EXHIBIT 4.2

                                  BY-LAWS

                                     OF

                    SOVEREIGN SPECIALTY CHEMICALS, INC.

                          A Delaware Corporation,

                      As Amended on December 27, 1999

                                 ARTICLE I
                                 ---------

                                  OFFICES
                                  -------

     Section 1. Registered Office. The registered office of the Corporation
in the State of Delaware  shall be located at 1013 Centre Road, in the City
of  Wilmington,   Delaware,   County  of  New  Castle.   The  name  of  the
Corporation's registered agent at such address shall be Corporation Service
Company.  The registered  office and/or registered agent of the Corporation
may be changed from time to time by action of the board of directors.

     Section 2. Other  Offices.  The  Corporation  may also have offices at
such other  places,  both within and without the State of Delaware,  as the
board of directors  may from time to time  determine or the business of the
Corporation may require.

                                 ARTICLE II
                                 ----------

                          MEETINGS OF STOCKHOLDERS
                          ------------------------

     Section  1.  Place  and Time of  Meetings.  An annual  meeting  of the
stockholders  shall be held each year within one hundred  eighty (180) days
after the close of the immediately preceding fiscal year of the Corporation
for the purpose of electing  directors  and  conducting  such other  proper
business as may come before the  meeting.  The date,  time and place of the
annual  meeting  shall be  determined  by the  Chairman of the Board of the
Corporation;  provided, that if the Chairman of the Board does not act, the
board of  directors  shall  determine  the  date,  time  and  place of such
meeting.

     Section 2. Special  Meetings.  Special meetings of stockholders may be
called for any  purpose  and may be held at such time and place,  within or
without the State of Delaware, as shall be stated in a notice of meeting or
in a duly executed waiver of notice thereof. Such meetings may be called at
any time by the board of  directors  or the Chairman of the Board and shall
be called by the Chairman of the Board upon the written  request of holders
of shares  entitled to cast not less than fifty percent of the votes at the
meeting.  Such written  request  shall state the purpose or purposes of the
meeting  and shall be  delivered  to the  Chairman  of the  Board.  On such
written  request,  the  Chairman of the Board shall fix a date and time for
such meeting within two days of the date requested for such meeting in such
written request.

     Section 3. Place of Meetings. The board of directors may designate any
place,  either  within or without  the State of  Delaware,  as the place of
meeting  for any annual  meeting or for any special  meeting  called by the
board of directors.  If no designation is made, or if a special  meeting be
otherwise  called,  the place of meeting shall be the  principal  executive
office of the Corporation.

     Section 4. Notice.  Whenever stockholders are required or permitted to
take  action at a meeting,  written or printed  notice  stating  the place,
date, time, and, in the case of special meetings,  the purpose or purposes,
of such  meeting,  shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten (10) nor more than sixty (60) days  before
the date of the  meeting.  All such  notices  shall  be  delivered,  either
personally  or by mail,  by or at the  direction of the board of directors,
the Chairman of the Board,  the President or the Secretary,  and if mailed,
such notice  shall be deemed to be delivered  when  deposited in the United
States mail,  postage prepaid,  addressed to the stockholder at his, her or
its  address  as the  same  appears  on  the  records  of the  Corporation.
Attendance of a person at a meeting shall  constitute a waiver of notice of
such  meeting,  except when the person  attends for the express  purpose of
objecting  at the  beginning  of the  meeting  to  the  transaction  of any
business because the meeting is not lawfully called or convened.

     Section 5.  Stockholders  List. The officer having charge of the stock
ledger of the  Corporation  shall make, at least ten (10) days before every
meeting of the stockholders,  a complete list of the stockholders  entitled
to vote at such meeting arranged in alphabetical order, 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, during ordinary business hours, for
a period of at least ten (10) days prior to the meeting,  either at a place
within  the city  where the  meeting is to be held,  which  place  shall be
specified  in the notice of the  meeting  or, if not so  specified,  at the
place where the meeting is to be held.  The list shall also 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.

     Section 6. Quorum. The holders of a majority of the outstanding shares
of  capital  stock,  present  in person  or  represented  by  proxy,  shall
constitute  a  quorum  at all  meetings  of  the  stockholders,  except  as
otherwise provided by statute or by the certificate of incorporation.  If a
quorum is not present,  the holders of a majority of the shares  present in
person or represented by proxy at the meeting,  and entitled to vote at the
meeting,  may  adjourn the meeting to another  time  and/or  place.  When a
quorum is once  present to  commence a meeting of  stockholders,  it is not
broken by the subsequent  withdrawal of any  stockholders or their proxies.
When a quorum is once present to commence a meeting of stockholders,  it is
not  broken  by the  subsequent  withdrawal  of any  stockholder  or  their
proxies.

     Section 7. Adjourned Meetings.  When a meeting is adjourned to another
time and place,  notice need not be given of the  adjourned  meeting if the
time  and  place  thereof  are  announced  at  the  meeting  at  which  the
adjournment is taken. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original  meeting.  If
the  adjournment  is for more  than  thirty  (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 meeting.

     Section 8. Vote Required.  When a quorum is present,  the  affirmative
vote of the majority of shares present in person or represented by proxy at
the meeting and entitled to vote on the subject  matter shall be the act of
the  stockholders,  unless  the  question  is one  upon  which  by  express
provisions of an applicable law or of the  certificate of  incorporation  a
different  vote is  required,  in which case such express  provision  shall
govern and control the decision of such question.

     Section 9. Voting Rights.  Except as otherwise provided by the General
Corporation  Law  of  the  State  of  Delaware  or by  the  certificate  of
incorporation  of the Corporation or any amendments  thereto and subject to
Section 3 of Article VI hereof, every stockholder shall at every meeting of
the  stockholders  be  entitled  to one vote in person or by proxy for each
share of common stock held by such stockholder.

     Section 10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders  or to  express  consent or  dissent  to  corporate  action in
writing  without a meeting may authorize  another  person or persons to act
for him or her by proxy,  but no such  proxy  shall be voted or acted  upon
after three (3) years from its date, unless the proxy provides for a longer
period.  At  each  meeting  of the  stockholders,  and  before  any  voting
commences, all proxies filed at or before the meeting shall be submitted to
and examined by the Secretary or a person designated by the Secretary,  and
no shares may be  represented or voted under a proxy that has been found to
be invalid or irregular.  A duly executed  proxy shall be irrevocable if it
states  that it is  irrevocable  and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy
may be made irrevocable regardless of whether the interest with which it is
coupled  is an  interest  in  the  stock  itself  or  an  interest  in  the
Corporation generally. Any proxy is suspended when the person executing the
proxy is present at a meeting of  stockholders  and elects to vote,  except
that  when  such  proxy is  coupled  with an  interest  and the fact of the
interest  appears  on the face of the proxy,  the agent  named in the proxy
shall  have  all  voting  and  other  rights  referred  to  in  the  proxy,
notwithstanding the presence of the person executing the proxy.

     Section 11. Action by Written Consent.  Unless  otherwise  provided in
the  certificate of  incorporation,  any action required to be taken at any
annual or special  meeting of stockholders of the Corporation or any action
which may be taken at any annual or special  meeting of such  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 and
bearing the dates of signature of the  stockholders  who signed the consent
or consents, shall be signed by the holders 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  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,  or the
Corporation's  principal  place of business,  or an officer or agent of the
Corporation  having  custody of the book or books in which  proceedings  of
meetings  of  the   stockholders   are  recorded.   Delivery  made  to  the
Corporation's  registered  office  shall  be by  hand  or by  certified  or
registered mail, return receipt requested.  All consents properly delivered
in  accordance  with this  section  shall be deemed to be recorded  when so
delivered.  No written  consent  shall be effective  to take the  corporate
action referred to therein  unless,  within sixty (60) days of the earliest
dated  consent  delivered to the  Corporation  as required by this section,
written consents signed by the holders of a sufficient  number of shares to
take such corporate action are so recorded.  Prompt notice of the taking of
the  corporate  action  without a meeting  by less than  unanimous  written
consent  shall be given to those  stockholders  who have not  consented  in
writing.  Any action taken pursuant to such written  consent or consents of
the  stockholders  shall  have the same force and effect as if taken by the
stockholders at a meeting thereof.

                                ARTICLE III
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                                 DIRECTORS
                                 ---------

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the board of directors.

     Section  2.  Number,  Election  and  Term of  Office.  The  number  of
directors  which  shall  constitute  the first  board  shall be three  (3).
Thereafter,  the number of directors shall be established from time to time
by resolution of the board.  The directors  shall be elected by a plurality
of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote in the election of  directors.  The  directors
shall be elected in this manner at the annul  meeting of the  stockholders,
except as provided in, Section 4 of this Article III. Each director elected
shall hold office until a successor is duly elected and  qualified or until
his or her earlier death, resignation or removal as hereinafter provided.

     Section 3. Removal and  Resignation.  Any director or the entire board
of  directors  may be removed at any time,  with or without  cause,  by the
holders of a majority of the shares then entitled to vote at an election of
directors.  Whenever  the  holders of any class or series are  entitled  to
elect  one or  more  directors  by  the  provisions  of  the  Corporation's
certificate of  incorporation,  the provisions of this section shall apply,
in respect to the  removal  without  cause of a director  or  directors  so
elected, to the vote of the holders of the outstanding shares of that class
or series and not to the vote of the outstanding shares as a whole.

     Section  4.  Vacancies.  Vacancies  and  newly  created  directorships
resulting  from any increase in the  authorized  number of directors may be
filled by the  affirmative  vote of a  majority  of the  directors  then in
office,  although  less than a quorum,  and any director so elected to fill
any such vacancy or newly created  directorship shall hold office until his
successor  is elected and  qualified  or until his earlier  resignation  or
removal.

     Section 5. Annual  Meetings.  The annual meeting of each newly elected
board of  directors  shall be held  without  other  notice than this by-law
immediately  after,  and at the  same  place  as,  the  annual  meeting  of
stockholders.

     Section 6. Other Meetings and Notice. Regular meetings, other than the
annual  meeting,  of the board of directors  may be held without  notice at
such time and at such  place as shall  from time to time be  determined  by
resolution of the board.  Special meetings of the board of directors may be
called  by or at the  request  of the  Chairman  of the  Board  on at least
twenty-four  (24) hours  notice to each  director,  either  personally,  by
telephone,  by mail, or by telegraph; in like manner and on like notice the
Chairman of the Board must call a special meeting on the written request of
at least one of the directors.

     Section 7. Quorum,  Required Vote and  Adjournment.  A majority of the
total number of directors shall  constitute a quorum for the transaction of
business. The vote of a majority of directors present at a meeting at which
a quorum is present shall be the act of the board of directors. If a quorum
shall  not be  present  at any  meeting  of the  board  of  directors,  the
directors  present  thereat  may  adjourn  the  meeting  from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.

     Section 8.  Committees.  The board of  directors  may,  by  resolution
passed by a majority of the whole board,  designate one or more committees,
each  committee  to  consist  of  one  or  more  of  the  directors  of the
Corporation,  which to the  extent  provided  in such  resolution  or these
By-laws shall have and may exercise the powers of the board of directors in
the management and affairs of the Corporation  except as otherwise  limited
by law.  The board of  directors  may  designate  one or more  directors as
alternate  members  of  any  committee,  who  may  replace  any  absent  or
disqualified  member at any meeting of the  committee.  Such  committee  or
committees  shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.  Each committee shall
keep  regular  minutes of its  meetings and report the same to the board of
directors when required.

     Section 9. Committee  Rules.  Each committee of the board of directors
may fix its own rules of procedure  and shall hold its meetings as provided
by such rules,  except as may  otherwise be provided by a resolution of the
board of directors  designating such committee.  In the event that a member
and that member's  alternate,  if alternates are designated by the board of
directors as provided in Section 8 of this  Article III, of such  committee
is or are absent or disqualified,  the member or members thereof present at
any meeting and not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously  appoint another member of the
board of  directors  to act at the  meeting in place of any such  absent or
disqualified member.

     Section  10.  Communications  Equipment.   Members  of  the  board  of
directors  or any  committee  thereof  may  participate  in and  act at any
meeting  of  such  board  or  committee  through  the  use of a  conference
telephone or other  communications  equipment by means of which all persons
participating in the meeting can hear each other, and  participation in the
meeting pursuant to this section shall constitute presence in person at the
meeting.

     Section 11. Waiver of Notice and Presumption of Assent.  Any member of
the board of directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except
when such  member  attends  for the  express  purpose of  objecting  at the
beginning of the meeting to the  transaction  of any  business  because the
meeting  is  not  lawfully  called  or  convened.   Such  member  shall  be
conclusively  presumed to have  assented to any action  taken unless his or
her dissent shall be entered in the minutes of the meeting or unless his or
her written dissent to such action shall be filed with the person acting as
the  secretary of the meeting  before the  adjournment  thereof or shall be
forwarded  by  registered   mail  to  the  Secretary  of  the   Corporation
immediately  after the  adjournment  of the meeting.  Such right to dissent
shall not apply to any member who voted in favor of such action.

     Section 12. Action by Written Consent.  Unless otherwise restricted by
the  certificate of  incorporation,  any action required or permitted to be
taken  at any  meeting  of the  board  of  directors,  or of any  committee
thereof,  may be taken  without a meeting  if all  members  of the board or
committee,  as the case may be, consent thereto in writing, and the writing
or  writings  are filed  with the  minutes of  proceedings  of the board or
committee.

                                 ARTICLE IV
                                 ----------

                                  OFFICERS
                                  --------

     Section 1. Number. The officers of the Corporation shall be elected by
the board of  directors  and shall  consist of a Chairman  of the Board,  a
President  and Chief  Executive  Officer,  a President,  a Chief  Financial
Officer, one or more Vice-Presidents,  a Treasurer,  a Secretary,  and such
other  officers  and  assistant  officers  as may be  deemed  necessary  or
desirable by the board of  directors.  Any number of offices may be held by
the same person.  In its discretion,  the board of directors may choose not
to fill any office for any period as it may deem advisable, except that the
offices of Chairman of the Board and President and Chief Executive  Officer
shall be filled as expeditiously as possible.

     Section  2.  Election  and  Term  of  Office.   The  officers  of  the
Corporation  shall be elected  annually  by the board of  directors  at its
first  meeting held after each annual  meeting of  stockholders  or as soon
thereafter as conveniently  may be.  Vacancies may be filled or new offices
created and filled at any meeting of the board of  directors.  Each officer
shall hold office until a successor is duly elected and  qualified or until
his or her earlier death, resignation or removal as hereinafter provided.

     Section  3.  Removal.  Any  officer  or agent  elected by the board of
directors may be removed by the board of directors whenever in its judgment
the best interests of the  Corporation  would be served  thereby,  but such
removal shall be without  prejudice to the contract rights,  if any, of the
person so removed.


     Section 4. Vacancies.  Any vacancy  occurring in any office because of
death, resignation,  removal,  disqualification or otherwise, may be filled
by the board of  directors  for the  unexpired  portion  of the term by the
board of directors then in office.

     Section 5.  Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving
such  compensation  by virtue of his or her also  being a  director  of the
corporation.

     Section 6.  Chairman of the Board.  The Chairman of the Board shall be
the chief executive  officer of the corporation,  and shall have the powers
and perform the duties incident to that position.  Subject to the powers of
the board of directors, he or she shall be in the general and active charge
of the entire  business  and affairs of the  corporation,  and shall be its
chief policy making officer. He or she shall preside at all meetings of the
board of directors  and  stockholders  and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or
provided in these  By-laws.  Whenever  the  President  and Chief  Executive
Officer is unable to serve,  by reason of sickness,  absence or  otherwise,
the Chairman of the Board shall perform all the duties and responsibilities
and exercise all the powers of the President and Chief Executive Officer.

     Section 7. President and Chief  Executive  Officer.  The President and
Chief  Executive  Officer  shall,  subject  to the  powers  of the board of
directors  and the  Chairman  of the  Board,  have  general  charge  of the
business,  affairs and  property of the  corporation,  and control over its
officers,  agents  and  employees;  and  shall  see  that  all  orders  and
resolutions  of the  board  of  directors  are  carried  into  effect.  The
President and Chief  Executive  Officer shall execute bonds,  mortgages and
other contracts requiring a seal under the seal of the corporation,  except
where required or permitted by law to be otherwise  signed and executed and
except where the signing and execution thereof shall be expressly delegated
by  the  board  of  directors  to  some  other  officer  or  agent  of  the
corporation.  The  President  and Chief  Executive  Officer shall have such
other  powers and perform  such other  duties as may be  prescribed  by the
Chairman  of the Board or the board of  directors  or as may be provided in
these By-laws.

     Section 8. Chief Financial Officer. The Chief Financial Officer of the
Corporation  shall,  under the  direction of the Chairman of the Board,  be
responsible  for all financial and accounting  matters of the  Corporation.
The Chief  Financial  Officer shall have such other powers and perform such
other duties as may be prescribed by the Chairman of the Board or the board
of directors or as may be provided in these By-laws.

     Section 9. Vice-Presidents.  The Vice-President,  or if there shall be
more than one, the  Vice-Presidents in the order determined by the board of
directors,  shall, in the absence or disability of the President,  act with
all of the powers and be subject to all the  restrictions of the President.
The  Vice-Presidents  shall also  perform  such other  duties and have such
other powers as the board of directors,  the Chairman of the Board or these
Bylaws may, from time to time, prescribe.

     Section 10. The  Secretary and  Assistant  Secretaries.  The Secretary
shall  attend all meetings of the board of  directors,  all meetings of the
committees  thereof and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose.
Under the Chairman of the Board's supervision, the Secretary shall give, or
cause to be given,  all notices required to be given by these By-laws or by
law;  shall  have  such  powers  and  perform  such  duties as the board of
directors,  the Chairman of the Board or these  By-laws  may,  from time to
time,  prescribe;  and shall  have  custody  of the  corporate  seal of the
Corporation. The Secretary, or an Assistant Secretary, shall have authority
to affix the  corporate  seal to any  instrument  requiring  it and when so
affixed,  it may be attested by his or her signature or by the signature of
such Assistant Secretary. The board of directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the
affixing by his or her signature.  The Assistant Secretary,  or if there be
more than one, the  Assistant  Secretaries  in the order  determined by the
board of directors,  shall,  in the absence or disability of the Secretary,
perform  the duties and  exercise  the  powers of the  Secretary  and shall
perform  such  other  duties  and have  such  other  powers as the board of
directors,  the Chairman of the Board or the  Secretary  may,  from time to
time, prescribe.

     Section 11. The Treasurer and Assistant Treasurer. The Treasurer shall
have the custody of the corporate funds and securities; shall keep full and
accurate  accounts of receipts and  disbursements in books belonging to the
Corporation;  shall  deposit all monies and other  valuable  effects in the
name and to the credit of the Corporation as may be ordered by the board of
directors;  shall cause the funds of the  Corporation  to be disbursed when
such  disbursements  have been duly authorized,  taking proper vouchers for
such  disbursements;  and shall render to the Chairman of the Board and the
board of directors at its regular meeting or when the board of directors so
requires, an account of the Corporation; shall have such powers and perform
such duties as the board of  directors,  the Chairman of the Board or these
By-laws  may,  from time to time,  prescribe.  If  required by the board of
directors,  the Treasurer shall give the Corporation a bond (which shall be
rendered every six (6) years) in such sums and with such surety or sureties
as  shall  be  satisfactory  to the  board of  directors  for the  faithful
performance  of  the  duties  of  the  office  of  Treasurer  and  for  the
restoration to the Corporation, in case of death, resignation,  retirement,
or removal from office, of all books,  papers,  vouchers,  money, and other
property of  whatever  kind in the  possession  or under the control of the
Treasurer  belonging to the  Corporation.  The Assistant  Treasurer,  or if
there  shall be more  than  one,  the  Assistant  Treasurers  in the  order
determined by the board of directors, shall in the absence or disability of
the Treasurer, perform the duties and exercise the powers of the Treasurer.
The  Assistant  Treasurers  shall  perform  such other duties and have such
other  powers as the board of  directors,  the and Chairman of the Board or
Treasurer may, from time to time, prescribe.

     Section 12. Other Officers,  Assistant Officers and Agents.  Officers,
assistant  officers and agents,  if any,  other than those whose duties are
provided for in these  Bylaws,  shall have such  authority and perform such
duties as may from time to time be prescribed by resolution of the board of
directors.

     Section 13.  Absence or  Disability  of  Officers.  In the case of the
absence or disability of any officer of the  Corporation  and of any person
hereby  authorized  to act in such  officer's  place during such  officer's
absence or  disability,  the board of directors may by resolution  delegate
the  powers  and  duties of such  officer  to any other  officer  or to any
director, or to any other person whom it may select.

                                 ARTICLE V
                                 ---------

             INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
             -------------------------------------------------

     Section 1. Nature of Indemnity. Each person who was or is made a party
or is threatened  to be made a party to or is involved in any action,  suit
or proceeding,  whether civil,  criminal,  administrative  or investigative
(hereinafter  a  "proceeding"),  by reason of the fact that he or she, or a
person of whom he or she is the legal representative,  is or was a director
or officer,  of the  Corporation or is or was serving at the request of the
Corporation  as a  director,  officer,  employee,  fiduciary,  or  agent of
another  Corporation  or of a partnership,  joint  venture,  trust or other
enterprise,  shall be indemnified  and held harmless by the  Corporation to
the fullest  extent which it is empowered to do so unless  prohibited  from
doing so by the General  Corporation  Law of the State of Delaware,  as the
same  exists or may  hereafter  be  amended  (but,  in the case of any such
amendment,  only to the extent that such amendment  permits the Corporation
to provide  broader  indemnification  rights  than said law  permitted  the
Corporation  to  provide  prior to such  amendment)  against  all  expense,
liability  and loss  (including  attorneys'  fees  actually and  reasonably
incurred  by such  person  in  connection  with such  proceeding)  and such
indemnification  shall inure to the benefit of his or her heirs,  executors
and administrators;  provided, however, that, except as provided in Section
2  hereof,   the  Corporation  shall  indemnify  any  such  person  seeking
indemnification  in connection  with a proceeding  initiated by such person
only if such  proceeding  was  authorized  by the board of directors of the
Corporation. The right to indemnification conferred in this Article V shall
be a contract right and, subject to Sections 2 and 5 hereof,  shall include
the right to be paid by the Corporation the expenses  incurred in defending
any such  proceeding in advance of its final  disposition.  The Corporation
may,  by action  of its  board of  directors,  provide  indemnification  to
employees and agents of the  Corporation  with the same scope and effect as
the foregoing indemnification of directors and officers.

     Section 2.  Procedure for  Indemnification  of Directors and Officers.
Any  indemnification  of a director  or officer  of the  Corporation  under
Section 1 of this Article V or advance of expenses  under Section 5 of this
Article V shall be made promptly, and in any event within thirty (30) days,
upon the written request of the director or officer.  If a determination by
the Corporation that the director or officer is entitled to indemnification
pursuant  to this  Article  V is  required,  and the  Corporation  fails to
respond  within  sixty (60) days to a written  request for  indemnity,  the
Corporation  shall  be  deemed  to  have  approved  the  request.   If  the
Corporation  denies a written request for  indemnification  or advancing of
expenses,  in whole or in part,  or if  payment  in full  pursuant  to such
request is not made within thirty (30) days,  the right to  indemnification
or  advances  as  granted  by this  Article V shall be  enforceable  by the
director or officer in any court of competent  jurisdiction.  Such person's
costs and expenses  incurred in connection with  successfully  establishing
his or her  right to  indemnification,  in  whole  or in part,  in any such
action shall also be indemnified by the Corporation.  It shall be a defense
to any such  action  (other  than an action  brought to enforce a claim for
expenses  incurred  in  defending  any  proceeding  in advance of its final
disposition  where the required  undertaking,  if any, has been tendered to
the  Corporation)  that the claimant  has not met the  standards of conduct
which make it permissible under the General Corporation Law of the State of
Delaware  for the  Corporation  to  indemnify  the  claimant for the amount
claimed,  but the  burden  of such  defense  shall  be on the  Corporation.
Neither the failure of the  Corporation  (including its board of directors,
independent   legal  counsel,   or  its   stockholders)   to  have  made  a
determination prior to the commencement of such action that indemnification
of the  claimant is proper in the  circumstances  because he or she has met
the applicable standard of conduct set forth in the General Corporation Law
of the State of Delaware,  nor an actual  determination  by the Corporation
(including  its  board of  directors,  independent  legal  counsel,  or its
stockholders)  that the  claimant has not met such  applicable  standard of
conduct,  shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     Section 3. Article Not Exclusive.  The rights to  indemnification  and
the payment of expenses  incurred in defending a  proceeding  in advance of
its final disposition conferred in this Article V shall not be exclusive of
any other right which any person may have or  hereafter  acquire  under any
statute, provision of the certificate of incorporation,  by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

     Section 4.  Insurance.  The  Corporation  may  purchase  and  maintain
insurance  on its own  behalf  and on behalf of any  person who is or was a
director, officer, employee,  fiduciary, or agent of the Corporation or was
serving at the request of the Corporation as a director,  officer, employee
or agent of another Corporation, partnership, joint venture, trust or other
enterprise  against any liability  asserted against him or her and incurred
by him or her in any such capacity,  whether or not the  Corporation  would
have the power to indemnify such person  against such liability  under this
Article V.

     Section 5.  Expenses.  Expenses  incurred by any person  described  in
Section 1 of this Article V in defending a proceeding  shall be paid by the
Corporation  in  advance  of such  proceeding's  final  disposition  unless
otherwise  determined  by the board of directors in the specific  case upon
receipt of an  undertaking  by or on behalf of the  director  or officer to
repay such amount if it shall  ultimately be  determined  that he or she is
not entitled to be indemnified by the Corporation.  Such expenses  incurred
by  other  employees  and  agents  may  be so  paid  upon  such  terms  and
conditions, if any, as the board of directors deems appropriate.

     Section 6.  Employees  and Agents.  Persons who are not covered by the
foregoing  provisions  of this  Article V and who are or were  employees or
agents of the Corporation, or who are or were serving at the request of the
Corporation  as  employees or agents of another  Corporation,  partnership,
joint venture, trust or other enterprise,  may be indemnified to the extent
authorized at any time or from time to time by the board of directors.

     Section 7. Contract Rights.  The provisions of this Article V shall be
deemed to be a contract right between the  Corporation and each director or
officer who serves in any such  capacity  at any time while this  Article V
and the relevant  provisions of the General Corporation Law of the State of
Delaware  or  other  applicable  law  are in  effect,  and  any  repeal  or
modification  of this Article V or any such law shall not affect any rights
or  obligations  then  existing  with  respect  to any  state  of  facts or
proceeding then existing.

     Section 8. Merger or  Consolidation.  For  purposes of this Article V,
references to "the Corporation" shall include, in addition to the resulting
Corporation,  any constituent  Corporation  (including any constituent of a
constituent)  absorbed in a consolidation  or merger which, if its separate
existence  had  continued,  would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who is
or  was  a  director,  officer,  employee  or  agent  of  such  constituent
Corporation,  or is or was  serving  at the  request  of  such  constituent
Corporation  as  a  director,   officer,   employee  or  agent  of  another
Corporation,  partnership,  joint venture, trust or other enterprise, shall
stand in the  same  position  under  this  Article  V with  respect  to the
resulting or surviving  Corporation as he or she would have with respect to
such constituent Corporation if its separate existence had continued.

                                 ARTICLE VI
                                 ----------

                           CERTIFICATES OF STOCK
                           ---------------------

     Section 1. Form.  Every  holder of stock in the  Corporation  shall be
entitled  to  have  a  certificate,  signed  by,  or in  the  name  of  the
Corporation by the Chairman of the Board, the President and Chief Executive
Officer,  the Chief Financial Officer or a Vice-President and the Secretary
or an Assistant  Secretary  of the  Corporation,  certifying  the number of
shares owned by such holder in the  Corporation.  If such a certificate  is
countersigned (1) by a transfer agent or an assistant  transfer agent other
than the Corporation or its employee or (2) by a registrar,  other than the
Corporation  or its  employee,  the  signature of any such  Chairman of the
Board,  President and Chief Executive  Officer,  Chief  Financial  Officer,
Vice-President,  Secretary,  or Assistant  Secretary may be facsimiles.  In
case any officer or officers who have signed, or whose facsimile  signature
or signatures have been used on, any such certificate or certificates shall
cease to be such officer or officers of the Corporation  whether because of
death,  resignation or otherwise  before such  certificate or  certificates
have been delivered by the  Corporation,  such  certificate or certificates
may  nevertheless  be issued and  delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures  have been used  thereon  had not  ceased to be such  officer or
officers  of  the  Corporation.   All  certificates  for  shares  shall  be
consecutively  numbered or otherwise identified.  The name of the person to
whom the shares represented  thereby are issued,  with the number of shares
and date of issue, shall be entered on the books of the Corporation. Shares
of stock of the  Corporation  shall only be transferred on the books of the
Corporation  by the holder of record  thereof or by such  holders  attorney
duly  authorized  in writing,  upon  surrender  to the  Corporation  of the
certificate or  certificates  for such shares  endorsed by the  appropriate
person  or  persons,  with  such  evidence  of  the  authenticity  of  such
endorsement,  transfer, authorization, and other matters as the Corporation
may reasonably  require,  and  accompanied by all necessary  stock transfer
stamps.  In that event,  it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto,  cancel the old certificate
or  certificates,  and record the  transaction  on its books.  The board of
directors may appoint a bank or trust company  organized  under the laws of
the  United  States or any state  thereof to act as its  transfer  agent or
registrar,  or both in connection  with the transfer of any class or series
of securities of the Corporation.

     Section 2. Lost Certificates.  The board of directors may direct a new
certificate  or  certificates  to be issued in place of any  certificate or
certificates  previously  issued by the  Corporation  alleged  to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by
the  person  claiming  the  certificate  of  stock to be  lost,  stolen  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, stolen, or destroyed certificate or certificates, or his or her legal
representative,  to give the Corporation a bond sufficient to indemnify the
Corporation  against any claim that may be made against the  Corporation on
account of the loss,  theft or destruction  of any such  certificate or the
issuance of such new certificate.

     Section 3. Fixing a Record  Date for  Stockholder  Meetings.  In order
that the Corporation may determine the  stockholders  entitled to notice of
or to vote at any meeting of stockholders or any adjournment  thereof,  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 record date shall not be more
than  sixty  (60) nor  less  than ten  (10)  days  before  the date of such
meeting.  If no record date is fixed by the board of directors,  the record
date for  determining  stockholders  entitled  to notice of or to vote at a
meeting  of  stockholders  shall be the close of  business  on the next day
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. 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.

     Section 4.  Fixing a Record  Date for Action by  Written  Consent.  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 (10) 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 statute,  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 stockholders are recorded.  Delivery made to the
Corporation's  registered  office  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 statute, 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.

     Section 5. Fixing a Record Date for Other Purposes.  In order that the
Corporation may determine the  stockholders  entitled to receive payment of
any  dividend  or other  distribution  or  allotment  or any  rights or the
stockholders  entitled  to  exercise  any rights in respect of any  change,
conversion  or exchange of stock,  or for the  purposes 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,  and which  record date shall be not more than sixty (60) days
prior to such  action.  If no record  date is fixed,  the  record  date for
determining  stockholders  for any such  purpose  shall be at the  close of
business on the day on which the board of directors  adopts the  resolution
relating thereto.

     Section 6.  Registered  Stockholders.  Prior to the  surrender  to the
Corporation  of the  certificate or  certificates  for a share or shares of
stock with a request to record the  transfer  of such share or shares,  the
Corporation  may treat  the  registered  owner as the  person  entitled  to
receive  dividends,  to vote,  to receive  notifications,  and otherwise to
exercise all the rights and powers of an owner.  The Corporation  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.

     Section 7.  Subscriptions for Stock.  Unless otherwise provided for in
the subscription agreement,  subscriptions for shares shall be paid in full
at such  time,  or in such  installments  and at such  times,  as  shall be
determined  by the  board  of  directors.  Any  call  made by the  board of
directors for payment on subscriptions shall be uniform as to all shares of
the same class or as to all shares of the same  series.  In case of default
in the payment of any  installment  or call when such  payment is due,  the
Corporation may proceed to collect the amount due in the same manner as any
debt due the Corporation.

                                ARTICLE VII
                                -----------

                             GENERAL PROVISIONS
                             ------------------

     Section  1.  Dividends.  Dividends  upon  the  capital  stock  of  the
Corporation  subject to the provisions of the certificate of incorporation,
if any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock,  subject to the provisions of the  certificate
of  incorporation.  Before payment of any dividend,  there may be set aside
out of any funds of the  Corporation  available for  dividends  such sum or
sums as the  directors  from time to time,  in their  absolute  discretion,
think  proper  as a  reserve  or  reserves  to meet  contingencies,  or for
equalizing  dividends,  or for repairing or maintaining any property of the
Corporation,  or any other  purpose and the directors may modify or abolish
any such reserve in the manner in which it was created.

     Section 2.  Checks,  Drafts or Orders.  All checks,  drafts,  or other
orders for the payment of money by or to the  Corporation and all notes and
other evidences of indebtedness issued in the name of the Corporation shall
be signed by such officer or officers,  agent or agents of the Corporation,
and in such manner,  as shall be  determined  by resolution of the board of
directors or a duly authorized committee thereof.

     Section 3. Contracts. The board of directors may authorize any officer
or officers,  or any agent or agents,  of the Corporation to enter into any
contract or to execute and  deliver  any  instrument  in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

     Section 4. Loans.  The Corporation may lend money to, or guarantee any
obligation  of, or  otherwise  assist any officer or other  employee of the
Corporation or of its subsidiary,  including any officer or employee who is
a director of the Corporation or its subsidiary,  whenever, in the judgment
of the  directors,  such loan,  guaranty or  assistance  may  reasonably be
expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest,  and may be unsecured,  or secured in such
manner  as  the  board  of  directors  shall  approve,  including,  without
limitation, a pledge of shares of stock of the Corporation. Nothing in this
section  contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any statute.

     Section 5. Fiscal Year.  The fiscal year of the  Corporation  shall be
fixed by resolution of the board of directors.

     Section 6.  Corporate  Seal.  The board of directors  shall  provide a
corporate  seal  which  shall  be in the form of a circle  and  shall  have
inscribed  thereon  the name of the  Corporation  and the words  "Corporate
Seal, Delaware".  The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

     Section 7. Voting  Securities Owned By Corporation.  Voting securities
in any  other  corporation  held by the  Corporation  shall be voted by the
President  and Chief  Executive  Officer,  unless  the  board of  directors
specifically  confers  authority  to  vote  with  respect  thereto,   which
authority may be general or confined to specific instances. upon some other
person or officer.  Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.

     Section 8. Inspection of Books and Records. Any stockholder of record,
in person or by attorney or other agent,  shall,  upon written demand under
oath stating the purpose thereof, have the right during the usual hours for
business to inspect for any proper purpose the Corporation's  stock ledger,
a list of its  stockholders,  and its other books and records,  and to make
copies or  extracts  therefrom.  A proper  purpose  shall mean any  purpose
reasonably  related to such person's  interest as a  stockholder.  In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection,  the demand under oath shall be accompanied by a power
of attorney or such other  writing which  authorizes  the attorney or other
agent to so act on behalf of the  stockholder.  The demand under oath shall
be directed to the  Corporation  at its  registered  office in the State Of
Delaware or at its principal place of business.

     Section 9. Section Headings. Section headings in these By-laws are for
convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

     Section 10. Inconsistent  Provisions.  In the event that any provision
of these  Bylaws  is or  becomes  inconsistent  with any  provision  of the
certificate of incorporation,  the General  Corporation Law of the State of
Delaware or any other  applicable law, the provision of these By-laws shall
not be given any  effect  to the  extent  of such  inconsistency  but shall
otherwise be given full force and effect.

                                ARTICLE VIII
                                ------------

                                 AMENDMENTS
                                 ----------

     These  By-laws may be amended,  altered,  or repealed  and new By-laws
adopted at any meeting of the stockholders by a majority vote.