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                                                                   EXHIBIT 3(ii)

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             EOS INTERNATIONAL, INC.

                                    ARTICLE I

                                     OFFICES

        SECTION 1.01 REGISTERED OFFICE. Unless and until otherwise determined by
the Board of Directors of Eos International, Inc. (the "Corporation"), the
registered office of the Corporation in the State of Delaware shall be at the
office of The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware, 19801 and the registered agent in charge thereof shall be The
Corporation Trust Company.

        SECTION 1.02 OTHER OFFICES. The Corporation may also have an office or
offices at any other place or places within or without the State of Delaware as
the Board of Directors of the Corporation (the "Board") may from time to time
determine or the business of the Corporation may from time to time require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

        SECTION 2.01 ANNUAL MEETINGS. The annual meeting of stockholders of the
Corporation for the election of directors of the Corporation ("Directors") and
for the transaction of such other business as may properly come before such
meeting, shall be held at such place, date and time as shall be fixed by the
Board and designated in the notice or waiver of notice of such annual meeting;
PROVIDED, HOWEVER, that no annual meeting of stockholders need be held if all
actions, including the election of Directors, required by the General
Corporation Law of the State of Delaware (the "General Corporation Law") to be
taken at such annual meeting are taken by written consent in lieu of meeting
pursuant to Section 2.09 hereof.

        SECTION 2.02 SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called by the Board or the Chairman, the President or
the Secretary of the Corporation or by the recordholders of at least twenty
percent (20%) of the shares of common stock of the Corporation issued and
outstanding ("Shares") and entitled to vote thereat, to be held at such place,
date and time as shall be designated in the notice or waiver of notice thereof.

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        SECTION 2.03 NOTICE OF MEETINGS. (a) Except as otherwise provided by
law, written notice of each annual or special meeting of stockholders stating
the place, date and time of such meeting and, in the case of a special meeting,
the purpose or purposes for which such meeting is to be held, shall be given
personally or by first-class mail (airmail in the case of international
communications) to each recordholder of Shares (a "Stockholder") entitled to
vote thereat, not less than 10 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the Stockholder at such
Stockholder's address as it appears on the records of the Corporation. If, prior
to the time of mailing, the Secretary of the Corporation (the "Secretary") shall
have received from any Stockholder a written request that notices intended for
such Stockholder are to be mailed to some address other than the address that
appears on the records of the Corporation, notices intended for such Stockholder
shall be mailed to the address designated in such request.

        (b) Notice of a special meeting of Stockholders may be given by the
person or persons calling the meeting, or, upon the written request of such
person or persons, such notice shall be given by the Secretary on behalf of such
person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.

        SECTION 2.04 WAIVER OF NOTICE. Notice of any annual or special meeting
of Stockholders need not be given to any Stockholder who files a written waiver
of notice with the Secretary, signed by the person entitled to notice, whether
before or after such meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of Stockholders need be specified in any written waiver
of notice thereof. Attendance of a Stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice of such meeting, except when such
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

        SECTION 2.05 ADJOURNMENTS. Whenever a meeting of Stockholders, annual or
special, is adjourned to another date, time or place, notice need not be given
of the adjourned meeting if the date, time and place thereof are announced at
the meeting at which the adjournment is taken. 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 entitled to vote thereat. At the adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.

        SECTION 2.06 QUORUM. Except as otherwise provided by law or the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), the recordholders of a majority of the Shares entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of business at all meetings of Stockholders, whether annual or
special. If, however, such quorum shall not be present in person or by proxy at
any meeting of Stockholders, the Stockholders entitled to vote thereat may
adjourn the meeting from time to

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time in accordance with Section 2.05 hereof until a quorum shall be present in
person or by proxy.

        SECTION 2.07 VOTING. Each Stockholder shall be entitled to one vote for
each Share held of record by such Stockholder. Except as otherwise provided by
law or the Certificate of Incorporation, when a quorum is present at any meeting
of Stockholders, the vote of the recordholders of a majority of the Shares
constituting such quorum shall decide any question brought before such meeting.

        SECTION 2.08 PROXIES. Each Stockholder entitled to vote at a meeting of
Stockholders or to express, in writing, consent to or dissent from any action of
Stockholders without a meeting may authorize another person or persons to act
for such Stockholder by proxy. Such proxy shall be filed with the Secretary
before such meeting of Stockholders or such action of Stockholders without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than three years from its date, unless the proxy provides for a longer
period.

        SECTION 2.09 STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Except as may
otherwise be provided by law or in the Certificate of Incorporation, any action
required by the General Corporation Law to be taken at any annual or special
meeting of Stockholders, and any action which may be taken at any annual or
special meeting of Stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the recordholders of Shares having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which the recordholders of all Shares entitled to vote thereon were present
and voted.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 3.01 GENERAL POWERS. Except as may otherwise be provided by law
or in the Certificate of Incorporation, the business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by Stockholders.

        SECTION 3.02 NUMBER, ELECTION, AND TERM OF OFFICE. The number of
Directors which shall constitute the whole Board shall be fixed from time to
time by resolution of the Board of Directors but shall not be less than one nor
more than fifteen. Except as otherwise provided in these By-Laws, all decisions
of the Board of Directors shall be made by a majority of its members. Directors
need not be stockholders. Directors shall be elected at the annual meeting of
Stockholders or, if, in accordance with Section 2.01 hereof, no such annual
meeting is held, by written consent in lieu of a meeting pursuant to Section
2.09 hereof; and each Director so elected shall hold office until his successor
is elected and qualified or until his earlier death, resignation, or removal in
the manner hereinafter provided.

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        SECTION 3.03 RESIGNATION. Any Director may resign at any time by giving
written notice to the Board, the Chairman of the Board of the Corporation (the
"Chairman") or the Secretary. Such resignation shall take effect at the time
specified in such notice or, if the time be not specified, upon receipt thereof
by the Board, the Chairman or the Secretary, as the case may be. Unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

        SECTION 3.04 REMOVAL. Any or all of the Directors may be removed, with
or without cause, at any time by vote of the recordholders of a majority of the
Shares then entitled to vote at an election of Directors, or by written consent
of the recordholders of Shares pursuant to Section 2.09 hereof.

        SECTION 3.05 VACANCIES. Vacancies occurring on the Board as a result of
the removal of Directors without cause may be filled only by vote of the
recordholders of a majority of the Shares then entitled to vote at an election
of Directors, or by written consent of such recordholders pursuant to Section
2.09 hereof. Subject to Section 3.02, vacancies occurring on the Board for any
other reason, including, without limitation, vacancies occurring as a result of
the creation of new directorships that increase the number of Directors, may be
filled by such vote or written consent or by vote of the Board or by written
consent of the Directors pursuant to Section 3.08 hereof. Subject to Section
3.02, if the number of Directors then in office is less than a quorum, such
other vacancies may be filled by vote of a majority of the Directors then in
office or by written consent of all such Directors pursuant to Section 3.08
hereof. Unless earlier removed pursuant to Section 3.04 hereof each Director
chosen in accordance with this Section 3.05 shall hold office until the next
annual election of Directors by the Stockholders and until his successor shall
be elected and qualified.

        SECTION 3.06 MEETINGS. (a) ANNUAL MEETINGS. As soon as practicable after
each annual election of Directors by the Stockholders, the Board shall meet for
the purpose of organization and the transaction of other business, unless it
shall have transacted all such business by written consent pursuant to Section
3.08 hereof.

        (b) OTHER MEETINGS. Other meetings of the Board shall be held at such
times as the Chairman, the Chief Executive Officer of the Corporation or a
majority of the Board shall from time to time determine.

        (c) NOTICE OF MEETINGS. The Secretary shall give written notice to each
Director of each meeting of the Board, which notice shall state the place, date,
time and purpose of such meeting. Notice of each such meeting shall be given to
each Director, if by mail, addressed to him at his residence or usual place of
business, at least five days before the day on which such meeting is to be held,
or shall be sent to him at such place by telecopy, telegraph, cable, or other
form of recorded communication, or be delivered personally or by telephone not
later than the day before the day on which such meeting is to be held. A written
waiver of notice, signed by the Director entitled to notice, whether before or
after the time of the meeting referred to in such waiver, shall be deemed
equivalent to notice. Neither the business to be transacted at, nor the purpose
of any meeting of the Board need be specified in any written waiver of notice
thereof.

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Attendance of a Director at a meeting of the Board shall constitute a waiver of
notice of such meeting, except as provided by law.

        (d) PLACE OF MEETINGS. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time determine, or as shall be designated in the respective notices or waivers
of notice of such meetings.

        (e) QUORUM AND MANNER OF ACTING. A majority of the total number of
Directors then in office (but in no event less than two if the total number of
directorships, including vacancies, is greater than one or in no event a number
less than a majority of the total number of directorships, including vacancies)
shall be present in person at any meeting of the Board in order to constitute a
quorum for the transaction of business at such meeting, and the vote of a
majority of those Directors present at any such meeting at which a quorum is
present shall be necessary for the passage of any resolution or act of the
Board, except as otherwise expressly required by law, the Certificate of
Incorporation or these By-laws. Notwithstanding anything to the contrary in
these By-laws, the approval of at least two-thirds of the members of the Board
of Directors shall be required in order for the Corporation (i) merge or
consolidate with another entity or to sell all or substantially all of its
assets to any person or entity or (ii) to acquire all or substantially all of
the stock or assets of another business entity, whether by purchase for cash,
stock or other consideration or by merger or otherwise. In the absence of a
quorum for any such meeting, a majority of the Directors present thereat may
adjourn such meeting from time to time until a quorum shall be present.

        (f) ORGANIZATION. At each meeting of the Board, one of the following
shall act as chairman of the meeting, and preside, in the following order of
precedence:

                (i) the Chairman, if any;

                (ii) the Vice Chairman, if any, and if there are at any time
more than one Vice Chairman, the individual chosen by a majority of the
directors present at such meeting;

                (iii) the Chief Executive Officer;

                (iv) any Director chosen by a majority of the Directors present.
The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

        SECTION 3.07 COMMITTEES OF THE BOARD. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more Directors. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member. Any committee of
the Board, to the extent

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provided in the resolution of the Board designating such committee, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; PROVIDED, HOWEVER,
that no such committee shall have such power of authority in reference to
amending the Certificate of Incorporation (except that such a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board as provided in Section 151 (a)
of the General Corporation Law, fix the designations and any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for shares of any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation under Section 251 or 252 of the General Corporation Law,
recommending to the Stockholders the sale, lease or exchange of all or
substantially all the Corporation's property and assets, recommending to the
Stockholders a dissolution of the Corporation or the revocation of a
dissolution, or amending these By-laws; PROVIDED FURTHER, HOWEVER, that, unless
expressly so provided in the resolution of the Board designating such committee,
no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law. Each committee of
the Board shall keep regular minutes of its proceedings and report the same to
the Board when so requested by the Board.

        SECTION 3.08 DIRECTORS' CONSENT IN LIEU OF MEETING. Any action required
or permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by all
the members of the Board or such committee and such consent is filed with the
minutes of the proceedings of the Board or such committee.

        SECTION 3.09 ACTION BY MEANS OF TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT. Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

        SECTION 3.10 COMPENSATION. Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the Board a fixed fee and reimbursement of expenses of attendance may be
allowed for attendance at each meeting of the Board of Directors or any
committee thereof. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent
or otherwise, and receiving compensation therefor.

        SECTION 3.11 INTERESTED DIRECTORS; QUORUM. (a) No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, firm or other organization in which one or

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more of its directors or officers are directors or officers, or have a financial
interest, or in which any of the foregoing may be pecuniarily or otherwise
interested, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board or Committee thereof which authorizes the contract or transaction, or
solely because the votes of one or more of such directors or officers are
counted for such purpose, if: (1) the material facts as to that persons
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the Committee, and the Board or Committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to that person's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by a majority of the votes
cast by the Stockholders entitled to vote other than the votes of shares owned
of record or beneficially by the interested director, officer, or otherwise
interested entity; or (3) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a Committee thereof, or the Stockholders.

        (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a Committee
which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

        SECTION 4.01 OFFICERS. The officers of the Corporation shall be the
Chairman of the Board, the President, the Secretary and a Treasurer and may
include, one or more Vice Presidents (including, one or more Executive and/or
Senior Vice Presidents), one or more Assistant Secretaries, one or more
Assistant Treasurers and such other officers as the Board may determine. The
corporation may also designate one or more Vice Chairmen, a Chief Executive
Officer and Chief Operating Officer. Any two or more offices may be held by the
same person.

        SECTION 4.2 AUTHORITY AND DUTIES. All officers shall have such authority
and perform such duties in the management of the Corporation as may be provided
in these By-laws or, to the extent not so provided, by resolution of the Board.

        SECTION 4.3 TERM OF OFFICE, RESIGNATION AND REMOVAL. (a) Each officer
shall be appointed by the Board and shall hold office for such term as may be
determined by the Board. Each officer shall hold office until his successor has
been appointed and qualified or his earlier death or resignation or removal in
the manner hereinafter provided. The Board may require any officer to give
security for the faithful performance of his duties.

        (b) Any officer may resign at any time by giving written notice to the
Board, the Chairman, the President or the Secretary. Such resignation shall take
effect at the time specified in such notice or, if the time be not specified,
upon receipt thereof by the Board, the Chairman,

<PAGE>

the President or the Secretary, as the case may be. Unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.

        (c) All officers and agents appointed by the Board shall be subject to
removal, with or without cause, at any time by the Board or by the action of the
recordholders of a majority of the Shares entitled to vote thereon.

        SECTION 4.4. VACANCIES. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 4.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such tune as the unexpired
term of his predecessor expires unless reappointed by the Board.

        SECTION 4.5 THE CHAIRMAN OF THE BOARD. Upon the consummation of the
Discovery Toys Transaction, the Chairman of the Board shall be Peter A. Lund. In
the event that the initial Chairman is unable to serve or, once having commenced
to serve, is removed or his service as Chairman terminates, the entire Board of
Directors may choose to appoint a replacement for such person. The Chairman of
the Board shall have the power to call special meetings of Stockholders, to call
special meetings of the Board and, if present, to preside at all meetings of
Stockholders and all meetings of the Board. The Chairman of the Board shall
perform all duties incident to the office of Chairman of the Board and all such
other duties as may from time to time be assigned to him by the Board or these
By-laws.

        SECTION 4.6 THE VICE-CHAIRMAN OF THE BOARD. The Vice Chairman of the
Board, if there is one, shall preside at meetings in the absence of the Chairman
and shall perform such other duties as may from time to time be assigned to him
by the Board or these By-laws. Upon the consummation of the Discovery Toys
Transaction, there shall be two Vice-Chairmen, who shall be Anthony J. Robbins
and Julius Koppelman. In the event that either of the initial Vice-Chairmen is
unable to serve or, once having commenced to serve, is removed or his service as
a Vice-Chairman terminates, the entire Board of Directors may choose to appoint
a replacement for such person or persons.

        SECTION 4.7 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall have general and active management and control of the business and affairs
of the Corporation, subject to the control of the Board, and shall see that all
orders and resolutions of the Board are carried into effect. The Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer and all such other duties as may from time to time be assigned to him by
the Board or these By-laws.

        SECTION 4.8 CHIEF OPERATING OFFICER. The Chief Operating Officer shall
be responsible for the day to day operations of the Corporation. The Chief
Operating Officer shall report to the Chief Executive Officer.

        SECTION 4.9 THE PRESIDENT. The President shall have such duties as may
from time to time be assigned to him by the Board of Directors or these By-laws.

<PAGE>

        SECTION 4.10 VICE PRESIDENTS. Vice Presidents, if any, in order of their
seniority or in any other order determined by the Board, shall generally assist
the Chief Executive Officer and perform such other duties as the Board or the
President shall prescribe, and in the absence or disability of the President,
shall perform the duties and exercise the powers of the President.

        SECTION 4.11 THE SECRETARY. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of Stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of Stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the President. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Treasurer
of the Corporation (the "TREASURER") or an Assistant Secretary or Assistant
Treasurer of the Corporation. He shall keep in safe custody the certificate
books and stockholder records and such other books and records of the
Corporation as the Board, the Chairman or the President may direct and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman or
the President.

        SECTION 4.12 ASSISTANT SECRETARIES. Assistant Secretaries of the
Corporation ("ASSISTANT SECRETARIES"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

        SECTION 4.13 THE TREASURER. The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other depositories as the Board, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board, shall, from time to
time, direct or approve. He shall disburse the funds of the Corporation under
the direction of the Board and the President. He shall keep a full and accurate
account of all moneys received and paid on account of the Corporation and shall
render a statement of his accounts whenever the Board, the Chairman or the
President shall so request. He shall perform all other necessary actions and
duties in connection with the administration of the financial affairs of the
Corporation and shall generally perform all the duties usually appertaining to
the office of treasurer of a corporation. When required by the Board, he shall
give bonds for the faithful discharge of his duties in such sums and with such
sureties as the Board shall approve.

        SECTION 4.14 ASSISTANT TREASURERS. Assistant Treasurers of the
Corporation ("ASSISTANT TREASURERS"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Treasurer
and perform such other duties as the Board or the Treasurer shall prescribe,
and, in the absence or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.

<PAGE>

        SECTION 4.15 COMPENSATION. The compensation of the officers of the
Corporation shall be fixed by the Board.

                                    ARTICLE V

                         SHARES AND TRANSFERS OF SHARES

        SECTION 5.01 CERTIFICATES EVIDENCING SHARES. Shares shall be evidenced
by certificates in such form or forms as shall be approved by the Board.
Certificates shall be issued in consecutive order and shall be numbered in the
order of their issue, and shall be signed by the Chairman, the President or any
Vice President and by the Secretary, any Assistant Secretary, the Treasurer or
any Assistant Treasurer. Any or all of the signatures on a Certificate may be a
facsimile. In the event any such officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to hold such
office or to be employed by the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such officer had held such office on the date of issue.

        SECTION 5.02 STOCK LEDGER. A stock ledger in one or more counterparts
shall be kept by the Secretary, in which shall be recorded the name and address
of each person, firm or corporation owning the Shares evidenced by each
certificate evidencing Shares issued by the Corporation, the number of Shares
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.

        SECTION 5.03 TRANSFERS OF SHARES. Registration of transfers of Shares
shall be made only in the stock ledger of the Corporation upon request of the
registered holder of such shares, or of his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, and upon the
surrender of the certificate or certificates evidencing such Shares properly
endorsed or accompanied by a stock power duly executed, together with such proof
of the authenticity of signatures as the Corporation may reasonably require.

        SECTION 5.04 ADDRESSES OF STOCKHOLDERS. Each Stockholder shall designate
to the Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to such Stockholder, and, if any Stockholder
shall fail to so designate such an address, corporate notices may be served upon
such Stockholder by mail directed to the mailing address, if any, as the same
appears in the stock ledger of the Corporation or at the last known mailing
address of such Stockholder.

        SECTION 5.05 LOST, DESTROYED AND MUTILATED CERTIFICATES. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation to issue a new certificate in place of any
certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon the surrender of the mutilated certificate or, in the
case of loss, theft or destruction of the certificate, upon satisfactory proof
of such loss, theft or destruction, and the

<PAGE>

Board may, in its discretion, require the recordholder of the Shares evidenced
by the lost, stolen or destroyed certificate or his legal representative to give
the Corporation a bond sufficient to indemnify the Corporation against any claim
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

        SECTION 5.06 REGULATIONS. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
Shares.

        SECTION 5.07 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the Stockholders entitled to notice of
or to vote at any meeting of Stockholders or any adjustment thereof, or to
express consent to, or to dissent from, corporate action in writing without a
meeting, 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 may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other such action. A determination of the Stockholders
entitled to notice of or to vote at a meeting of Stockholders shall apply to any
judgment of such meeting; PROVIDED, HOWEVER, that the Board may fix a new record
date for the adjourned meeting.

                                   ARTICLE VI

                                      SEAL

        SECTION 6.01 SEAL. The Board may approve and adopt a corporate seal,
which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

                                   ARTICLE VII

                                   FISCAL YEAR

        SECTION 7.01. FISCAL YEAR. The fiscal year of the Corporation shall end
on the thirtieth day of September of each year unless changed by resolution of
the Board.

                                  ARTICLE VIII

                     VOTING OF SHARES IN OTHER CORPORATIONS

        SECTION 8.01 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations which are held by the Corporation may be represented and voted by
the Chairman, President or a Vice President of the Corporation or by proxy or
proxies appointed by one of them. The Board may however, appoint some other
person to vote the shares.

<PAGE>

                                   ARTICLE IX

                                 INDEMNIFICATION

        SECTION 9.01 INDEMNIFICATION. The Corporation shall indemnify, in the
manner and to the full extent permitted by law, any person (or the estate of any
person) who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise. Where required by law, the indemnification provided for herein
shall be made only as authorized in the specific case upon a determination, in
the manner provided by law, that indemnification of the director, officer,
employee or agent is proper in the circumstances. The Corporation may, to the
full extent permitted by law, purchase and maintain insurance on behalf of any
such person against any liability which may be asserted against such person. To
the full extent permitted by law, the indemnification provided herein shall
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement, and, in the manner provided by law, any such expenses shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding. The indemnification provided herein shall not be deemed to limit
the right of the Corporation to indemnify any other person for any such expenses
to the full extent permitted by law, nor shall it be deemed exclusive of any
other rights to which any person seeking indemnification from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such person.

                                    ARTICLE X

                                   AMENDMENTS

        SECTION 10.01 AMENDMENTS. Any By-law (including these By-laws) may be
adopted, amended or repealed by the vote of the recordholders of a majority of
the Shares then entitled to vote at an election of Directors or by written
consent of Stockholders pursuant to Section 2.09 hereof, or by vote of the Board
or by a written consent of Directors pursuant to Section 3.08 hereof, PROVIDED
no provision of these By-laws that requires greater than a majority vote of the
Board of Directors to accomplish an action may be amended (i) without the same
percentage vote by the Board of Directors or (ii) by the holders of a majority
of the Shares and PROVIDED FURTHER that Sections 3.06(e) and 4.03 may only be
amended by vote of (i) at least two-thirds of the members of the Board of
Directors or (ii) by the holders of a majority of the Shares.