AMENDMENT TO BY-LAWS OF
                          FAIRMOUNT CHEMICAL CO., INC.



                         CERTIFICATE OF THE SECRETARY OF
                          FAIRMOUNT CHEMICAL CO., INC.



     The undersigned, Maria Hayducka, the duty elected, authorized and qualified
Secretary  of  Fairmount  Chemical  Co.,  Inc.,  a New Jersey  corporation  (the
"Corporation"),  does hereby certify that the attached  hereto as Exhibit A is a
true,  correct  and  complete  copy of the  resolution  adopted  by the Board of
Directors  of the  Corporation  effective  as of April 10,  2001,  and that said
resolution has not been amended, modified or rescinded and remains in full force
and effect.

     IN  WITNESS  WHEREOF,  I have  hereunder  set my hand as the  duly  elected
authorized Secretary of the Corporation as of the 10th day of May 2001




                                             /S/ Maria Hayducka
                                             ------------------------------
                                             Maria Hayducka, Secretary
                                             of Fairmount Chemical co., Inc.


<PAGE>


                                    EXHIBIT A

                               RESOLUTION ADOPTED
                          BY THE BOARD OF DIRECTORS OF
                          FAIRMOUNT CHEMICAL CO., INC.


     RESOLVED,  That Section 1 of Article IV of the Bylaws of the Corporation be
     amended in its entirety to read as follows:

               SECTION 1.  Board of  Directors.  The  properties,  business  and
               affairs  of the  corporation  shall  be  managed  by a  board  of
               directors  composed  of not less than three (3) and not more five
               (5),  directors,  the actual number to be determined from time to
               time by resolution of the board of directors.  Directors need not
               be stockholders of the corporation.



                                       2
<PAGE>


AS AMENDED THROUGH APRIL 10, 2001



                                     BY-LAWS

                                       OF

                          FAIRMOUNT CHEMICAL CO., INC.



                                    ARTICLE I

                                     Offices


     In addition to the principal  office of the corporation  located within the
State of New Jersey,  the corporation may also have offices at such other places
within or  without  the State of New Jersey as the board of  directors  may from
time to time designate, or the business of the corporation may require.


                                   ARTICLE II


                                      Seal

     The  corporate  seal  shall  have   inscribed   thereon  the  name  of  the
corporation,  the year of its  organization,  and the words "Corporate Seal, New
Jersey."  Said  seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced, or otherwise used.


                                   ARTICLE III


                             Stockholders' Meetings

     SECTION I. Annual Meeting.  All meetings of the stockholders  shall be held
at the principal  office of the  corporation  in the State of New Jersey,  or at
such time and place  within  the State of New  Jersey or within  the City of New
York,  State of New York, as may be designated from time to time by the board of
directors and stated in the notice of the meeting.

     SECTION 2. Date and time. An annual meeting of  stockholders  shall be held
on the second Tuesday of May in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., or on such other
date and time as may be  designated  from time to time by the Board of Directors
and stated in the Notice of Meeting, without amendment of this provision. At the
annual meeting,  the stockholders  shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.


                                       3
<PAGE>


     SECTION 3.  Quorum.  The holders of a majority of the capital  stock issued
and outstanding  and entitled to vote thereat,  present in person or represented
by proxy,  shall be requisite for and shall  constitute a quorum at all meetings
of the  stockholders  for the  transaction  of  business,  except  as  otherwise
provided by law or by the Certificate of Incorporation or by these By-Laws.  If,
however, such majority shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy,  shall have power to adjourn the meeting  from time to time with  notice,
until the requisite  amount of voting stock shall be present or represented.  At
such  adjourned  meeting at which the requisite  amount of voting stock shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the original meeting.

     When a quorum is  present  at any  meeting,  the vote of the  holders  of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express  provision of the statutes or of the Certificate of
Incorporation  or by these By-Laws a different  vote is required,  in which case
such express provision shall govern and control the decision of such question.

     SECTION 4. Voting. At each meeting of the  stockholders,  every stockholder
having  the  right to vote  shall be  entitled  to vote in  person,  or by proxy
appointed by an instrument in writing  subscribed by such  stockholder or by his
duly authorized attorney.  No proxy shall be voted on after three years from its
date unless said proxy provides for a longer period.  Each stockholder  shall be
entitled  at every  meeting of the  corporation  to one vote for every  share of
stock, having voting power, standing in his name on the books of the corporation
and, except where the transfer books of the  corporation  shall have been closed
or a date shall have been fixed as a record  date for the  determination  of its
stockholders  entitled  to vote,  no  share  of  stock  shall be voted on at any
election  for  directors  which  has  been  transferred  on  the  books  of  the
corporation  within  twenty  days next  preceding  such  election.  The vote for
directors,  and, upon the demand of any stockholder,  the vote upon any question
before  the  meeting  shall be by  ballot.  All  elections  shall be had and all
questions decided by a plurality of the votes cast.

     SECTION  5.  Notice  of  Meetings.  The  notice  of  each  meeting  of  the
stockholders  shall  be in  writing  and  shall be  given  by the  President,  a
Vice-President, the Secretary or an Assistant Secretary. Such notice shall state
the  purpose or  purposes  for which the meeting is called and the time when and
the place where it is to be held,  and a copy  thereof  shall be served,  either
personally  or by copy thereof  shall be served,  either  personally or by mail,
upon each stockholder of record entitled to vote at such meeting,  and upon each
stockholder  who,  by reason of any action  proposed at such  meeting,  would be
entitled to have his stock  appraised  if such action were taken,  not less than
ten (10) nor more than  fifty  (50) days  before the  meeting.  If mailed,  such
notice  shall be directed to a  stockholder  at his address as it appears on the
stock register  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 to the address designated in such request.

     SECTION  6.   Stockholder   List.  A  full,  true  and  complete  list,  in
alphabetical order, of all stockholders entitled to vote at the ensuing election
of directors, and the post-office address and the number of shares held by each,
shall be  prepared by the  Secretary  and filed in the  principal  office of the
corporation,  at least ten days before every  election,  and shall at all times,
during the usual hours for business, and during the whole time of said election,
be open to the examination of any stockholder.


                                       4
<PAGE>


     SECTION 7. Special Meetings. Special meetings of the stockholders,  for any
purpose or purposes,  unless otherwise prescribed by statute, may be held at the
same place or places as is herein above  prescribed  for annual  meetings,  upon
call by the  President,  and such  meetings  shall be called by the President or
Secretary at the request in writing of a majority of the board of directors,  or
at the request in writing of  stockholders  owning  twenty  percent (20%) of the
outstanding  capital stock.  Such request shall state the purpose or purposes of
the proposed  meeting and business  transacted  thereat shall be confined to the
objects so stated and matters germane thereto.


                                   ARTICLE IV

                                    Directors

     SECTION 1. Board of Directors. The properties,  business and affairs of the
corporation  shall be managed by a board of directors  composed of not less than
three (3) nor more than five (5), directors,  the actual number to be determined
from time to time by resolution of the board of directors. Directors need not be
stockholders of the corporation.

     SECTION 2. Election and Term of Office.  The directors  shall be elected at
the annual meeting of the  stockholders,  and subject  expressly to the right of
removal  provided  for in Section 7 of this Article IV, each  director  shall be
elected to serve  until his  successor  shall be elected and shall  qualify,  or
until his  resignation  in  writing  has been filed  with the  Secretary  of the
corporation.

     SECTION 3. Regular  Meetings.  A regular  meeting of the 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.  The board of directors
may provide,  by  resolution,  the time and place,  either within or without the
State of New Jersey,  for the holding of  additional  regular  meetings  without
other notice than such resolution.

     SECTION 4. Special Meetings. Special meetings of the board of directors may
be called by the President on two days' notice to each director,  personally, by
mail or by telegram,  cablegram or radio-gram to the address of each director as
recorded on the books of the  corporation;  special  meetings shall be called by
the  President  or  Secretary  in like  manner and on like notice on the written
request of two directors.  Unless otherwise  provided by the board of directors,
special  meetings  shall be held at the place  designated  in the  notice of the
meeting.

     SECTION 5. Quorum and Vote.  At all meetings of the board of  directors,  a
majority  of the  board at a  meeting  duly  assembled  shall be  necessary  and
sufficient to constitute a quorum for the  transaction of business,  and the act
of a majority of the  directors  present at any such meeting shall be the act of
the board of  directors,  except as may be  otherwise  specifically  provided by
statute or law or by the Certificate of Incorporation or by these By-Laws.

     SECTION 6.  Vacancies and Increase or Decrease in Number of  Directors.  If
the  office of any  director  or  directors  becomes  vacant for any  reason,  a
majority of the  remaining  directors,  though less than a quorum,  may choose a
successor  or  successors  who shall  hold  office  until the next  election  of
directors and until their  successors  shall be duly elected and  qualified.  In
case of any  increase  in the number of  directors,  a majority  of the board of
directors  then in office shall have power to fill the vacancies in the board of
directors  arising from such  increase  (unless such  vacancies  shall have been


                                       5
<PAGE>


previously filled by the stockholders) by the election of additional  directors,
and any  directors so elected  shall hold office until the next annual  election
and until their successors  shall be duly elected and qualified.  No decrease in
the number of  directors  shall have the  effect of  shortening  the term of any
incumbent director.

     SECTION 7. Removal. Any director may at any time be removed, either with or
without cause, by resolution duly adopted by the affirmative vote of the holders
of a majority of the issued and outstanding shares having voting power, given at
a special meeting of said  stockholders,  duly called and held for that purpose;
and the vacancy in the board thereby created may be filled in the same manner by
the  stockholders  at  said  meeting;  provided,   however,  that  in  case  the
stockholders do not fill such vacancy at such meeting,  the remaining directors,
though less than a quorum, may fill such vacancy.

     SECTION 8.  Resignation.  Any director of the corporation may resign at any
time by giving written notice to the President or Secretary of the  corporation.
Such resignation  shall take effect on the date of the receipt of such notice or
at any later date specified  therein,  and, unless otherwise  specified therein,
the acceptance of said resignation shall not be necessary to make it effective.

     SECTION 9. Compensation. Directors as such shall receive such fixed sum for
their  services as may be  established  from time to time by  resolution  of the
board of directors, plus expenses of attendance, if any, at any meeting. Nothing
herein  contained  shall be construed to preclude any director  from serving the
corporation in any other capacity and receiving compensation therefor.

     SECTION 10. Action by Consent. 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 prior or subsequent to such action all members of the board
of  directors  or of such  committee,  as the case may be,  consent  thereto  in
writing and such written consents are filed with the minutes of its proceedings.

     SECTION 11. Meeting by Telephone or Similar Communications  Equipment.  Any
or all directors may  participate  in a meeting of the board of directors or any
committee thereof by means of conference telephone or any means of communication
by which all persons  participating  in the meeting are able to hear each other.

                                   ARTICLE V

                               Standing Committees

     The board of  directors  may,  by  resolution  or  resolutions  passed by a
majority  of the  whole  board,  designate  an  Executive  Committee  and  other
committees,  each such  committee to consist of two or more of the  directors of
the   corporation,   which,  to  the  extent  provided  in  said  resolution  or
resolutions, shall have and may exercise the powers of the board of directors in
the  management  of the  business and affairs of the  corporation,  and may have
power to authorize the seal of the corporation to be affixed to all papers which
may require it;  provided,  however,  that no committee shall have power to fill
vacancies  in the board of  directors  or to change  the  membership  of or fill
vacancies  in any  committee,  or to make or amend  by-laws.  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.

     The chairman of any such  committee may call a meeting  thereof at any time
on notice to members of the committee and he, or the Secretary,  shall call such
meeting when requested by any member of the committee.


                                       6


<PAGE>


                                   ARTICLE VI

                                    Officers

     SECTION 1. Officers. Terms of Office. The officers of the corporation shall
be a  Chairman  of the  Board,  a  President,  one or  more  Vice-Presidents,  a
Secretary, a Treasurer, an Assistant Secretary, an Assistant Treasurer, and such
other officers as the board of directors may  determine,  all of whom shall hold
office  until the first  meeting of the board of  directors  following  the next
annual meeting of stockholders and until their respective successors are elected
and shall  qualify.  Any two or more  officers  may be held by the same  person,
except the offices of President and Secretary.

     SECTION 2.  Election  of  Officers.  The board of  directors,  at its first
meeting after each annual meeting of stockholders,  shall elect a President from
their own number and shall also elect one or more Vice-Presidents,  a Secretary,
a Treasurer, an Assistant Secretary and an Assistant Treasurer,  who need not be
members of the board.

     SECTION 3. Other  Officers.  The board of directors  may appoint such other
officers and agents as it may deem  necessary,  who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the board.

     SECTION 4. Compensation. Officers shall be entitled to such compensation as
the board of directors shall from time to time determine.

     SECTION 5.  Removal and  Vacancy.  Any officer  elected or appointed by the
board of directors  may be removed at any time,  with or without  cause,  by the
majority  vote of the whole board of directors but such removal shall be without
prejudice  to the  contract  rights,  if any, of the person so  removed.  If the
office of any officer shall become vacant for any reason, including the creation
of a new office by the board of  directors,  the vacancy  shall be filled by the
board of directors for the unexpired term or terms.

     SECTION 6. Powers and Duties of Officers.

     a.  Chairman of the Board.  The Chairman of the Board shall  preside at all
meetings  of the  stockholders  and the  board  of  directors  and he  shall  be
responsible  for the  implementation  of  corporate  policy  and  for  corporate
planning.

     b. President.  The President  shall be the chief  executive  officer of the
corporation,  he shall be responsible  for the management of the business of the
corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors  are carried  into  effect;  he shall  preside at all  meetings of the
shareholders  in the  absence  of the  Chairman,  and,  in  the  absence  of the
Chairman,  at all  meetings of the board of  directors;  and in the event of the
disability of the Chairman,  he shall perform the duties and exercise the powers
of the Chairman.

     c. The  Vice-Presidents.  The  Vice-Presidents  shall have such  powers and
perform such duties as may from time to time be assigned to them by the board of
directors. At disability,  the Vice-Presidents in their order of seniority shall
perform all of the duties of the President.


                                       7
<PAGE>


     d. The Secretary and Assistant  Secretary.  (1) The Secretary  shall attend
all sessions of the board of  directors  and all  meetings of  stockholders  and
record  all votes and the  minutes of all  proceedings  in a book to be kept for
that purpose,  and shall perform like duties for any committee of the board when
required.  He shall  give or cause to be given  notice  of all  meetings  of the
stockholders  and of the board of  directors.  He shall keep in safe custody the
seal of the  corporation  and when  authorized  by the board of directors or any
committee  affix the same to any instrument  requiring it and when so affixed it
shall be attested by the  signature of the  Secretary  or such other  officer or
agent as may be designated by the board of directors.  He shall keep or cause to
be kept a stock book containing the names alphabetically arranged of all persons
who are stockholders of the corporation,  showing their places of residence, the
number of  shares  of stock  held by them,  respectively,  the time  when  they,
respectively,  became the owners thereof and the amount paid therefor.  He shall
perform such other duties as may be  prescribed by the board of directors or the
President.

     (2)  The  Assistant  Secretary  shall  perform  such of the  duties  of the
Secretary as may be assigned to him from time to time by the board of directors,
the President, any Vice-President, or the Secretary.

     e. The Treasurer and Assistant Treasurer.  (1) The Treasurer shall have the
custody  of all the  corporate  funds and  securities  and  shall  keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
corporation and shall deposit all moneys and other valuable  effects in the same
and to the credit of the  corporation in such  depositories as may be designated
by the board of directors.  He shall disburse the funds of the corporation  only
as may be ordered by the board,  taking proper  vouchers for such  disbursements
and shall render to the President and directors,  at the regular meetings of the
board,  or whenever they may require it, an account of all his  transactions  as
Treasurer and of the financial condition of the corporation.

     He shall give the corporation a bond in a sum and with such sureties as may
be required from time to time by the board of directors.

     (2)  The  Assistant  Treasurer  shall  perform  such of the  duties  of the
Treasurer as may be assigned to him from time to time by the board of directors,
the President, and Vice-President, or the Treasurer.

     SECTION 7. Additional  Powers.  In addition to the powers and duties herein
above specifically  prescribed for the respective  officers,  the board may from
time to time impose or confer upon any of the officers  such  additional  duties
and powers as the board may see fit, and the board of directors may from time to
time  impose  or  confer  any or  all of the  duties  and  powers  herein  above
specifically prescribed for any officer upon any other officer or officer.

                                   ARTICLE VII

                                 Can ital Stock

     SECTION 1.  Certificates of Stock.  Transfer  Agents and Registrars.  Every
stockholder  shall be entitled to a  certificate  or  certificates  representing
shares of capital stock of the  corporation in such form as may be prescribed by
the board of  directors,  duly numbered and setting forth the number and kind of
shares.  Each  certificate  shall be signed by the President or a Vice-President
and by the Treasurer or an Assistant  Treasurer or the Secretary or an Assistant
Secretary,  and may have affixed  thereto an impression


                                       8
<PAGE>


of the corporate  seal.  Before  issue,  a record of each  certificate  shall be
entered on the books of the corporation. The board of directors may also appoint
one or more  Transfer  Agents  and/or  Registrars  for its stock of any class or
classes and for the transfer and  registration of certificates  representing the
same and may require stock  certificates of capital stock of the corporation are
signed by a Transfer  Agent or by a Transfer and by a Registrar,  the signatures
thereon  of  the  President  or a  Vice-President  and of  the  Treasurer  or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation and the corporate seal may be facsimiles,  engraved or printed.  Any
provisions of these by-laws with reference to the signing of stock  certificates
shall include, in cases above permitted,  such facsimile signatures. In case any
officer or officers  who shall have  signed,  or whose  facsimile  signature  or
signatures shall 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 shall
have been delivered by the  corporation,  such  certificate or certificates  may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons  who signed  such  certificate  or  certificates  or whose
facsimile signature or signatures shall have been used thereon had not ceased to
be such officer or officers of the corporation. The board of directors may, from
time to  time,  make  such  additional  rules  and  regulations  as it may  deem
expedient  concerning the issue,  transfer and  registration of certificates for
shares of capital stock of the corporation.

     SECTION 2.  Transfers  of Stock and  Addresses of  Stockholders.  Shares of
stock may be transferred  by delivery of the  certificate  therefor  accompanied
either  by an  assignment  in  writing  on the back of the  certificate  or by a
written power of attorney to sell,  assign and transfer the same on the books of
the  corporation,  signed by the person  appearing by the  certificate to be the
owner of the  shares  represented  thereby,  and such  shares of stock  shall be
transferable on the books of the corporation upon surrender  thereof so assigned
or endorsed.  The person registered on the books of the corporation as the owner
of any shares of stock shall exclusively be entitled as the owner of such shares
to receive dividends, to vote and to exercise all other rights and privileges as
such owner in respect thereof.  The latest address appearing on the books of the
corporation shall be conclusively  deemed to be the post-office  address of such
stockholder.

     SECTION 3. Transfer Books. The board of directors shall have power to close
the stock transfer  books of the  corporation  for a period not exceeding  fifty
(50) days  preceding  the date of any  meeting of  stockholders  or the date for
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion  or exchange of capital stock shall go into effect,  or
for a period not  exceeding  fifty (50) days in  connection  with  obtaining the
consent of the stockholders for any purpose; provided,  however, that in lieu of
closing the stock transfer books as aforesaid, the board of directors may fix in
advance  a date not  exceeding  fifty  (5) days  preceding  the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion  or exchange of capital  stock shall go into effect,  or a date in
connection with obtaining such consent,  as a record date for the  determination
of the stockholders  entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such  allotment  of rights,  or to exercise  the rights in respect of any
such change,  conversion or exchange of capital stock,  or to give such consent,
and in such  case  such  stockholders  and only  such  stockholders  as shall be
stockholders of record on the date so fixes shall be entitled to such notice of,
and to vote at, such meeting and any adjournment  thereof, or to receive payment
of such dividend,  or to receive such  allotment of rights,  or to exercise such
rights,  or to give  such  consent,  as the  case  may be,  notwithstanding  any
transfer  of any stock on the books of the  corporation  after such  record date
fixed as aforesaid.  Except where the transfer  books of the  corporation  shall
have been  closed or a date shall  have been  fixed as the  record  date for the
determination of the  stockholders  entitled to vote, as herein before provided,
no share of stock shall be voted on at any election


                                       9
<PAGE>


for directors which shall have been  transferred on the books of the corporation
within twenty (20) days next preceding such election of directors.

     SECTION  4.  Loss  of  Certificates.  In case of the  loss,  mutilation  or
destruction  of a certificate of stock,  a duplicate  certificate  may be issued
upon such terms consistent with the laws of the State of New Jersey as the board
of directors shall prescribe.

                                  ARTICLE VIII

                               Inspection of Books

     The directors shall  determine from time to time whether,  and, if allowed,
when and under what  conditions  and  regulations  the accounts and books of the
corporation  (except  such  as may be  statute  or law be  specifically  open to
inspection),   or  any  of  them,  shall  be  open  to  the  inspection  of  the
stockholders,  and the  stockholders'  rights in this  respect  are and shall be
restricted and limited accordingly.


                                   ARTICLE IX

                                Checks and Notes

     The  moneys  of the  corporation  shall  be  deposited  in the  name of the
corporation  in such  bank or banks as the board of  directors  may from time to
time  designate,  and all  checks,  notes,  drafts and bills of  exchange of the
corporation shall be signed by such officers or agents as the board of directors
may from time to time designate.

                                    ARTICLE X

                                    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.

     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 fund to
meet  contingencies,  or  for  repairing  or  maintaining  any  property  of the
corporation, or for such other purpose as the directors shall think conducive to
the interest of the corporation,  and the directors may abolish any such reserve
in the manner in which it was created.

                                   ARTICLE XI

                                   Fiscal Year

     The  fiscal  year of the  corporation  shall  commence  on the first day of
January of each calendar year.


                                       10


<PAGE>


                                     Waivers

     The giving of notice to any stockholder or directors,  required to be given
under these  ByLaws or the laws of the State of New  Jersey,  may be waived by a
waiver in  writing,  signed by the person or persons  entitled  to said  notice,
whether  before or after the time or event  referred  to in said  notice,  which
waiver shall be deemed equivalent to such notices.

                                  ARTICLE XIII

                                   Amendments

     SECTION  1. By  Stockholders.  These  By-Laws  may be  altered,  amended or
repealed by the  affirmative  vote of the holders of a majority of the number of
shares of the stock of the  corporation  issued and  outstanding and entitled to
vote thereat,  at any annual or special  meeting of the  stockholders,  provided
notice thereof shall have been contained in the notice of the meeting.


     SECTION 2. By  Directors.  These  By-Laws may also be  altered,  amended or
repealed  by the  affirmative  vote  of at  least a  majority  of the  board  of
directors at any regular or special  meeting of the board,  if notice thereof be
contained in the notice of the meeting.

     Any by-laws adopted, or amended or altered by the directors may be amended,
altered or repealed at any regular meeting of the stockholders or at any special
meeting  of the  stockholders  at  which a quorum  is  present  or  represented,
provided notice of the proposed amendment,  alteration or repeal be contained in
the notice of such special meeting, by the affirmative vote of a majority of the
stock entitled to vote at such meeting and present or represented thereat.


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