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                                                                     Exhibit 3.2


                                     BY-LAWS

                                       OF

                            TRIDENT ROWAN GROUP, INC.
                             a Maryland corporation
                               (the "Corporation")


                                    ARTICLE I

                                     OFFICES

     Section 1.01. REGISTERED OFFICE. The registered office of the Corporation
in the State of Maryland shall be in the City of Baltimore, State of Maryland,
and the name of the resident agent in charge thereof is The Corporation Trust
Incorporated.

     Section 1.02. OTHER OFFICES. The Corporation may also have offices at such
other places 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 2.01. GENERAL. All meetings of the stockholders shall be held at
such place either within or without the State of Maryland as the Board of
Directors shall determine prior to the mailing of the notice of such meeting.

     Section 2.02. ANNUAL MEETING. The annual meeting of stockholders of the
Company, for the election of directors and for the transaction of any other
business which may properly be transacted at the annual meeting, shall be held
at such hour on such day and at such place within or without the State of
Maryland as may be fixed by the Board of Directors.

     Section 2.03. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors or at the request in writing of stockholders owning a
majority of the Common Stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.



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     Section 2.04. NOTICE AND PURPOSE OF MEETINGS. Notice of the time and place
and the purpose or purposes of each meeting of stockholders shall be given by
the Secretary or an Assistant Secretary by mail not less than ten days (unless a
longer period shall be required by statute) nor more than sixty days before the
meeting to each stockholder of record entitled to vote at such meeting. Such
notice shall be directed to each stockholder at his address as it appears on the
stock register of the Corporation unless he shall have filed with the Secretary
of the Corporation a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed or transmitted to the
address designated in such request. Such further notice shall be given as may be
required by law. Except as otherwise expressly provided by statute, no notice of
a meeting of stockholders shall be required to be given to any stockholder who
shall, in person or by attorney thereunto authorized, waive such notice in
writing or by facsimile, telegraph, cable or radio either before or after such
meeting or is present at the meeting in person or by proxy. Except where
otherwise required by law, notice of any adjourned meeting of stockholders shall
not be required to be given.

     Section 2.05. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of
stockholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these By-Laws. If, however,
such quorum shall not be present or represented at any meeting of stockholders,
the stockholders entitled to vote thereat present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 2.06. VOTING. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, at every meeting of stockholders
each stockholder of the Corporation entitled to vote at such meeting shall have
one vote for each share of stock having voting rights held by him and registered
in his name on the books of the Corporation at the record date fixed or
otherwise determined for such meeting. Any vote may be given by the stockholder
entitled thereto in person or by his proxy appointed by an instrument in writing
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the Secretary of the meeting; provided, however, that no proxy
shall be voted on after three years from its date unless said proxy provides for
a longer period. Except as otherwise required by statute, the Certificate of
Incorporation or these By-Laws, or in electing directors, all matters coming
before any meeting of stockholders shall be decided by a majority vote of the
stockholders entitled to vote thereat, a quorum being present.

     Section 2.07. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at each meeting of stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary
or other officer of the Corporation having charge of the stock ledger. Such list
shall

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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 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 said meeting is to be held, and the list shall be
produced and kept at the time and place of said meeting during the whole time
thereof, and shall be subject to the inspection of any stockholder who may be
present.

         Section 2.08.  NOTICE OF STOCKHOLDER BUSINESS.

     (a) At an annual meeting of the stockholders only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who is a stockholder of
record at the time of giving of the notice provided for in these By-laws, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in these By-laws.

     (b) For business to be properly brought before an annual meeting by a
stockholder pursuant to clause Section 2.08(a) of these By-laws, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive office of the Corporation not less than
60 days nor more than 90 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
meeting is changed by more than 30 days from such anniversary date, notice by
the stockholder to be timely must be received no later than the close of
business on the 10th day following the earlier of the day on which notice of the
date of the meeting was mailed or public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, and the name
and address of the beneficial owner, if any, on whose behalf the proposal is
made, (iii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder of record and by the beneficial
owners, if any, on whose behalf the proposal is made and (iv) any material
interest of such stockholder of record and the beneficial owner, if any, on
whose behalf the proposal is made in such business.

     (c) Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in these By-laws. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the procedures prescribed by
these By-laws, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of these By-laws, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in these By-laws.

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                                   ARTICLE III

                                    DIRECTORS

     Section 3.01. POWERS. The property and business and affairs of the
Corporation shall be managed by or under the direction of its Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws directed or required to be exercised or done by the
stockholders.

         Section 3.02.  NUMBER; TERM; NOMINATIONS; QUALIFICATIONS.

     (a) The number of directors which shall constitute the whole Board shall be
not less than one nor more than eleven, so long as Finprogetti S.p.A. shall not
have sold to Tamarix Investors LDC 1,635,000 Shares of Common Stock of the
Corporation pursuant to a certain stock purchase agreement dated 7 March 1997,
and shall be reduced to ten immediately after Finprogetti shall have sold to
Tamarix all of such Shares of Common Stock pursuant to the stock purchase
agreement. Any director may resign at any time by giving written notice to the
Corporation; such resignation shall take effect immediately upon receipt by the
Corporation if no time is specified therein, or at such later time as such
director may specify. The directors shall be elected at the annual meeting of
the stockholders, except as provided in Section 3.03.

     (b) Each director shall be elected to serve for a three year term, and
until his successor shall be elected and qualified or until his earlier
resignation or removal. The terms of the directors shall be staggered, so that
the terms of approximately one-third of the directors (depending on the total
number of directors) shall end each year. The institution of these staggered
terms shall be implemented gradually commencing in 1997: four directors shall be
elected in 1997 and shall serve until the annual meeting of stockholders in 1998
(the "1998 class year"), four directors shall be elected in 1997 and shall serve
until the annual meeting of stockholders in 1999 (the "1999 class year"), and
three directors shall be elected in 1997 and shall serve until the annual
meeting of stockholders in 2000 (the "2000 class year.")

     (c) So long as Tamarix Investors LDC shall own one million or more Shares
of Common Stock of the Corporation, it shall have the power to nominate a
director who, if elected, shall be the Chairman of the Board and who shall serve
in the 1998 class year, a director who shall serve in the 1999 class year, and a
director who shall serve in the 2000 class year. So long as Tamarix Investors
LDC shall own at least 500,000, but not more than 999,999, Shares of Common
Stock of the Corporation, it shall have the power to nominate a director who, if
elected, shall be the Chairman of the Board and who shall serve in the 1998
class year, and a director who, if elected, shall serve in the 1999 class year.
So long as Tamarix Investors LDC shall own at least 300,000, but not more than
499,999, Shares of Common Stock of the Corporation, it shall have the power to
nominate a director who, if elected, shall serve in the 1998 Class Year. Upon
any change in its shareholdings which reduces the number of directors which it
has the power to nominate, all of the

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directors whom it nominated shall resign, and Tamarix Investors LDC shall have
the power to nominate the number of directors to each of the class years as
provided above, in order to insure that the directors whom it has nominated are
in class years which it deems appropriate.

     (d) The Board shall include no fewer than three independent directors, who
shall be persons of good character who are experienced in business matters and
who are reasonably acceptable to Tamarix Investors LDC. An "independent
director" shall be defined as a person who is not employed by the Company or
nominated by Tamarix Investors LDC to serve as a director.

     (e) Only persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible to serve as directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in these By-laws, who shall be
entitled to vote for the election of directors at the meeting and who complies
with the notice procedures set forth in these By-laws.

     (f) Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation (i) in the case of an annual meeting, not less than
60 days nor more than 90 days prior the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from such anniversary date,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made, and
(ii) in the case of a special meeting at which directors are to be elected, not
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
was made. Such stockholder's notice shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement, as a nominee and to serving as a director if elected); (ii) as to the
stockholder giving the notice (a) the name and address, as they appear on the
Corporation's books, of such stockholder and (b) the class and number of shares
of the Corporation which are beneficially owned by such stockholder and also
which are owned of record by such stockholder; and (iii) as to the beneficial
owner, if any, on whose behalf the nomination is made, (a) the name and address
of such person and (b) the class and number of shares of the Corporation which
are beneficially owned by such person. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee.


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     (g) No person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in these By-laws.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures
prescribed by these By-laws, and if he should so determine, he shall so declare
in the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of these By-laws, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in these By-laws.

     Section 3.03. VACANCIES. If any vacancies occur in the Board of Directors
caused by death, resignation, retirement, disqualification or removal from
office of any directors or otherwise, or any new directorship is created by any
increase in the authorized number of directors, a majority of the directors then
in each office, though less than a quorum, or the remaining sole director may
reduce the size of the Board as provided in Section 3.02 or choose a successor
or successors, or fill the newly created directorship, and director so chosen
shall hold office until the next annual election of directors and until his
successor shall be duly elected and qualified or until his earlier resignation
or removal.

     Section 3.04. MEETINGS. Meetings of the Board of Directors shall be held at
such place within or without the State of Maryland as may from time to time be
fixed by resolution of the stockholders or Board of Directors, or as may be
specified in the notice of the meeting. Regular meetings of the Board of
Directors shall be held at such times and places as may from time to time be
fixed by resolution of the Board of Directors, and special meetings shall be
called by the Secretary pursuant to order of the President or any three
directors whenever in their judgment it may be necessary, by notice duly served
on or given by the Secretary to each director not less than three days before
such meeting. Such notice shall be given personally or by telephone or facsimile
transmission at least two days before the date of the meeting. Each newly
elected Board of Directors shall meet and organize at the place of the meeting
of the stockholders on the same date as the annual meeting of the stockholders
at which such Board of Directors was elected and as soon as reasonably
practicable after the adjournment of such annual meeting of the stockholders,
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum shall be present.
In the event such meeting is not so held, the meeting may be held at such time
and place as shall be specified in a notice given as herein provided for special
meetings of the Board of Directors or as shall be specified in a written waiver
signed by all of the directors. Notice need not be given of regular meetings of
the Board of Directors held at the time and place fixed by resolution of the
Board of Directors. Meetings may be held at any time without notice if all the
directors are present, or if at any time before or after the meeting those not
present waive notice of the meeting in writing.

     Section 3.05. QUORUM; VOTING. At all meetings of the Board the presence of
a majority of the directors then in office shall be necessary and sufficient to
constitute a quorum for the transaction of business. The act of a majority of
the directors shall be the act of the Board of Directors if such act was taken
at a meeting at which there is a quorum, except as may be otherwise specifically

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provided by statute or by the Certificate of Incorporation or these By-Laws. If
a quorum shall not be present at any meeting 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 3.06.  COMMITTEES; EXECUTIVE COMMITTEE.

     (a) The Board of Directors may, by resolution or resolutions passed by a
majority of the whole Board of Directors, 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 said resolution or resolutions and subject to any
restrictions imposed by applicable law, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation. 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.
Unless otherwise provided in the resolution of the Board of Directors
designating a committee, each committee shall have the power to adopt rules and
regulations for the calling and holding of meetings, and in the absence of the
adoption of such rules and regulations the provisions of these By-Laws relating
to the calling and holding of meetings of the Board of Directors shall apply.
Unless otherwise provided in the resolution of the Board of Directors
designating a committee, each committee may select a Chairman and a majority of
a committee shall constitute a quorum. A committee shall keep minutes of its
meetings. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to discharge any such committee.

     (b) The Board of Directors shall designate a five-member Executive
Committee of the Board of Directors, which shall include the Chairman of the
Board of Directors or a director whom he designates, and who was nominated by
Tamarix Investors LDC to serve as a director, the Chief Executive Officer (if he
is a director), one director nominated by Tamarix Investors LDC, one independent
director, and one director other than the foregoing persons who lives and is
employed in Italy, and which shall have the power to take the following actions
among others: to direct the day-to-day business activities of the Corporation
which are within budget and operating guidelines prescribed by the Board of
Directors and which are not matters which require action by the stockholders of
the Corporation.

     Section 3.07. REMOVAL OF DIRECTORS. At any special meeting of the
stockholders, duly called, as provided in these By-Laws, any director or
directors, by the affirmative vote of the holders of not less than a majority of
all shares of stock outstanding and entitled to vote for the election of
directors, may be removed from office with cause and his successor or their
successors may be elected at such meeting; or the remaining directors may, to
the extent vacancies are not filled by such election, fill any vacancy or
vacancies created by such removal. At any meetings of the Board of Directors any
director or directors, by the vote of a majority of the Board of Directors, may
be removed from office for cause and his successor or their successors elected
pursuant to the provisions of Sections 3.02 and 3.03 of these By-Laws. If a
director nominated by Tamarix Investors LDC shall be removed, Tamarix Investors
LDC shall have the power to nominate a successor director.


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         Section 3.08. INTERESTED DIRECTORS. 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, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, 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 of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if: (1) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee, and the Board of Directors 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 his 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 or ratified in good faith by vote of the stockholders, the
interested director or officer and the organization in which he is interested
abstaining or voting with the majority of the other shareholders who shall vote.
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.

     Section 3.09. INFORMAL ACTION. Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of the committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or such committee.

     Section 3.10. MEETINGS VIA CONFERENCE TELEPHONE. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or a committee by means of a
conference telephone or similar communications equipment in which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

     Section 3.11. COMPENSATION OF DIRECTORS. Directors who are not salaried
officers or salaried employees of the Corporation shall be entitled to receive
such compensation for their services as may from time to time be determined by
resolution of the Board of Directors, and all directors shall be entitled to
reimbursement of their reasonable expenses of attendance at each regular or
special meeting of the Board. Like compensation may be allowed by the Board of
Directors for attendance at committee meetings. Nothing herein contained shall
be construed to preclude any Director from serving the Corporation as a salaried
officer or salaried employee, or from rendering advice or services to the
Corporation in any other capacity, and receiving remuneration therefor.


                                   ARTICLE IV

                                    OFFICERS

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     Section 4.01. NUMBER. The officers of the Corporation shall be chosen by
the directors and shall be a President, a Secretary and a Treasurer, and, in the
discretion of the Board of Directors, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. More than one office may be held by the
same person. The Board may also elect other officers with such titles, powers
and duties as the Board shall designate.

     Section 4.02. TERM AND REMOVAL. Each officer of the Corporation shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the whole Board of Directors. Any officer may resign at
any time by giving written notice to the Corporation; such resignation shall
take effect immediately upon receipt by the Corporation if no time is specified
therein, or at such later time as such officer may specify. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

     Section 4.03. POWERS AND DUTIES. The officers of the Corporation shall each
have such powers and duties as may be prescribed by statute, the Corporation's
Certificate of Incorporation or these By-Laws or, if not so prescribed, as
generally pertain to their respective offices, as well as such powers and duties
as from time to time may be conferred by the Board of Directors.

     Section 4.04. VOTING CORPORATION'S SECURITIES. Unless otherwise ordered by
the Board of Directors, the President or, in the event of his absence or
inability to act, any Vice President, shall each have full power and authority
on behalf of the Corporation to attend and to act and to vote, in person or by
proxy, at any meetings of security holders of corporations in which the
Corporation may hold securities, and at such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities, and which as the owner thereof the Corporation might have possessed
and exercised if present. Such rights and powers shall include the right to
waive notice of meetings and to consent to action taken without a meeting. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.

     Section 4.05. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board
of Directors shall be a director and shall preside at meetings of the Board of
Directors and of the Executive Committee.

     Section 4.06. PRESIDENT. The President shall be the chief executive officer
of the Company. The President shall have such powers and perform such duties as
the Board of Directors, the Executive Committee, or relevant statutes may from
time to time prescribe. In the absence or inability to act of the Chairman of
the Board, unless the Board shall otherwise provide, the President shall perform
all the duties and may exercise any of the powers of the Chairman of the Board,
subject to the control of the Board of Directors.

     Section 4.07. VICE PRESIDENTS. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Chairman of the Board
or the President may from time

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to time prescribe. In the absence or inability to act of the President, unless
the Board of Directors shall otherwise provide, the Vice President who has
served in that capacity for the longest time and who shall be present and able
to act, shall perform all the duties and may exercise any of the powers of the
President. The performance of any duty by a Vice President shall, in respect of
any other person dealing with the Company, be conclusive evidence of such Vice
President's power to act.

     Section 4.08. TREASURER. The Treasurer shall have charge of all funds and
securities of the Company, shall endorse the same for deposit or collection when
necessary and deposit the same to the credit of the Company in such banks or
depositories as the Board of Directors may authorize. The Treasurer may endorse
all commercial documents requiring endorsements for or on behalf of the Company
and may sign all receipts and vouchers for payments made to the Company. The
Treasurer shall have all such further powers and duties as generally are
incident to the position of Treasurer or as may be assigned to the Treasurer by
the Chairman of the Board, President, any Vice President or the Board of
Directors.

     Section 4.09. SECRETARY. The Secretary shall record all proceedings of
meetings of the stockholders and directors in a book kept for that purpose and
shall file in such book all written consents of directors to any action taken
without a meeting. The Secretary shall attend to the giving and serving of all
notices of the Company. The Secretary shall have custody of the seal of the
Company and shall attest the same by signature whenever required. The Secretary
shall have charge of the stock ledger and such other books and papers as the
Board of Directors may direct, but may delegate responsibility for maintaining
the stock ledger to any transfer agent appointed by the Board. The Secretary
shall have all such further powers and duties as generally are incident to the
position of Secretary or as may be assigned to the Secretary by the Chairman of
the Board, the President, any Vice President or the Board of Directors.

     Section 4.10. ASSISTANT TREASURERS. In the absence or inability to act of
the Treasurer, any Assistant Treasurer may perform all the duties and exercise
all the powers of the Treasurer. The performance of any such duty shall, in
respect of any other person dealing with the Company, be conclusive evidence of
such Assistant Treasurer's power to act. An Assistant Treasurer shall also
perform such other duties as the Treasurer or the Board of Directors may assign
to such person.

     Section 4.11. ASSISTANT SECRETARIES. In the absence or inability to act of
the Secretary, any Assistant Secretary may perform all the duties and exercise
all the powers of the Secretary. The performance of any such duty shall, in
respect of any other person dealing with the Company, be conclusive evidence of
such Assistant Secretary's power to act. An Assistant Secretary shall also
perform such other duties as the Secretary or the Board of Directors may assign
to such person.

     Section 4.12. DELEGATION OF DUTIES. In case of the absence of any officer
of the Company, or for any other reason that the Board may deem sufficient, the
Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.



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                                    ARTICLE V

                              CERTIFICATES OF STOCK

     Section 5.01. FORM. The interest of each stockholder shall be evidenced by
a certificate or certificates for shares of stock of the Corporation in such
form as the Board of Directors may from time to time prescribe. The certificates
of stock shall be signed by the President, or a Vice President and the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary and sealed
with the seal of the Corporation, which may be a facsimile, engraved, imprinted
or affixed. Any or all of the signatures on a certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be an
officer, the transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such officer,
transfer agent or registrar had not ceased to be such at the time of its issue.

     Section 5.02. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificates for
shares of stock of the Corporation shall be issued in place of any certificates
alleged to have been lost, stolen or destroyed except upon production of such
evidence of the loss, theft or destruction and upon indemnification of the
Corporation and its agents to such extent and in such manner as the Board of
Directors from time to time may prescribe.

     Section 5.03. TRANSFERS. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on surrender of the
certificate or certificates for such shares properly endorsed. The Board of
Directors from time to time may make such additional rules and regulations as it
may deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.

         Section 5.04.  FIXING RECORD DATE.

     (a) 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, or entitled to express consent to 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 of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than ten days before the date of such meeting, nor
more than 60 days prior to any other action. Only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to notice of, and
to vote at, such meeting and any adjournment thereof, or to express consent or
dissent to corporate action in writing without a meeting, or to receive payment
of such dividend or other distribution, or to exercise such rights in respect of
any such change, conversion or exchange of stock, or to participate in such
action, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any record date so fixed.

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     (b) If no record date is fixed by the Board of Directors, (i) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
date on which notice is given, (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed, and (iii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

     (c) 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 5.05. HOLDER OF RECORD. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Maryland.

     Section 5.06. EXAMINATION OF BOOKS BY STOCKHOLDERS. The Board shall have
the power to determine, from time to time, whether and to what extent and at
what times and places and under what conditions and regulations the accounts and
books and documents of the Corporation, or any of them, shall be open to the
inspection of the stockholders; and, except as otherwise provided by law or
determined by the Board of Directors, no stockholder shall otherwise have any
right to inspect any account or book or document of the Corporation.


                                   ARTICLE VI

                               GENERAL PROVISIONS

     Section 6.01. DIVIDENDS. Dividends upon the 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.

         Section 6.02. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors from time to time may designate. Such signing
may be in facsimile if so authorized by the Board of Directors.

     Section 6.03. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal, Maryland." Said seal

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may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


                                   ARTICLE VII

                                   AMENDMENTS

         Section 7.01.  AMENDMENTS.

     (a) Except as hereinafter provided, these By-Laws, or any of them or any
additional or amended By-Law, may be altered or repealed and new By-Laws may be
adopted at any regular meeting of the Board of Directors without notice, or at
any special meeting, the notice of which shall set forth the terms of the
proposed amendment, by the vote of a majority of the entire Board of Directors.

     (b) This Section 7.01, relating to amendments, may, however, be amended
only at a regular meeting of stockholders without notice, or at a special
meeting of stockholders the notice of which shall set forth the terms of the
proposed amendment, in either case by the vote of a majority of the votes
entitled to be cast in the aggregate by all stockholders present in person or by
proxy at such meeting.

     (c) The Board of Directors shall not exercise its power under Section
7.01(a) hereof to vote to amend these By-Laws in whole or in part, without the
written consent of Tamarix Investors LDC, subject to requirements of applicable
law so long as Tamarix Investors LDC shall own at least 7.5% of the issued and
outstanding shares of Common Stock of the Corporation.



                                  ARTICLE VIII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS


         Section 8.01      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a) The provisions of Section 2-418 of the Maryland General Corporation
Law, as in effect from time to time, and any successor thereto, are hereby
incorporated by reference in these By-laws and the Corporation shall provide
indemnification to its directors and officers to the maximum extent required or
permitted thereunder.

                  (b) The Corporation shall indemnify any person made or
threatened to be made a party to an action, suit or proceeding, whether, civil,
criminal, administrative or investigative, by

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reason of the fact that such person, at the request of the Corporation, is or
was a director or officer of another corporation, against the liabilities, costs
and expenses of every kind actually and reasonably incurred by him as a result
of such action, suit or proceeding, or any threat thereof or any appeal thereon,
to the full extent required or permitted under applicable common or statutory
law, state or federal. The foregoing indemnity shall not be exclusive of other
rights to which such person may be entitled.