BY-LAWS

                                       OF

                                   GEEG, INC.

                             A Delaware Corporation


                                    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,  Wilmington,
Delaware 19805. 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 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 may be  determined  by  resolution  of the
board of directors or as set by the president of the corporation.

          Section 2. Special  Meetings.  Special meetings of stockholders may be
called for any  purpose  (including,  without  limitation,  the filling of board
vacancies  and newly  created  directorships),  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 five or more members of the board of  directors  and shall
be called  by the  president  upon the  written  request  of  holders  of shares
entitled to cast not less than fifty percent (50%) of the outstanding  shares of
any series or class of the corporation's Capital Stock.

          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.


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          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 10 nor more than 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 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 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 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.  Except as otherwise  provided by applicable law or
by the Certificate of Incorporation, a majority of the outstanding shares of the
corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented may adjourn the meeting from time to time in accordance with Section
7 of this Article, until a quorum shall be present or represented.

          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 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, the certificate of incorporation, or any contractual arrangement
a different vote is required,  in which case such express provision shall govern
and control the  decision of such  question.  Where a separate  vote by class is
required,  the affirmative  vote of the majority of shares of such class present
in person or represented by proxy at the meeting shall be the act of such class.



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          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, her or
it by proxy. Every proxy must be signed by the stockholder granting the proxy or
by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. 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.

          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 a majority of
the shares entitled to vote, or, if greater, 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  provided,  however,  that no consent or consents
delivered by certified or registered  mail shall be deemed  delivered until such
consent or consents are actually received at the registered office. 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 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.




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                                   ARTICLE III

                                    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 two (2), which number
may be increase or decreased  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
annual  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;
provided  however,  whenever  the holders of any class or series are entitled to
elect one or more directors by the provisions of the  corporation's  Articles of
Incorporation,  the  provisions of this section  shall apply,  in respect to the
removal without cause or 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,  provided  further,  in the event any of the
stockholders  of the  corporation  have entered into an agreement which provides
for the manner in which the directors of the corporation are to be elected,  and
such stockholders  have so caused the election of such directors,  a director(s)
may be  removed  from the  board  of  directors  only in  accordance  with  such
agreement  (as the same may be  amended  from  time to time,  the  "Stockholders
Agreement"),  for so  long  as (i)  such  agreement  has  been  filed  with  the
corporation  and (ii) has not been  terminated.  Any  director may resign at any
time upon written notice to the corporation.

          Section 4. Vacancies.  Except as otherwise provided by the Articles of
Incorporation of the corporation or any amendments thereto,  vacancies and newly
created  directorships  resulting from any increase in the authorized  number of
directors may be filled by a majority  vote of the holders of the  corporation's
outstanding  stock entitled to vote thereon.  Each director so chosen shall hold
office  until a  successor  is duly  elected and  qualified  or until his or her
earlier death, resignation or removal as herein provided.

          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 directors may be called by or at the request
of the president or vice president on at least 24 hours


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<PAGE>


notice  to  each  director,   either  personally,  by  telephone, by mail, or by
telegraph;  in like manner and on like notice the president  must call a special
meeting on the written request of at least a majority 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-bylaws  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(s)  shall have such name(s) 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.  Unless  otherwise  provided  in such a
resolution,  the presence of at least a majority of the members of the committee
shall be necessary to  constitute a quorum.  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



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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 Articles 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,  if any is elected,  a
president, one or more vice presidents, a secretary, a treasurer, 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, except
that no person may simultaneously hold the office of president and secretary. In
its discretion, the board of directors may choose not to fill any office for any
period as it may deem advisable.

          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. The president  shall  appoint other  officers to serve for
such terms as he or she deems desirable.  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. The Chairman of the Board.  The  Chairman of the Board,  if
one shall have been elected,  shall be a member of the board,  an officer of the
Corporation,  and, if  present,  shall  preside at each  meeting of the board of
directors or shareholders. He shall advise the



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president, and in the president's absence, other officer of the Corporation, and
shall  perform  such other duties as may from time to time be assigned to him by
the board of directors.

          Section 7. The President.  The president  shall be the chief executive
officer of the corporation.  In the absence of the Chairman of the Board or if a
Chairman of the Board shall have not been elected,  the president  shall preside
at all meetings of the stockholders and board of directors at which he or she is
present;  subject to the powers of the board of  directors,  shall 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
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 shall have such other powers and perform
such other  duties as may be  prescribed  by the board of directors or as may be
provided in these by-laws.

          Section 8.  Vice-presidents.  The vice-president,  if any, 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  president or these  by-laws may,  from time to
time, prescribe.

          Section 9. 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  president'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 president 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
president, or secretary may, from time to time, prescribe.

          Section 10. 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 president and the board of directors, at its regular meeting
or when the board of directors so



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requires, an account of the corporation; shall have such powers and perform such
duties as the board of directors,  the president 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 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 president or treasurer may, from time to time, prescribe.

          Section 11. Other Officers,  Assistant Officers and Agents.  Officers,
assistant  officers  and  agents,  if any,  other  than those  whose  duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

          Section 12.  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

                              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 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,
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  holder's
attorney duly



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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 nor less than ten
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 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



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<PAGE>


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 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 VI

                               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.



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<PAGE>



          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,  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.


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<PAGE>


          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  by-laws  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 VII

                                   AMENDMENTS

          These  by-laws may be amended,  altered,  or repeated  and new by-laws
adopted at any meeting of the board of  directors by a majority  vote.  The fact
that the power to adopt,  amend, after, or repeal the by-laws has been conferred
upon the  board of  directors  shall not  divest  the  stockholders  of the same
powers.


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