered  mail to the Secretary of the  Corporation  immediately  after the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

     3.15. Compensation.  The board of directors shall have the authority to fix
the  compensation,  including  fees  and  reimbursement  of  expenses,  paid  to
directors  for  attendance  at  regular  or  special  meetings  of the  board of
directors or any committee  thereof;  provided,  that nothing  contained  herein
shall 

                                      -8-

<PAGE>

be construed to preclude any director from serving the  Corporation in any other
capacity or receiving compensation therefor.

                                   ARTICLE IV.
                                   COMMITTEES

     4.1.  Designation.  The board of directors may, by resolution  adopted by a
majority of the entire board of directors, designate one or more committees.

     4.2.  Number;  Qualification;  Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time  by  resolution  adopted  by a  majority  of the  entire  board  of
directors.  Each committee  member shall serve as such until the earliest of (i)
the  expiration  of his term as director,  (ii) his  resignation  as a committee
member or as a  director,  or (iii) his  removal as a  committee  member or as a
director.

     4.3.  Authority.  Each committee,  to the extent expressly  provided in the
resolution  establishing such committee,  shall have and may exercise all of the
authority  of the board of  directors  in the  management  of the  business  and
property of the Corporation  except to the extent  expressly  restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.

     4.4. Committee Changes.  The board of directors shall have the power at any
time to fill  vacancies  in, to change the  membership  of, and to discharge any
committee.

     4.5. Alternate Members of Committees.  The board of directors may designate
one or more directors as alternate members of any committee.  Any such alternate
member may  replace  any  absent or  disqualified  member at any  meeting of the
committee.  If no  alternate  committee  members  have  been so  appointed  to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee  present at any meeting and not disqualified
from  voting,  whether or not he or they  constitute a quorum,  may  unanimously
appoint  another  member of the board of  directors to act at the meeting in the
place of any such absent or disqualified member.

     4.6.  Regular  Meetings.  Regular  meetings  of any  committee  may be held
without notice at such time and place as may be designated  from time to time by
the committee and communicated to all members thereof.

     4.7.  Special  Meetings.  Special  meetings  of any  committee  may be held
whenever  called by any  committee  member.  The  committee  member  calling any
special meeting shall cause notice of such special  meeting,  including  therein
the time and place of 

                                      -9-

<PAGE>

such special  meeting,  to be given to each  committee  member at least two days
before such special  meeting.  Neither the business to be transacted at, nor the
purpose of, any special meeting of any committee need be specified in the notice
or waiver of notice of any special meeting.

     4.8. Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business.  If a quorum is not present at a meeting of any
committee,  a majority of the members  present may adjourn the meeting from time
to time,  without  notice other than an  announcement  at the  meeting,  until a
quorum is present.  The act of a majority of the members  present at any meeting
at which a quorum is in attendance  shall be the act of a committee,  unless the
act of a greater number is required by law, the certificate of  incorporation of
the Corporation, or these bylaws.

     4.9.  Minutes.  Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors.  The minutes of the  proceedings of each committee shall
be delivered to the  Secretary of the  Corporation  for  placement in the minute
books of the Corporation.

     4.10.  Compensation.  Committee  members may, by resolution of the board of
directors,  be  allowed a fixed sum and  expenses  of  attendance,  if any,  for
attending any committee meetings or a stated salary.

     4.11.  Responsibility.  The designation of any committee and the delegation
of  authority  to it shall not operate to relieve the board of  directors or any
director of any responsibility imposed upon it or such director by law.

                                   ARTICLE V.
                                     NOTICE

     5.1. Method.  Whenever by statute,  the certificate of incorporation of the
Corporation,  or these  bylaws,  notice is required to be given to any committee
member,  director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required and any such notice may be
given (a) in writing,  by mail,  postage  prepaid,  addressed to such  committee
member,  director,  or  stockholder at his address as it appears on the books or
(in the case of a stockholder) the stock transfer records of the Corporation, or
(b) by any other method permitted by law (including but not limited to overnight
courier service,  telegram, telex, or telefax). Any notice required or permitted
to be given by mail shall be deemed to be  delivered  and given at the time when
the same is  deposited  in the  United  States  mail as  aforesaid.  Any  notice
required or permitted to be given by overnight  courier  service shall be deemed
to be delivered and given at the time 

                                      -10-

<PAGE>

delivered to such service with all charges  prepaid and  addressed as aforesaid.
Any notice  required or  permitted to be given by  telegram,  telex,  or telefax
shall be  deemed to be  delivered  and  given at the time  transmitted  with all
charges prepaid and addressed as aforesaid.

     5.2.  Waiver.   Whenever  any  notice  is  required  to  be  given  to  any
stockholder,  director,  or committee member 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  therein,  shall be  equivalent  to the
giving of such  notice.  Attendance  of a  stockholder,  director,  or committee
member at a meeting shall constitute a waiver of notice of such meeting,  except
where  such  person  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.

                                   ARTICLE VI.
                                    OFFICERS

     6.1. Number;  Titles; Term of Office. The officers of the Corporation shall
be a President,  a Secretary,  and such other officers as the board of directors
may from time to time elect or appoint,  including a Chairman of the Board,  one
or more Vice  Presidents  (with  each Vice  President  to have such  descriptive
title, if any, as the board of directors shall determine), and a Treasurer. Each
officer shall hold office until his  successor  shall have been duly elected and
shall have  qualified,  until his death,  or until he shall resign or shall have
been removed in the manner hereinafter provided.  Any two or more offices may be
held by the  same  person.  None of the  officers  need  be a  stockholder  or a
director of the Corporation or a resident of the State of Delaware.

     6.2.  Removal.  Any officer or agent  elected or  appointed by the board of
directors may be removed by the board of directors  whenever in its judgment the
best interest 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.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contract rights.

     6.3. Vacancies.  Any vacancy occurring in any office of the Corporation (by
death,  resignation,  removal,  or  otherwise)  may be  filled  by the  board of
directors.

     6.4. Authority.  Officers shall have such authority and perform such duties
in the  management of the  Corporation as are provided in these bylaws or as may
be determined by  resolution  of the board of directors  not  inconsistent  with
these bylaws.

     6.5. Compensation.  The compensation,  if any, of officers and agents shall
be fixed from time to time by the board of 

                                      -11-

<PAGE>

directors; provided, however, that the board of directors may delegate the power
to determine the  compensation  of any officer and agent (other than the officer
to whom such power is delegated) to the Chairman of the Board or the President.

     6.6.  Chairman of the Board.  The Chairman of the Board,  if elected by the
board of  directors,  shall have such powers and duties as may be  prescribed by
the board of  directors.  Such  officer  shall  preside at all  meetings  of the
stockholders  and  of  the  board  of  directors.  Such  officer  may  sign  all
certificates for shares of stock of the Corporation.

     6.7.  President.  The President shall be the chief executive officer of the
Corporation  and,  subject  to the board of  directors,  he shall  have  general
executive  charge,  management,  and control of the properties and operations of
the  Corporation  in the ordinary  course of its business,  with all such powers
with respect to such properties and operations as may be reasonably  incident to
such  responsibilities.  If the board of directors has not elected a Chairman of
the Board or in the absence or  inability  to act of the  Chairman of the Board,
the President  shall  exercise all of the powers and discharge all of the duties
of the Chairman of the Board. As between the Corporation and third parties,  any
action taken by the President in the  performance  of the duties of the Chairman
of the Board shall be conclusive evidence that there is no Chairman of the Board
or that the Chairman of the Board is absent or unable to act.

     6.8. Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned to him by the board of directors,  the Chairman of the Board,
or the President, and (in order of their seniority as determined by the board of
directors or, in the absence of such determination,  as determined by the length
of time they have held the office of Vice  President)  shall exercise the powers
of the President  during that officer's  absence or inability to act. As between
the Corporation  and third parties,  any action taken by a Vice President in the
performance of the duties of the President  shall be conclusive  evidence of the
absence or inability to act of the President at the time such action was taken.

     6.9. Treasurer. The Treasurer shall have custody of the Corporation's funds
and  securities,   shall  keep  full  and  accurate   account  of  receipts  and
disbursements,  shall deposit all monies and valuable effects in the name and to
the credit of the  Corporation  in such  depository  or  depositories  as may be
designated by the board of directors, and shall perform such other duties as may
be  prescribed  by the board of  directors,  the  Chairman of the Board,  or the
President.

     6.10. Assistant Treasurers. Each Assistant Treasurer shall have such powers
and duties as may be assigned to him by the board of directors,  the Chairman of
the Board,  or the  President.  The Assistant  Treasurers (in the order of their

                                      -12-

<PAGE>

seniority as  determined  by the board of directors or, in the absence of such a
determination,  as determined by the length of time they have held the office of
Assistant  Treasurer)  shall  exercise the powers of the  Treasurer  during that
officer's absence or inability to act.

     6.11.  Secretary.  Except  as  otherwise  provided  in  these  bylaws,  the
Secretary  shall keep the minutes of all meetings of the board of directors  and
of the  stockholders in books provided for that purpose,  and he shall attend to
the giving and  service of all  notices.  He may sign with the  Chairman  of the
Board or the  President,  in the name of the  Corporation,  all contracts of the
Corporation and affix the seal of the Corporation  thereto. He may sign with the
Chairman of the Board or the President all  certificates  for shares of stock of
the  Corporation,  and he shall have charge of the certificate  books,  transfer
books, and stock papers as the board of directors may direct, all of which shall
at all reasonable  times be open to inspection by any director upon  application
at the office of the  Corporation  during  business  hours.  He shall in general
perform  all  duties  incident  to the office of the  Secretary,  subject to the
control of the board of directors, the Chairman of the Board, and the President.

     6.12.  Assistant  Secretaries.  Each  Assistant  Secretary  shall have such
powers  and  duties as may be  assigned  to him by the board of  directors,  the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the board of directors or, in the absence of
such a  determination,  as  determined  by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.

                                  ARTICLE VII.
                          CERTIFICATES AND STOCKHOLDERS

     7.1.  Certificates  for  Shares.  Certificates  for  shares of stock of the
Corporation  shall  be in  such  form as  shall  be  approved  by the  board  of
directors.  The certificates shall be signed by the Chairman of the Board or the
President  or a Vice  President  and  also  by  the  Secretary  or an  Assistant
Secretary or by the Treasurer or an Assistant Treasurer.  Any and all signatures
on the  certificate  may be a  facsimile  and may be sealed with the seal of the
Corporation or a facsimile thereof. If any officer, transfer agent, or registrar
who has signed, or whose facsimile signature has been placed upon, a certificate
has  ceased  to be such  officer,  transfer  agent,  or  registrar  before  such
certificate is issued,  such  certificate 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.  The certificates  shall be  consecutively  numbered and shall be
entered in the books of the Corporation as they are issued and shall exhibit the
holder's name and the number of shares.

                                      -13-
<PAGE>

     7.2. Replacement of Lost or Destroyed Certificates.  The board of directors
may  direct  a new  certificate  or  certificates  to be  issued  in  place of a
certificate or certificates theretofore issued by the Corporation and alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate or certificates  representing  shares to be lost
or destroyed.  When  authorizing such issue of a new certificate or certificates
the board of directors may, in its  discretion  and as a condition  precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative,  to advertise the same in such manner
as it shall  require  and/or  to give the  Corporation  a bond  with a surety or
sureties  satisfactory  to the  Corporation  in  such  sum as it may  direct  as
indemnity against any claim, or expense resulting from a claim, that may be made
against the Corporation with respect to the certificate or certificates  alleged
to have been lost or destroyed.

     7.3.  Transfer  of  Shares.  Shares  of stock of the  Corporation  shall be
transferable  only on the books of the  Corporation  by the  holders  thereof in
person or by their duty  authorized  attorneys  or legal  representatives.  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,  the  Corporation or its
transfer  agent shall issue a new  certificate to the person  entitled  thereto,
cancel the old certificate, and record the transaction upon its books.

     7.4.  Registered  Stockholders.  The Corporation shall be entitled to treat
the  holder of  record  of any  share or  shares of stock as the  holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or  interest  in such share or shares on the part of any other  person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise provided by law.

     7.5. Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as they may deem expedient concerning the
issue,  transfer, and registration or the replacement of certificates for shares
of stock of the Corporation.

     7.6. Legends.  The board of directors shall have the power and authority to
provide that certificates  representing shares of stock bear such legends as the
board of directors  deems  appropriate to assure that the  Corporation  does not
become  liable  for  violations  of federal  or state  securities  laws or other
applicable law.

                                      -14-

<PAGE>

                                  ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS

     8.1.  Dividends.  Subject  to  provisions  of law  and the  certificate  of
incorporation  of the  Corporation,  dividends  may be  declared by the board of
directors  at any  regular  or  special  meeting  and may be paid  in  cash,  in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the board of directors.

     8.2. Reserves.  There may be created by the board of directors out of funds
of the Corporation  legally  available  therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies,  to equalize dividends,  or to repair or maintain any property of
the  Corporation,  or for such  other  purpose as the board of  directors  shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

     8.3.  Books and Records.  The  Corporation  shall keep correct and complete
books and  records of  account,  shall keep  minutes of the  proceedings  of its
stockholders  and board of directors and shall keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its stockholders,  giving the names and addresses of all
stockholders and the number and class of the shares held by each.

     8.4. Fiscal Year. The fiscal year of the Corporation  shall be fixed by the
board of directors; provided, that if such fiscal year is not fixed by the board
of directors and the  selection of the fiscal year is not expressly  deferred by
the board of directors, the fiscal year shall be the calendar year.

     8.5. Seal. The seal of the  Corporation  shall be such as from time to time
may be approved by the board of directors.

     8.6. Resignations. Any director, committee member, or officer may resign by
so stating at any meeting of the board of directors or by giving  written notice
to the board of  directors,  the Chairman of the Board,  the  President,  or the
Secretary.  Such resignation shall take effect at the time specified therein or,
if no time is specified therein,  immediately upon its receipt. Unless otherwise
specified therein,  the acceptance of such resignation shall not be necessary to
make it effective.

     8.7.  Securities  of Other  Corporations.  The  Chairman of the Board,  the
President,  or any Vice  President of the  Corporation  shall have the power and
authority to transfer,  endorse for transfer,  vote,  consent, or take any other
action with  respect to any  securities  of another  issuer which may be held or
owned by the Corporation and to make, execute, and 

                                      -15-

<PAGE>

deliver any waiver, proxy, or consent with respect to any such securities.

     8.8. Telephone Meetings.  Stockholders  (acting for themselves or through a
proxy),  members of the board of  directors,  and members of a committee  of the
board of directors may  participate in and hold a meeting of such  stockholders,
board of directors,  or committee by means of a conference  telephone or similar
communications  equipment by means of which persons participating in the meeting
can hear each other,  and  participation  in a meeting  pursuant to this section
shall  constitute  presence  in person at such  meeting,  except  where a person
participates  in the  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

     8.9.  Action  Without a  Meeting.  (a)  Unless  otherwise  provided  in the
certificate of  incorporation  of the  Corporation,  any action  required by the
Delaware General Corporation Law to be taken at any annual or special meeting of
the  stockholders,  or any  action  which may be taken at any  annual or special
meeting  of the  stockholders,  may be taken  without a meeting,  without  prior
notice,  and without a vote, if a consent or consents in writing,  setting forth
the action so taken,  shall be signed by the holders  (acting for  themselves or
through a proxy) of outstanding stock having not less than the minimum number of
votes that would be  necessary  to authorize or take such action at a meeting at
which the holders of all shares  entitled to vote thereon were present and voted
and shall be delivered to the  Corporation by delivery to its registered  office
in the State of Delaware,  its  principal  place of  business,  or an officer or
agent of the  Corporation  having  custody of the book in which  proceedings  of
meetings of  stockholders  are recorded.  Every written  consent of stockholders
shall bear the date of signature of each  stockholder  who signs the consent and
no written  consent shall be effective to take the corporate  action referred to
therein unless, within sixty days of the earliest dated consent delivered in the
manner  required by this Section  8.9(a) to the  Corporation,  written  consents
signed by a  sufficient  number of holders to take action are  delivered  to the
Corporation by delivery to its registered  office in the State of Delaware,  its
principal place of business,  or an officer or agent of the  Corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.  Delivery made to the Corporation's registered office, principal place
of  business,  or such  officer  or agent  shall be by hand or by  certified  or
registered mail, return receipt requested.

     (b) Unless otherwise  restricted by the certificate of incorporation of the
Corporation or by these bylaws,  any action required or permitted to be taken at
a  meeting  of the  board of  directors,  or of any  committee  of the  board of
directors,  may be taken  without a meeting if a consent or consents in writing,
setting  forth the action so taken,  shall be signed by all the directors or all
the committee members,  as the case may be, 

                                      -16-

<PAGE>

entitled to vote with respect to the subject  matter  thereof,  and such consent
shall have the same force and effect as a vote of such  directors  or  committee
members,  as the case may be,  and may be stated as such in any  certificate  or
document  filed with the  Secretary  of State of the State of Delaware or in any
certificate  delivered to any person.  Such  consent or consents  shall be filed
with the minutes of proceedings of the board or committee, as the case may be.

     8.10. Invalid Provisions. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.

     8.11. Mortgages, etc. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Corporation through its duly authorized officer
or  officers,  the  attestation  to  such  execution  by  the  Secretary  of the
Corporation  shall not be  necessary  to  constitute  such deed,  deed of trust,
mortgage,  or other  instrument  a valid  and  binding  obligation  against  the
Corporation  unless  the  resolutions,   if  any,  of  the  board  of  directors
authorizing such execution expressly state that such attestation is necessary.

     8.12.  Headings.  The headings  used in these bylaws have been inserted for
administrative  convenience only and do not constitute matter to be construed in
interpretation.

     8.13.  References.  Whenever  herein the singular  number is used, the same
shall  include  the plural  where  appropriate,  and words of any gender  should
include each other gender where appropriate.

     8.14. Amendments.  These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the  stockholders  or by the board of  directors at any
regular meeting of the  stockholders or the board of directors or at any special
meeting  of the  stockholders  or the  board  of  directors  if  notice  of such
alteration,  amendment,  repeal,  or adoption of new bylaws be  contained in the
notice of such special meeting.

     The undersigned,  being the Secretary of the Corporation,  hereby certifies
that the  foregoing  bylaws were adopted by the consent of the sole  director of
the Corporation as of July 27, 1995.

                                                /s/ Daniel S. Dross
                                                Daniel S. Dross, Secretary


                                      -17-