AMENDED AND RESTATED

                                     BY-LAWS

                           CAREERENGINE NETWORK, INC.

                                    ARTICLE I

                            Meetings of Stockholders

         Section 1.1 Annual Meetings. The annual meeting of the stockholders for
the  election of directors  and for the  transaction  of such other  business as
properly  may come  before such  meeting  shall be held on such date and at such
time and place within or without the State of Delaware as may be  designated  by
the Board of Directors.

         Section 1.2 Special Meetings.  Special meetings of the stockholders for
any  proper  purpose  or  purposes  may be  called  at any time by the  Board of
Directors,  the Chairman of the Board,  or the President to be held on such date
and at such time and place  within or without the State of Delaware as the Board
of Directors,  the Chairman of the Board or the President,  whichever has called
the meeting, shall direct. A special meeting of the stockholders shall be called
by the Chairman of the Board or the President  whenever  stockholders  owning at
least 33% of the  shares of the  Corporation  then  issued and  outstanding  and
entitled to vote on matters to be submitted to  stockholders  of the Corporation
shall make application therefor in writing. Any such written request shall state
a proper  purpose or  purposes  of the  meeting  and shall be  delivered  to the
Chairman of the Board or the President.

         Section 1.3 Notice of Meeting.  Written notice,  signed by the Chairman
of the Board,  the  President,  or the Secretary or an Assistant  Secretary,  of
every  meeting of  stockholders  stating the  purpose or purposes  for which the
meeting is called,  and the date and time when, and the place where, it is to be
held shall be given either  personally or by mail, to each stockholder  entitled
to vote at such  meeting  not less than ten (10) nor more than  sixty  (60) days
before the meeting,  except as otherwise  provided by statute.  If mailed,  such
notice shall be directed to a  stockholder  at his address as it shall appear on
the  stock  books of the  Corporation,  unless  he  shall  have  filed  with the
Secretary 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.  Only such  business may be conducted as is (i)  specified in the
written notice of meeting or (ii) brought before the meeting at the direction of
the Board of Directors.

         Section 1.3 Quorum. The presence at any meeting, in person or by proxy,
of the holders of record of a majority of the shares then issued and outstanding
and entitled to vote shall be necessary  and  sufficient  to constitute a quorum
for the transaction of business, except where proved otherwise by statute.

         Section 1.5  Adjournments.  In the  absence of a quorum,  a majority in
interest of the  stockholders  entitled to vote,  present in person or by proxy,
or, if no  stockholder  entitled  to vote is present in person or by proxy,  any
officer entitled to preside or act as secretary of such meeting, may adjourn the
meeting from time to time until a quorum shall be present.

         Section  1.6  Voting.  Directors  shall be  chosen in  accordance  with
Section 2.2 thereof,  and, except where otherwise provided by statute, all other
questions shall be determined by a majority of the votes cast on such question.

         Section  1.7  Proxies.  Any  stockholder  entitled  to vote may vote by
proxy,  provided that the instrument  authorizing  such proxy to act, shall have
been executed in writing  (which shall include  telegraphing  or cabling) by the
stockholder himself or by his duly authorized attorney.

         Section  1.8 Judges of  Election.  The Board of  Directors  may appoint
Judges of Election to serve any  election of  directors  and at balloting on any
other matter that may properly come before a meeting of stockholders. If no such
appointment  shall be made,  or if any of the Judges so appointed  shall fail to
attend,  or refuse to be unable to serve,  then such  appointment may be made by
the presiding officer at the meeting.

                                   ARTICLE II

                               Board of Directors

         Section 2.1 Number.  The number of directors which shall constitute the
whole Board of Directors  shall be established  from time to time by vote of the
entire Board of Directors or by action of the stockholders but shall not be less
than three (3) nor more than ten (10).

         Section 2.2 Term of Office.  Directors  shall be classified by dividing
them into three  classes,  each  consisting  as nearly as  possible  of an equal
number  of  members.  At each  annual  meeting  of  stockholders,  one  class of
directors  shall be elected by a majority of the votes cast to hold office for a
term of three  years,  and until  their  successors  are  elected or until their
resignation  under the  provisions  of Section 2.7 hereof or their removal under
the  provisions  of  Section  2.8  hereof,  or  their  ineligibility  under  the
provisions of Section 2.10 hereof.

         Section 2.3 Chairman of the Board of Directors. At the first meeting of
the Board of  Directors  at which a quorum  thereof  shall be present  after the
election of Directors at the annual meeting of  stockholders,  a Chairman of the
Board of Directors  shall be elected  from the members  thereof by a vote of the
majority of those  Directors  present.  The term of the Chairman of the Board of
Directors  shall be for one year except that he shall serve until his  successor
has been duly elected and qualified.

         The Chairman of the Board may be removed from the  Chairmanship  at any
time, either with or without cause, by a vote of a majority of all the directors
then in  office.  Such  removal  shall not  affect his status as a member of the
Board.

         The  Chairman  of  the  Board  shall  preside  at all  meetings  of the
stockholders and of the Board of Directors.  By virtue of his office he shall be
a member of the Executive Committee.  He shall make reports to the directors and
stockholders  and shall  perform  all such other  duties as are  incident to his
office  or  required  of him by the  Board  of  Directors  and by the  Executive
Committee.

         Section 2.4  Vacancies  and  Additional  Directorships.  If any vacancy
shall  occur among the  directors  by reason of death,  resignation,  removal or
ineligibility,  or as the result of an increase in the number of  directorships,
the directors then in office shall continue to act and may fill any such vacancy
by a vote of the  directors  then in  office,  though  less than a  quorum.  Any
director  elected to fill a vacancy on the Board  shall serve for the balance of
the term of the replaced director.

         Section 2.5 Meetings. A meeting of the Board of Directors shall be held
for organization, for election of officers and for the transaction of such other
business as may properly  come before the meeting,  within sixty (60) days after
each annual election of directors.

         The Board of  Directors  by  resolution  may provide for the holding of
regular meetings and may fix the times and places at which such meeting shall be
held.  Notice of regular  meetings  shall not be required to be given,  provided
that whenever the time or place of regular  meetings  shall be fixed or changed,
notice of such action  shall be mailed  promptly to each  director who shall not
have been  present at the meeting at which such action was taken,  addressed  to
him at his residence or usual place of business.

         Special  meetings  of the  Board  of  Directors  may be  called  by the
Chairman  of the  Board,  the  President,  or any two (2)  directors.  Except as
otherwise required by statute, notice of each special meeting shall be mailed to
each director,  addressed to him at his residence or usual place of business, or
shall be sent to him at such place by  telegram,  radio or cable,  telephone  or
delivered to him personally, not later than two (2) days before the day on which
the meeting is to be held.  Such  notice  shall state the time and place of such
meeting,   but  unless  otherwise  required  by  statute,   the  Certificate  of
Incorporation  of the Corporation or these By-Laws,  need not state the purposes
thereof.

         Notice  of any  meeting  need not be given to any  director  who  shall
attend such meeting in person or who shall waive notice thereof, before or after
such meeting, in writing or by telegram, radio or cable.

         Section 2.6  Quorum.  One-third  of the total  number of members of the
Board of Directors  as  constituted  from time to time,  but not less than three
(3),  shall  be  necessary  and  sufficient  to  constitute  a  quorum  for  the
transaction of business. In the absence of a quorum, a majority of those present
at the time and place of any meeting  may adjourn the meeting  form time to time
until a quorum shall be present and the meeting may be held as adjourned without
further notice or waiver.  A majority of those present at any meeting at which a
quorum is present may decide any question brought before such meeting, except as
otherwise provided by law, the Certificate of Incorporation or by these By-Laws.

         Section 2.7  Resignation  of Directors.  Any director may resign at any
time by giving written notice of such resignation to the Board of Directors, the
Chairman of the Board,  the President,  or the Secretary.  Any such  resignation
shall take effect at the time  specified  therein  or, if no time be  specified,
upon  receipt  thereof  by the  Board  of  Directors  or one of the  above-named
officers;  and, unless  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

         Section  2.8  Removal  of  Directors.  At any  special  meeting  of the
stockholders,  duly  called  as  provided  in these  By-Laws,  any  director  or
directors  including  the  Chairman of the Board may be removed from office only
with the approval and the  affirmative  vote of the holders of not less than 60%
of the  voting  power  of the  Corporation  entitled  to vote  generally  in the
election  of  directors  unless  such  removal  is  approved  by a  majority  of
Disinterested Directors (as defined in the Restated Certificate of Incorporation
of the Corporation). At such meeting a successor or successors may be elected in
the manner provided in Section 1.6; or if any such vacancy is not so filled,  it
may be filled by the directors as provided in Section 2.4.

         Section 2.9  Compensation  of Directors.  Directors  shall receive such
reasonable  compensation  for their  services  as such,  whether  in the form of
salary or a fixed fee for attendance at meetings,  with expenses, if any, as the
Board of Directors may from time to time  determine.  Nothing  herein  contained
shall be construed to preclude any directors from serving the Corporation in any
other capacity and receiving compensation therefor.

         Section 2.10 Age of Directors.  No person shall be eligible to hold the
office of director before he shall have attained the age of twenty-one  years or
after he has attained the age of seventy years.

                                   ARTICLE III

                             Committees of the Board

         Section 3.1 Executive Committees. There shall be an Executive Committee
which shall  consist of the  Chairman of the Board,  and not less than two other
members  of the  Board of  Directors,  as may be fixed  from time to time by the
Board of  Directors  with  respect to such  Committee,  which  members  shall be
elected at the next regular  meeting of the Board of Directors  after the annual
meeting of the  stockholders,  to serve for a period of one year, or until their
successors  shall be  elected  and  qualify  or until  their  removal  from said
Committee. The Board of Directors may elect such number of alternates from among
the other members of the Board of Directors as it shall deem appropriate and any
such alternate shall, upon designation of the Chairman of the Board or upon call
by the  Secretary,  be authorized  to act at any meeting for any absent  regular
member of such  Committee.  The Board of  Directors  at any meeting may fill any
vacancy or vacancies on such Committee,  whether created by death,  resignation,
removal, ineligibility,  increase in the number of the members of such Committee
or otherwise.

         The Executive  Committee  shall have and may exercise the powers of the
Board of Directors to the maximum  extent  provided by law during the  intervals
between meetings of the Board of Directors  including,  without limitation,  the
power to (i) authorize the Seal of the  Corporation  to be affixed to all papers
which may require a seal, (ii) declare a dividend,  (iii) authorize the issuance
of stock and (iv)  adopt a  Certificate  of  Ownership  and Merger  pursuant  to
Section 253 of the Delaware General Corporation Law.

         Said  Committee may adopt its own rules of  procedure,  elect their own
respective Chairman, and may hold their respective meetings at such times and at
such place or places as it may find convenient.

         Section 3.2 Special  Committees.  The Board of Directors  and Executive
Committee  shall have power to  constitute  and appoint such Special  Committees
from their members as in its judgment may be  advantageous  or desirable for the
transaction of the business of the Corporation.

         Section 3.3 Removal.  Any member of any Committee may be removed at any
time by the Board of Directors with or without cause.

         Section  3.4   Compensation.   Committee  members  shall  receive  such
reasonable  compensation  for their  services  as such,  whether  in the form of
salary or a fixed fee for attendance at meetings,  with expenses, if any, as the
Board of Directors may from time to time  determine.  Nothing  herein  contained
shall be construed to preclude any committee member from serving the Corporation
any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                    Officers

         Section 4.1 Election.  The elected officers of the Corporation shall be
a Chairman of the Board,  a  President,  a Treasurer,  a Secretary,  and, at the
discretion of the Board of  Directors,  one or more Vice  Presidents  and one or
more Assistant Secretaries.

         All elected officers except the Chairman of the Board shall hold office
for one year and until  their  successors  shall be elected and qualify or until
their death, resignation or removal. The tenure of office by the Chairman of the
Board is set forth in  Article  II  hereof.  One  person  may hold more than one
office  except  that the  offices  of  Chairman  of the Board and  Secretary  or
President  and  Secretary  may not be held by the same person.  A vacancy in any
office may be filled for the  unexpired  term by the  directors  at any  regular
meeting of either the Board of  Directors or by the  Executive  Committee at any
regular  meeting or at any special  meeting of either the Board of  Directors or
the Executive  Committee called for that purpose.  The Chairman of the Board and
the President shall be directors,  but the other officers need not be directors.
The Board of Directors or the Executive  Committee may from time to time appoint
one or more Vice  Presidents,  one of whom may be designated  as Executive  Vice
President, and one or more of whom may be designated as Senior Vice President or
Senior Vice Presidents,  and one or more of whom may be designated as First Vice
President or First Vice Presidents, and one or more of whom may be designated as
Assistant Vice President or Assistant Vice Presidents,  who shall hold office at
the pleasure of the Board of Directors,  and shall perform such duties as may be
designated  by  these  By-Laws,  or by the  Board  of  Directors.  The  Board of
Directors or the Executive  Committee  may also appoint a Comptroller  who shall
hold office at the  pleasure of the Board of  Directors  and shall  perform such
duties as may be  designated  by the Board of Directors or Executive  Committee.
The Chief  Executive  Office may from time to time  appoint  other  officers who
shall  hold  office at his  pleasure  and shall  perform  such  duties as he may
designate. Whenever in these By-Laws the terms Secretary shall be used, it shall
be deemed to apply to the elected  Secretary  unless the context  shall  clearly
otherwise indicate.

         Section 4.2  Chairman of the Board.  The Chairman of the Board shall be
Chief Executive Officer of the Corporation and shall see that all resolutions of
the Board and Committees are carried out.

         Section 4.3 President.  The President shall be a director.  He shall be
subject to the direction and supervision of the Chairman of the Board,  exercise
general  supervision with respect to the operations of the Corporation and shall
perform such specific executive and  administrative  duties as shall be assigned
to him by the  Chairman  of the  Board.  In the  absence  or  incapacity  of the
Chairman of the Board, he shall perform the duties of the Chairman of the Board.

         Section 4.4 Vice Presidents. The Vice Presidents and each of them shall
aid the  Chairman of the Board,  and the  President,  in their duties and advise
with them regarding the general interests of the Corporation,  and shall perform
all such  other  duties as are  incident  to the  office of Vice  President,  or
required of them by the Chairman of the Board or the  President.  In the absence
or  incapacity  of the  Chairman  of the Board and the  President,  the Board of
Directors or the Executive  Committee shall designate one of the Vice Presidents
who shall  discharge the duties of the President  with the same force and effect
as if performed by the President.

         Section 4.5 Secretary.  The Secretary shall give, or cause to be given,
notice of all meetings of the  stockholders,  directors and committees,  and all
other notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect to do so any such notice may be given by any person thereunto
directed by the Chairman of the Board, or by the President,  or by the directors
or  stockholders  upon whose  requisition  the  meeting is called as provided in
these  By-Laws.  He shall record or cause to be recorded all  proceedings of the
meetings  of  the  stockholders  and  of  the  directors,  and  of  the  various
committees.  He shall have custody of the  corporate  seal,  and shall affix the
same to all instruments  requiring it when authorized by the Board of Directors,
the Chairman of the Board,  the President or the Executive  Committee.  He shall
perform  such other  duties as may be  assigned  to him from time to time by the
Chairman  of the  Board or the  President.  If any  additional  Secretaries  are
appointed  by the Board of  Directors  pursuant to the  provision of Article IV,
Section 1, such  Secretaries  shall have the power to perform  any or all of the
duties of the elected  Secretary  and their actions in so doing shall be binding
on the  Corporation.  They  shall in  addition  perform  such  duties  as may be
assigned  to  them  from  time  to  time by the  Chairman  of the  Board  or the
President.

         Section 4.6 Assistant  Secretaries.  The Assistant Secretaries and each
of  them  may in the  absence  of the  Secretary,  exercise  the  powers  of the
Secretary.

         Section  4.7  Treasurer.  Subject to the  authority  and control of the
Board of  Directors or of the Chairman of the Board,  the  Treasurer  shall have
supervision  of the custody of the funds of the  corporation,  and of all bonds,
mortgages,  notes,  securities and other effects of the  Corporation,  and shall
deposit  the  same or  cause  the  same to be  deposited  to the  credit  of the
Corporation in such  depositories as may be designated by the Board of Directors
or the Executive Committee. He shall have charge of the books of account and the
accounting  records and statements of the Corporation with respect to all of its
business and affairs.  He shall  perform such other duties as may be assigned to
him from time to time by the Chairman of the Board or the President.

         Section 4.8 Removal. Any officer specifically designated in Section 4.1
except the  Chairman  of the Board may be removed  at any time,  either  with or
without  cause,  at any  meeting  of the  Board  of  Directors  by the vote of a
majority of all the directors then in office.  Any officer or agent appointed in
accordance  with the  provisions  of Section 4.1 may be removed,  either with or
without  cause,  by the  Board of  Directors  at any  meeting,  by the vote of a
majority of the directors present at such meeting, or by any superior officer or
agent upon whom such power of removal  shall be been  conferred  by the Board of
Directors.

         Section  4.9  Vacancies.  A vacancy  in any  office by reason of death,
resignation,  removal,  disqualification  or any other cause shall be filled for
the unexpired  portion of the term in the manner prescribed by these By-Laws for
regular election or appointment to such office.


                                    ARTICLE V

          Indemnification of Officers, Directors, Employees and Agents

         Section 5.1 This Corporation shall indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of this  Corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
this  Corporation  or is or was serving at the request of this  Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of this  Corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of this  Corporation,  and with  respect  to any  criminal  action or
proceedings, had reasonable cause to believe that his conduct was unlawful.

         Section 5.2 This Corporation shall indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the right of this  Corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of this  Corporation,  or is or was  serving at the
request of this Corporation as a director, officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of this Corporation and except that no  indemnification  shall be
made in respect to a claim,  issue or matter as to which such person  shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his duty to this  Corporation  unless and only to the  extent  that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

         Section  5.3 To the extent  that such  director,  officer,  employee or
agent has been  successful  on the merits or otherwise in defense of any action,
suit or proceeding  referred to in Section 5.1 and 5.2, or in the defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

         Section  5.4 Any  indemnification  under  Section  5.1 and 5.2  (unless
ordered by a court) shall be made by this  Corporation only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of  conduct  set  forth  in  Section  5.1  and  5.2.  Such
determination  shall be made (1) by the Board of Directors by a majority vote of
quorum  consisting  of directors  who were not parties to such  action,  suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion or (3) by the stockholders.

         Section 5.5 Expenses  incurred in defending a civil or criminal action,
suit or  proceeding  may be paid by this  Corporation  in  advance  of the final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors,  in the specific case upon receipt of an  undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he is  entitled  to  be  indemnified  by  this
Corporation as authorized in this By-Law.

         Section 5.6 The  indemnification  provided by this By-Law  shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled under any By-Law,  agreement,  vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section  5.7  This  Corporation,   when  authorized  by  the  Board  of
Directors,  shall purchase and maintain insurance on behalf of any person who is
or was a director,  officer, employee or agent of the Corporation,  of is or was
serving at the request of this Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against any liability asserted against him and incurred by him in any
such  capacity  or  arising  out of his  status  as  such,  whether  or not this
Corporation  would have the power to indemnify him against such liability  under
the provisions of this By-Law.

                                   ARTICLE VI

             Execution of Instruments and Deposit of Corporate Funds

         Section 6.1  Execution of  Instruments  Generally.  The Chairman of the
Board,  the President,  any Vice  President,  the Secretary or the Treasurer may
enter into any contract or execute and deliver any instrument in the name and on
behalf of the  Corporation.  The Board of Directors may authorize any officer or
officers,  or agent or agents, to enter into any contract or execute and deliver
any  instrument  in  the  name  and  on  behalf  of the  Corporation,  and  such
authorization may be general or confined to specific instances.

         Section  6.2  Deposits.  All  funds of the  Corporation  not  otherwise
employed  shall be  deposited  from time to time to its  credit in such banks or
trust  companies  or with such  bankers  or other  depositories  as the Board of
Directors may select,  or as may be selected by any officer or officers or agent
or  agents  authorized  so to do by the  Board of  Directors.  Endorsements  for
deposit  to the  credit  of the  Corporation  in  any  of  its  duly  authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.

         Section 6.3 Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the  Corporation,  shall be signed by such  officer or  officers  or
agent or agents of the  Corporation,  and in such  manner,  as from time to time
shall be determined by the Board of Directors.

         Section 6.4 Proxies. Proxies to vote with respect to shares of stock of
other  corporations  owned by or standing in the name of the  Corporation may be
executed and  delivered  from time to time on behalf of the  Corporation  by the
Chairman of the Board,  the President or a Vice President or by any other person
or persons thereunto authorized by the Board of Directors.

                                   ARTICLE VII

                                  Record Dates

         Section  7.1  In  order  that  the   Corporation   may   determine  the
stockholders  entitled to notice of, or to vote at any meeting of stockholder or
any adjournment  thereof,  or 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 sixty (60) nor less than ten (10) days before
the date of such  meeting,  nor more  than  sixty  (60)  days  prior to any such
action. Only those stockholders of record on the date so fixed shall be entitled
to any of the foregoing rights,  notwithstanding  the transfer of any such stock
on the books of the Corporation after any such record date fixed by the Board of
Directors.

                                  ARTICLE VIII

                                 Corporate Seal

         Section 8.1 The corporate seal shall be circular in form and shall bear
the name of the  Corporation  and words and figures  denoting  its  organization
under the laws of the State of Delaware and the year thereof and otherwise shall
be in such  form as  shall  be  approved  from  time  to  time by the  Board  of
Directors.

                                   ARTICLE IX

                                   Fiscal Year

         Section 9.1 The fiscal year of the  Corporation  shall be the  calendar
year.

                                    ARTICLE X

                                   Amendments

         Section 10.1 With the exception of Sections 1.2, 2.1, 2.2, 2.4 and 2.8,
all  By-Laws of the  Corporation  may be amended,  altered or  repealed  and new
By-Laws  may be made by the  affirmative  vote of the  holders  of  record  of a
majority of the outstanding shares of stock of the Corporation entitled to vote,
cast at any annual or special meeting,  or by the affirmative vote of a majority
of the  directors,  cast at any regular or special  meeting at which a quorum is
present.  Sections  1.2,  2.1,  2.2,  2.4 and 2.8 of these  By-Laws  may only be
amended, altered or repealed by the affirmative vote of the holders of record of
at least 60% of the outstanding  shares of stock of the Corporation  entitled to
vote, cast at any annual or special meeting.