NOVEX SYSTEMS INTERNATIONAL, INC.


                                     BYLAWS






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                           STRATFORD ACQUISITION, INC.

                                     BYLAWS

                                TABLE OF CONTENTS




STOCKHOLDERS'MEETINGS..........................................................1

   1. Time and Place of Meetings...............................................1
   2. Annual Meeting...........................................................1
   3. Special Meetings.........................................................1
   4. Notice of Meetings.......................................................1
   5. Inspectors...............................................................2
   6. Quorum...................................................................2
   7. Voting...................................................................2
   8. Order of Business........................................................2

DIRECTORS......................................................................4

   9. Function.................................................................4
   10. Number, Election, and Terms.............................................4
   11. Vacancies and Newly Created Directorships...............................4
   12. Removal.................................................................4
   13. Nominations of Directors; Election......................................4
   14. Resignation.............................................................5
   15. Regular Meetings........................................................6
   16. Special Meetings........................................................6
   17. Quorum..................................................................6
   18. Participation in Meetings by Telephone Conference.......................6
   19. Compensation............................................................7
   20. Rules...................................................................7

NOTICES........................................................................7

   21. Generally...............................................................7
   22. Waivers.................................................................7

OFFICERS.......................................................................7

   23. Generally...............................................................7
   24. Compensation............................................................8
   25. Succession..............................................................8
   26. Authority and Duties....................................................8

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STOCK..........................................................................8

   27. Certificates............................................................8
   28. Classes of Stock........................................................8
   29. Transfers...............................................................8
   30. Lost, Stolen, or Destroyed Certificates.................................9
   31. Record Dates............................................................9

INDEMNIFiCATION................................................................9

   32. Damages and Expenses....................................................9
   33. Insurance, Contracts, and Funding......................................14

GENERAL.......................................................................14

   34. Fiscal Year............................................................14
   35. Seal...................................................................14
   36. Reliance upon Books, Reports, and Records..............................14
   37. Time Periods...........................................................15
   38. Amendments.............................................................15
   39. Certain Defined Terms..................................................15

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                             STOCKHOLDERS' MEETINGS

     1. Time and Place of  Meetings.  All meetings of the  stockholders  for the
election of the Directors or for any other purpose will be held at such time and
place,  within or without  the State of New York,  as may be  designated  by the
Board or, in the  absence of a  designation  by the  Board,  the  Chairman,  the
President, or the Secretary,  and stated in the notice of meeting. The Board may
postpone and reschedule any previously  scheduled  annual or special  meeting of
the stockholders.

     2. Annual Meeting.  An annual meeting of the  stockholders  will be held at
such date and time as may be designated from time to time by the Board, at which
meeting the stockholders will elect by a plurality vote the Directors to succeed
those whose terms expire at such meeting and will transact  such other  business
as may properly be brought before the meeting in accordance with Bylaw 8.

     3. Special  Meetings.  Special  meetings of the  stockholders may be called
only by (a) the  Chairman or (b) the  Secretary  within 10  calendar  days after
receipt of the written  request of a majority of the Whole Board, or as required
pursuant to relevant  provisions of the New York Business  Corporation  Law. Any
such  request by a majority of the Whole Board must be sent to the  Chairman and
the  Secretary  must state the  purpose or  purposes  of the  proposed  meeting.
Special  meetings of holders of the outstanding  Preferred Stock, if any, may be
called in the manner and for the purposes  provided in the applicable  Preferred
Stock Designation. At a special meeting of stockholders,  only such business may
be  conducted  or  considered  as (i) has been  specified  in the  notice of the
meeting (or any supplement thereto) given by or at the direction of the Chairman
or a majority of the Whole Board or (ii)  otherwise is properly  brought  before
the meeting by the presiding officer of the meeting (as described in Bylaw 8) or
by or at the direction of a majority of the Whole Board.

     4. Notice of Meetings.  Written  notice of every  meeting of  stockholders,
stating the record date,  and the place,  date,  and hour of the meeting and, in
the case of a special meeting,  the purpose or purposes for which the meeting is
called, will be given not less than 10 nor more than 60 calendar days before the
date of the  meeting  to each  stockholder  of record  entitled  to vote at such
meeting,  except  as  otherwise  provided  herein or by law.  When a meeting  is
adjourned to another place,  date, or time,  written notice need not be given of
the adjourned meeting if the place,  date, and time thereof are announced at the
meeting  at which the  adjournment  is  taken;  provided,  however,  that if the
adjournment is for more than 30 calendar days, or if after the adjournment a new
record date is fixed for the  adjourned  meeting,  written  notice of the place,
date, and time of the adjourned meeting must be given in conformity herewith. At
any adjourned


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meeting,  any  business  may  be  transacted  which  properly  could  have  been
transacted at the original meeting.


     5. Inspectors.  The Board may appoint one or more inspectors of election to
act as judges of the  voting  and to  determine  those  entitled  to vote at any
meeting of the  stockholders,  or any  adjournment  thereof,  in advance of such
meeting.  The Board may designate one or more persons as alternate inspectors to
replace any  inspector who fails to act. If no inspector or alternate is able to
act at a meeting of  stockholders,  the  presiding  officer of the  meeting  may
appoint one or more substitute inspectors.

     6.  Quorum.  Except as  otherwise  provided by law or in a Preferred  Stock
Designation,  the  holders of a majority  of the votes of the shares at the time
entitled to vote in the election of any  Directors  will  constitute a quorum at
all meetings of the stockholders for the transaction of business thereat. If the
item is  required  to be voted on by a  particular  class or series  of  shares,
voting as a class, the holders of a majority of votes of shares of such class or
series shall  constitute a quorum.  If,  however,  such quorum is not present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or represented by proxy, will have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented.

     7.  Voting.  Except as  otherwise  provided by law, by the  Certificate  of
Incorporation,  or in a Preferred Stock  Designation,  each  stockholder will be
entitled  at every  meeting  of the  stockholders  to one vote for each share of
stock having voting power standing in the name of such  stockholder on the books
of the  Company on the record  date for the  meeting  and such votes may be cast
either in person or by written  proxy.  Every  proxy must be duly  executed  and
filed  with the  Secretary.  A  stockholder  may  revoke  any proxy  that is not
irrevocable  by  attending  the  meeting  and  voting  in person or by filing an
instrument in writing  revoking the proxy or another duly executed proxy bearing
a later date with the  Secretary.  The vote upon any question  brought  before a
meeting of the stockholders may be by voice vote,  unless otherwise  required by
the Certificate of  Incorporation  or these Bylaws or unless the Chairman or the
holders of a majority of the outstanding shares of all classes of stock entitled
to vote  thereon  present  in  person  or by  proxy  at such  meeting  otherwise
determine.  Every vote taken by written ballot will be counted by the inspectors
of election.  When a quorum is present at any meeting, the affirmative vote of a
majority of the votes of the shares at the time entitled to vote in the election
of  Directors,  present in person or  represented  by proxy at the  meeting  and
entitled to vote on the subject matter and which has actually been voted will be
the act of the stockholders, except in the election of Directors or as otherwise
provided in these Bylaws,  the Certificate of  Incorporation,  a Preferred Stock
Designation,  or bylaw.

     8.  Order of  Business.  (a) The  Chairman,  or such  other  officer of the
Company  designated by a majority of the Whole Board,  will call meetings of the
stockholders  to  order  and  will  act as  presiding  officer  thereof.  Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the  stockholders  will also  determine the order of business and
have the authority in his or her sole  discretion to regulate the conduct of any
such  meeting,  including  without  limitation by imposing  restrictions  on the
persons (other than


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stockholders of the Company or their duly appointed  proxies) who may attend any
such stockholders' meeting, by ascertaining whether any stockholder or his proxy
may  be  excluded  from  any  meeting  of  the   stockholders   based  upon  any
determination by the presiding  officer,  in his sole discretion,  that any such
person has unduly disrupted or is likely to disrupt the proceedings thereat, and
by determining the circumstances in which any person may make a statement or ask
questions at any meeting of the stockholders.

     (b) At an annual  meeting of the  stockholders,  only such business will be
conducted  or  considered  as is  properly  brought  before the  meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board,  (ii) otherwise  properly brought before the meeting by the presiding
officer or by or at the  direction  of a majority of the Whole  Board,  or (iii)
otherwise  properly  requested to be brought before the meeting by a stockholder
of the Company in accordance with paragraph (c) of this Bylaw 8.

     (c) For business to be properly  requested  to be brought  before an annual
meeting by a  stockholder,  the  stockholder  must (i) be a  stockholder  of the
Company  of  record  at the time of the  giving of the  notice  for such  annual
meeting provided for in these Bylaws,  (ii) be entitled to vote at such meeting,
and (iii) have given timely notice  thereof in writing to the  Secretary.  To be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the  principal  executive  offices of the Company not less than 60 calendar days
prior  to the  annual  meeting;  provided,  however,  that in the  event  public
announcement  of the date of the annual meeting is not made at least 75 calendar
days prior to the date of the annual  meeting,  notice by the  stockholder to be
timely  must be so  received  not later than the close of  business  on the 10th
calendar day following the day on which public announcement is first made of the
date of the annual  meeting.  A  stockholder's  notice to the Secretary must set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (A) a  description  in reasonable  detail of the business  desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the annual meeting, (B) the name and address, as they appear on the Company's
books, of the stockholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, (C) the class and number of shares of
the  Company  that are  owned  beneficially  and of  record  by the  stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material  interest of such  stockholder  proposing
such business and the beneficial  owner, if any, on whose behalf the proposal is
made in such business. Notwithstanding anything in these Bylaws to the contrary,
no business will be conducted at an annual meeting except in accordance with the
procedures  set  forth in this  Bylaw 8. The  presiding  officer  of the  annual
meeting will,  if the facts  warrant,  determine  that business was not properly
brought before the meeting in accordance with the procedures  prescribed in this
Bylaw 8 and, if he or she should so determine,  he or she will so declare to the
meeting and any such business not properly  brought  before the meeting will not
be  transacted.  Notwithstanding  the  foregoing  provisions  of this Bylaw 8, a
stockholder must 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 this Bylaw 8. For purposes of this Bylaw and
Bylaw 13, "public  announcement" means disclosure in a press release reported by
the Dow Jones News  Service,  Associated  Press,  or  comparable  national  news
service or in a document  publicly  filed by the Company with the Securities and
Exchange



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Commission  pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act
of 1934, as amended. Nothing in this Bylaw 8 will be deemed to affect any rights
of  stockholders  to request  inclusion  of  proposals  in the  Company's  proxy
statement  pursuant to Rule 14a-8 under the Securities  Exchange Act of 1934, as
amended.

                                    DIRECTORS

     9. Function.  The business and affairs of the Company will be managed under
the direction of its Board.

     10.  Number,  Election,  and Terms.  Subject to the rights,  if any, of any
series of Preferred  Stock to elect  additional  Directors  under  circumstances
specified in a Preferred Stock  Designation,  the authorized number of Directors
may be  determined  from time to time only by a vote of a majority  of the Whole
Board or by the  affirmative  vote of 75% of the votes of the shares at the time
entitled  to vote in the  election  of  Directors,  voting  together as a single
class,  but in no case will the number of Directors be other than as provided in
the  Certificate of  Incorporation.  The Directors,  other than those who may be
elected by the holders of any series of the Preferred Stock,  will be classified
with respect to the time for which they severally hold office in accordance with
the Certificate of Incorporation.  The Board may create new  directorships  from
time to time as provided in the Certificate of Incorporation.


     11. Vacancies and Newly Created  Directorships.  Subject to the rights,  if
any,  of the  holders  of any  series  of  Preferred  Stock to elect  additional
Directors under circumstances specified in a Preferred Stock Designation,  newly
created directorships resulting from any increase in the number of Directors and
any vacancies on the Board resulting from death, resignation,  disqualification,
removal,  or other  cause  will be filled  solely by the  affirmative  vote of a
majority  of the  remaining  Directors  then in office,  even though less than a
quorum of the Board, or by a sole remaining  Director.  Any Director  elected in
accordance with the preceding sentence will hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or
the  vacancy  occurred  and until  such  Director's  successor  is  elected  and
qualified.  No decrease in the number of Directors  constituting  the Board will
shorten the term of an incumbent Director.

     12. Removal. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified in a
Preferred  Stock  Designation,  any  Director  may be removed from office by the
stockholders  only for cause and only in the manner  provided in the Certificate
of Incorporation and, if applicable, any amendment to these Bylaws.

     13. Nominations of Directors;  Election. (a) Subject to the rights, if any,
of the holders of any series of Preferred  Stock to elect  additional  Directors
under circumstances


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specified in a Preferred  Stock  Designation,  only persons who are nominated in
accordance  with the  following  procedures  will be  eligible  for  election as
Directors of the Company.

     (b)  Nominations of persons for election as Directors of the Company may be
made at a meeting of  stockholders  (i) by or at the  direction  of the Board or
(ii) by any  stockholder who is a stockholder of record at the time of giving of
notice provided for in this Bylaw 13 who is entitled to vote for the election of
Directors at the meeting and who complies with the  procedures set forth in this
Bylaw 13. All nominations by stockholders must be made pursuant to timely notice
in proper written form to the Secretary.

     (c) To be timely, a stockholder's notice must be delivered to or mailed and
received  at the  principal  executive  offices of the  Company not less than 60
calendar days prior to the meeting;  provided,  however,  that in the event that
public  announcement of the date of the meeting is not made at least 75 calendar
days prior to the date of the meeting,  notice by the  stockholder  to be timely
must be so received  not later than the close of  business on the 10th  calendar
day following the day on which public  announcement is first made of the date of
the meeting.  To be in proper written form, such  stockholder's  notice must set
forth or  include  (i) the name and  address,  as they  appear on the  Company's
books, of the stockholder giving the notice and of the beneficial owner, if any,
on  whose  behalf  the  nomination  is  made;  (ii) a  representation  that  the
stockholder  giving  the  notice is a holder  of record of stock of the  Company
entitled to vote at such  meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (iii) the
class and number of shares of stock of the  Company  owned  beneficially  and of
record by the stockholder giving the notice and by the beneficial owner, if any,
on whose behalf the nomination is made;  (iv) a description of all  arrangements
or understandings between or among any of (A) the stockholder giving the notice,
(B) the beneficial  owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons)  pursuant to
which the nomination or nominations are to be made by the stockholder giving the
notice;  (v) such other  information  regarding  each  nominee  proposed  by the
stockholder  giving the notice as would be  required  to be  included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission had the nominee been nominated,  or intended to be nominated,  by the
Board; and (vi) the signed consent of each nominee to serve as a director of the
Company if so elected.  At the request of the Board, any person nominated by the
Board for election as a Director must furnish to the Secretary that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.  The presiding  officer of the meeting for election of Directors
will,  if the  facts  warrant,  determine  that a  nomination  was  not  made in
accordance  with the  procedures  prescribed  by this Bylaw 13, and if he or she
should so determine,  he or she will so declare to the meeting and the defective
nomination will be disregarded. Notwithstanding the foregoing provisions of this
Bylaw 13, a stockholder must 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 this Bylaw 13.

     14.  Resignation.  Any  Director  may resign at any time by giving  written
notice of his resignation to the Chairman or the Secretary. Any resignation will
be effective upon actual receipt by any such person or, if later, as of the date
and time  specified  in such  written  notice.


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     15. Regular Meetings. Regular meetings of the Board may be held immediately
after the annual  meeting of the  stockholders  and at such other time and place
either  within  or  without  the  State of New York as may from  time to time be
determined  by the Board.  Notice of regular  meetings  of the Board need not be
given.

     16. Special  Meetings.  Special  meetings of the Board may be called by the
Chairman  or the  President  on one day's  notice to each  Director by whom such
notice is not waived, given either personally or by mail,  telephone,  telegram,
telex, facsimile, or similar medium of communication,  and will be called by the
Chairman  or the  President  in like  manner and on like  notice on the  written
request of three or more Directors. Special meetings of the Board may be held at
such  time and  place  either  within  or  without  the  State of New York as is
determined by the Board or specified in the notice of any such meeting.

     17. Quorum. At all meetings of the Board, a majority of the total number of
Directors  then in  office  will  constitute  a quorum  for the  transaction  of
business.  Except for the designation of committees as hereinafter  provided and
except for actions  required by these Bylaws or the Certificate of Incorporation
to be taken by a  majority  of the Whole  Board,  the act of a  majority  of the
Directors  present at any  meeting at which there is a quorum will be the act of
the Board. If a quorum is not present at any meeting of the Board, the Directors
present  thereat may adjourn  the  meeting  from time to time to another  place,
time, or date,  without notice other than  announcement at the meeting,  until a
quorum is present.

     18. Participation in Meetings by Telephone Conference. Members of the Board
or any  committee  designated by the Board may  participate  in a meeting of the
Board  or any  such  committee,  as the  case  may be,  by  means  of  telephone
conference  or similar means by which all persons  participating  in the meeting
can hear  each  other,  and such  participation  in a  meeting  will  constitute
presence in person at the meeting.

     (a) The Board, by resolution  passed by a majority of the Whole Board,  may
designate one or more additional  committees,  each such committee to consist of
one or more Directors and each to have such lawfully delegable powers and duties
as the Board may confer.

     (b) Each  committee of the Board will serve at the pleasure of the Board or
as may be  specified in any  resolution  from time to time adopted by the Board.
The Board may designate one or more  Directors as alternate  members of any such
committee,  who may replace any absent or disqualified  member at any meeting of
such  committee.  In  lieu  of such  action  by the  Board,  in the  absence  or
disqualification  of any member of a committee of the Board, the members thereof
present at any such meeting of such committee and not disqualified  from voting,
whether or not they constitute a quorum, may unanimously  appoint another member
of the  Board  to act  at  the  meeting  in the  place  of any  such  absent  or
disqualified member.

     (c) Except as otherwise  provided in these Bylaws or by law, any  committee
of the Board, to the extent  provided in the resolution of the Board,  will have
and may exercise all the powers and  authority of the Board in the  direction of
the  management of the business and affairs of the Company.  Any such  committee
designated  by the Board will have such name as may be


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determined  from  time  to time  by  resolution  adopted  by the  Board.  Unless
otherwise prescribed by the Board, a majority of the members of any committee of
the Board will constitute a quorum for the transaction of business,  and the act
of a majority  of the  members  present at a meeting at which  there is a quorum
will be the act of such committee. Each committee of the Board may prescribe its
own rules for calling and holding meetings and its method of procedure,  subject
to any rules  prescribed  by the  Board,  and will keep a written  record of all
actions taken by it.

     19.  Compensation.  The Board  may  establish  the  compensation  for,  and
reimbursement  of the expenses of,  Directors for membership on the Board and on
committees  of the Board,  attendance  at meetings of the Board or committees of
the Board,  and for other  services  by  Directors  to the Company or any of its
majority-owned subsidiaries.

     20.  Rules.  The Board may adopt rules and  regulations  for the conduct of
their meetings and the management of the affairs of the Company.

                                     NOTICES

     21.  Generally.  Except as otherwise  provided by law, these Bylaws, or the
Certificate  of  Incorporation,  whenever by law or under the  provisions of the
Certificate of  Incorporation  or these Bylaws notice is required to be given to
any  Director  or  stockholder,  it will not be  construed  to require  personal
notice, but such notice may be given in writing, by first class mail,  addressed
to such Director or stockholder,  at the address of such Director or stockholder
as it appears on the records of the Company,  with postage thereon prepaid,  and
such notice will be deemed to be given at the time when the same is deposited in
the United  States  mail.  Notice to Directors  may also be given by  telephone,
telegram,  telex,  facsimile, or similar medium of communication or as otherwise
may be permitted by these Bylaws.

     22.  Waivers.  Whenever  any notice is required to be given by law or under
the provisions of the  Certificate of  Incorporation  or these Bylaws,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether  before or after the time of the event for which  notice is to be given,
will be deemed  equivalent  to such notice.  Attendance of a person at a meeting
will  constitute  a waiver of notice of such  meeting,  except  when the  person
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

                                    OFFICERS

     23. Generally. The officers of the Company will be elected by the Board and
will  consist of a  Chairman,  a  President,  (who,  unless the Board  specifies
otherwise,  will  also be the  Chief  Executive  Officer),  a  Secretary,  and a
Treasurer.  The Board of Directors may also choose any or all of the  following:
one or more Vice Chairmen,  one or more Assistants to the Chairman,  one or more
Vice  Presidents  (who may be given  particular  designations  with  respect  to
authority,  function,  or  seniority),  and such other officers as the Board may
from time to time determine.  Notwithstanding the foregoing,  by specific action
the Board may  authorize  the Chairman to


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appoint any person to any office other than Chairman,  President,  Secretary, or
Treasurer.  Any number of  offices  may be held by the same  person.  Any of the
offices may be left vacant from time to time as the Board may determine.  In the
case of the absence or disability of any officer of the Company or for any other
reason deemed  sufficient by a majority of the Board, the Board may delegate the
absent or  disabled  officer's  powers or duties to any other  officer or to any
Director.

     24.  Compensation.  The  compensation  of all  officers  and  agents of the
Company who are also Directors of the Company will be fixed by the Board or by a
committee  of the Board.  The Board may fix, or delegate  the power to fix,  the
compensation  of other  officers  and agents of the Company to an officer of the
Company.

     25.  Succession.  The  officers of the Company will hold office until their
successors are elected and qualified.  Any officer may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any vacancy  occurring in
any office of the Company may be filled by the Board.

     26.  Authority  and Duties.  Each of the  officers of the Company will have
such authority and will perform such duties as are customarily incident to their
respective offices or as may be specified from time to time by the Board.

                                      STOCK

     27. Certificates.  Certificates representing shares of stock of the Company
will be in such form as is determined by the Board,  subject to applicable legal
requirements.  Each such certificate will be numbered and its issuance  recorded
in the books of the Company, and such certificate will exhibit the holder's name
and the number of shares  and will be signed by, or in the name of, the  Company
by the President and the Secretary or an Assistant  Secretary,  or the Treasurer
or an  Assistant  Treasurer,  and will also be signed by, or bear the  facsimile
signature  of, a duly  authorized  officer or agent of any  properly  designated
transfer agent of the Company.  Any or all of the signatures and the seal of the
Company, if any, upon such certificates may be facsimiles, engraved, or printed.
Such  certificates may be issued and delivered  notwithstanding  that the person
whose facsimile  signature appears thereon may have ceased to be such officer at
the time the certificates are issued and delivered.

     28.  Classes  of  Stock.  The  designations,   preferences,   and  relative
participating, optional, or other special rights of the various classes of stock
or series thereof, and the qualifications, limitations, or restrictions thereof,
will be set forth in full or summarized on the face or back of the  certificates
which the  Company  issues to  represent  its stock,  or in lieu  thereof,  such
certificates  will set forth the office of the Company from which the holders of
certificates may obtain a copy of such information.

     29.  Transfers.  Upon surrender to the Company or the transfer agent of the
Company of a  certificate  for shares  duly  endorsed or  accompanied  by proper
evidence of  succession,  assignment,  or authority to transfer,  it will be the
duty of the Company to issue,  or to


                                       8
<PAGE>


cause its transfer  agent to issue,  a new  certificate  to the person  entitled
thereto, cancel the old certificate, and record the transaction upon its books.

     30. Lost, Stolen, or Destroyed Certificates. The Secretary may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the  Company  alleged  to have  been  lost,
stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Secretary,  by the person  claiming the  certificate of stock to be lost,
stolen,  or  destroyed.  As a  condition  precedent  to  the  issuance  of a new
certificate or certificates,  the Secretary may require the owners of such lost,
stolen,  or destroyed  certificate or certificates to give the Company a bond in
such sum and with  such  surety  or  sureties  as the  Secretary  may  direct as
indemnity  against any claims that may be made  against the Company with respect
to the  certificate  alleged  to have been lost,  stolen,  or  destroyed  or the
issuance of the new certificate.

     31.  Record  Dates.  (a) In  order  that  the  Company  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which will not be more
than 60 nor less than 10 calendar  days before the date of such  meeting.  If no
record date is fixed by the Board, the record date for determining  stockholders
entitled  to notice of or to vote at a meeting  of  stockholders  will be at the
close of business on the calendar day next  preceding the day on which notice is
given,  or,  if no notice is given,  the day on which  the  meeting  is held.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting  of the  stockholders  will  apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.

     (b)In order that the Company may  determine  the  stockholders  entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the  stockholders  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 record date shall be such date as shall be selected by the Board,  or, if no
date is  selected,  at the close of  business on the  calendar  day on which the
Board adopts the resolution relating thereto.

     (c) The  Company  will be  entitled  to treat the  person in whose name any
share of its stock is registered as the owner thereof for all purposes, and will
not be bound to recognize  any equitable or other claim to, or interest in, such
share on the part of any other  person,  whether or not the  Company  has notice
thereof, except as expressly provided by applicable law.

                                 INDEMNIFICATION

     32. Damages and Expenses.  (a) Without limiting the generality or effect of
any  provision  of the  Certificate  of  Incorporation,  the Company will to the
fullest  extent  permitted by  applicable  law as then in effect  indemnify  any
person (an "Indemnitee") who is or was involved in any manner (including without
limitation  as a party or a witness) or is  threatened to be made so involved in
any threatened,  pending, or completed  investigation,  claim,  action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (including
without  limitation


                                       9
<PAGE>


any action, suit, or proceeding,  by or in the right of the Company to procure a
judgment in its favor) (a  "Proceeding")  by reason of the fact that such person
is or was or had agreed to become a Director, officer, employee, or agent of the
Company,  or is or was  serving at the request of the Board or an officer of the
Company as a  director,  officer,  employee,  or agent of  another  corporation,
partnership,  joint venture,  trust, or other entity,  whether for profit or not
for profit (including the heirs,  executors,  administrators,  or estate of such
person),  or anything done or not by such person in any such  capacity,  against
all expenses (including attorneys' fees), judgments,  fines, and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
such Proceeding.  Such indemnification will be a contract right and will include
the  right  to  receive  payment  in  advance  of any  expenses  incurred  by an
Indemnitee in connection with such Proceeding, consistent with the provisions of
applicable law as then in effect.

     (b) The  right of  indemnification  provided  in this  Bylaw 33 will not be
exclusive of any other rights to which any person  seeking  indemnification  may
otherwise  be  entitled,  and will be  applicable  to  Proceedings  commenced or
continuing  after the  adoption of this Bylaw 33,  whether  arising from acts or
omissions occurring before or after such adoption.

     (c) In furtherance,  but not in limitation of the foregoing provisions, the
following  procedures,  presumptions,  and  remedies  will apply with respect to
advancement of expenses and the right to indemnification under this Bylaw 33:

          (i) All reasonable  expenses incurred by or on behalf of an Indemnitee
     in connection with any Proceeding will be advanced to the Indemnitee by the
     Company  within 30  calendar  days after the  receipt  by the  Company of a
     statement or  statements  from the  Indemnitee  requesting  such advance or
     advances from time to time,  whether prior to or after final disposition of
     such Proceeding.  Such statement or statements will reasonably evidence the
     expenses  incurred by the Indemnitee  and, if and to the extent required by
     law at the time of such  advance,  will  include  or be  accompanied  by an
     undertaking  by or on  behalf  of the  Indemnitee  to  repay  such  amounts
     advanced as to which it may ultimately be determined that the Indemnitee is
     not entitled.  If such an  undertaking is required by law at the time of an
     advance,  no  security  will be  required  for  such  undertaking  and such
     undertaking will be accepted without reference to the recipient's financial
     ability to make repayment.

          (ii) To obtain  indemnification  under this  Bylaw 33, the  Indemnitee
     will  submit  to  the   Secretary  a  written   request,   including   such
     documentation  supporting  the  claim  as is  reasonably  available  to the
     Indemnitee  and is  reasonably  necessary to determine  whether and to what
     extent the  Indemnitee  is entitled  to  indemnification  (the  "Supporting
     Documentation").  The  determination  of the  Indemnitee's  entitlement  to
     indemnification  will be made not more than 30 calendar  days after receipt
     by the Company of the written request for indemnification together with the
     Supporting Documentation.  The Secretary will promptly upon receipt of such
     a  request  for  indemnification  advise  the  Board  in  writing  that the
     Indemnitee has requested  indemnification.  The Indemnitee's entitlement to
     indemnification  under  this  Bylaw  33  will be  determined  in one of the
     following ways: (A) by a majority vote of the  Disinterested  Directors (as
     hereinafter  defined), if they constitute a quorum of the Board, or, in the
     case of an  Indemnitee  that is not a  present  or  former  officer  of the
     Company,  by any  committee of the Board or



                                       10
<PAGE>




     committee of officers or agents of the Company  designated for such purpose
     by a majority of the Whole Board;  (B) by a written  opinion of Independent
     Counsel if (1) a Change of  Control  has  occurred  and the  Indemnitee  so
     requests  or (2) in the case of an  Indemnitee  that is a present or former
     officer of the Company,  a quorum of the Board  consisting of Disinterested
     Directors  is not  obtainable  or, even if  obtainable,  a majority of such
     Disinterested  Directors so directs; (C) by the stockholders (but only if a
     majority of the Disinterested Directors, if they constitute a quorum of the
     Board,  presents  the  issue  of  entitlement  to  indemnification  to  the
     stockholders for their  determination);  or (D) as provided in subparagraph
     (iii)  below.   In  the  event  the   determination   of   entitlement   to
     indemnification is to be made by Independent Counsel pursuant to clause (B)
     above,  a  majority  of  the   Disinterested   Directors  will  select  the
     Independent   Counsel,  but  only  an  Independent  Counsel  to  which  the
     Indemnitee does not reasonably object; provided,  however, that if a Change
     of Control has  occurred,  the  Indemnitee  will  select  such  Independent
     Counsel,  but only an  Independent  Counsel  to which  the  Board  does not
     reasonably object.

          (iii)  Except as  otherwise  expressly  provided in this Bylaw 33, the
     Indemnitee  will be presumed to be entitled to  indemnification  under this
     Bylaw 33 upon submission of a request for indemnification together with the
     Supporting  Documentation  in accordance with  subparagraph (c) (ii) above,
     and  thereafter  the Company will have the burden of proof to overcome that
     presumption  in  reaching a contrary  determination.  In any event,  if the
     person  or  persons  empowered  under  subparagraph  (c) (ii) to  determine
     entitlement  to  indemnification  has not been  appointed or has not made a
     determination  within 30 calendar  days after receipt by the Company of the
     request therefor together with the Supporting Documentation, the Indemnitee
     will be deemed to be entitled to indemnification and the Indemnitee will be
     entitled to such indemnification  unless (A) the Indemnitee  misrepresented
     or  failed  to  disclose  a  material   fact  in  making  the  request  for
     indemnification   or  in  the   Supporting   Documentation   or  (B)   such
     indemnification  is prohibited by law. The  termination  of any  Proceeding
     described in  paragraph  (a) of this Bylaw 33, or of any claim,  issue,  or
     matter therein, by judgment,  order, settlement,  or conviction,  or upon a
     plea of nolo contendere or its equivalent,  will not, of itself,  adversely
     affect  the  right  of  the  Indemnitee  to  indemnification  or  create  a
     presumption  that the  Indemnitee did not act in good faith and in a manner
     which the  Indemnitee  reasonably  believed  to be in or not opposed to the
     best interests of the Company or, with respect to any criminal  Proceeding,
     that the Indemnitee  had  reasonable  cause to believe that his conduct was
     unlawful.

          (iv)  (A) In the  event  that a  determination  is  made  pursuant  to
     subparagraph   (c)  (ii)   that  the   Indemnitee   is  not   entitled   to
     indemnification under this Bylaw 33, (1) the Indemnitee will be entitled to
     seek an  adjudication  of his or her  entitlement  to such  indemnification
     either, at the Indemnitee's sole option, in (x) an appropriate court of the
     State of New York or any other court of  competent  jurisdiction  or (y) an
     arbitration to be conducted by a single arbitrator pursuant to the rules of
     the American Arbitration  Association;  (2) any such judicial proceeding or
     arbitration  will be de novo and the  Indemnitee  will not be prejudiced by
     reason  of  such  adverse  determination;  and  (3)  in any  such  judicial
     proceeding or arbitration  the Company will have the burden of proving that
     the Indemnitee is not entitled to indemnification under this Bylaw 33.


                                       11
<PAGE>


     (B) If a  determination  is made or deemed to have been made,  pursuant  to
subparagraph  (c) (ii) or (iii) of this Bylaw 33 that the Indemnitee is entitled
to   indemnification,   the  Company  will  be  obligated  to  pay  the  amounts
constituting  such  indemnification  within  five (5)  business  days after such
determination has been made or deemed to have been made and will be conclusively
bound by such determination  unless (1) the Indemnitee  misrepresented or failed
to disclose a material fact in making the request for  indemnification or in the
Supporting Documentation or (2) such indemnification is prohibited by law, these
Bylaws or the  Certificate of  Incorporation.  In the event that  advancement of
expenses is not timely made pursuant to subparagraph  (c) (i) of the Bylaw 33 or
payment of  indemnification  is not made within five (5)  business  days after a
determination of entitlement to indemnification  has been made or deemed to have
been made  pursuant  to  subparagraph  (c) (ii) or (iii) of this  Bylaw 33,  the
Indemnitee  will be  entitled  to seek  judicial  enforcement  of the  Company's
obligation  to  pay  to  the   Indemnitee   such   advancement  of  expenses  or
indemnification. Notwithstanding the foregoing, the Company may bring an action,
in an appropriate court in the State of New York or any other court of competent
jurisdiction,  contesting the right of the Indemnitee to receive indemnification
hereunder due to the  occurrence of any event  described in subclause (1) or (2)
of this clause (B) (a "Disqualifying  Event");  provided,  however,  that in any
such action the Company will have the burden of proving the  occurrence  of such
Disqualifying Event.

     (C) The Company will be precluded from asserting in any judicial proceeding
or arbitration  commenced  pursuant to the provisions of this  subparagraph  (c)
(iv)  that the  procedures  and  presumptions  of this  Bylaw 33 are not  valid,
binding, and enforceable and will stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Bylaw 33.

     (D) In the event that the  Indemnitee,  pursuant to the  provisions of this
subparagraph  (c)  (iv),  seeks a  judicial  adjudication  of,  or an  award  in
arbitration to enforce,  his rights under,  or to recover damages for breach of,
this Bylaw 33, the Indemnitee will be entitled to recover from the Company,  and
will be indemnified by the Company against, any expenses actually and reasonably
incurred  by  the  Indemnitee  if  the  Indemnitee  prevails  in  such  judicial
adjudication or arbitration.  If it is determined in such judicial  adjudication
or  arbitration  that the  Indemnitee is entitled to receive part but not all of
the  indemnification or advancement of expenses sought, the expenses incurred by
the Indemnitee in connection with such judicial adjudication or arbitration will
be prorated accordingly.

          (v) For purposes of this paragraph (c):

     (A)  "Change  in  Control"  means the  occurrence  of any of the  following
events:

     1. The Company is merged, consolidated, or reorganized into or with another
corporation   or  other  legal   entity,   and  as  a  result  of  such  merger,
consolidation,  or  reorganization  less than a majority of the combined  voting
power  of  the  then  outstanding  securities  of  such  corporation  or  entity
immediately  after such  transaction are held in the aggregate by the holders of
the Voting Stock immediately prior to such transaction;


                                       12
<PAGE>


     2. The Company sells or otherwise transfers all or substantially all of its
assets to another  corporation  or other  legal  entity and, as a result of such
sale or  transfer,  less than a majority  of the  combined  voting  power of the
then-outstanding  securities  of such other  corporation  or entity  immediately
after such sale or  transfer is held in the  aggregate  by the holders of Voting
Stock immediately prior to such sale or transfer;

     3.  There is a report  filed on  Schedule  13D or  Schedule  14D-1  (or any
successor  schedule,  form,  or report  or item  therein),  each as  promulgated
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  disclosing  that any person (as the term  "person" is used in Section 13
(d) (3) and Section 14 (d) (2) of the  Exchange  Act) has become the  beneficial
owner  (as the term  "beneficial  owner"  is  defined  under  Rule  13d-3 or any
successor rule or regulation  promulgated  under the Exchange Act) of securities
representing 30% or more of the combined voting power of the Voting Stock;

     4. The Company files a report or proxy  statement  with the  Securities and
Exchange  Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form, or report or item therein)
that a change in control of the Company has occurred or will occur in the future
pursuant to any then-existing contract or transaction; or

     5. If, during any period of two consecutive  years,  individuals who at the
beginning of any such period  constitute  the Directors  cease for any reason to
constitute at least a majority thereof; provided,  however, that for purposes of
this clause (5) each  Director  who is first  elected,  or first  nominated  for
election by the Company's stockholders,  by a vote of at least two-thirds of the
Directors (or a committee of the Board) then still in office who were  Directors
at the  beginning  of any such  period will be deemed to have been a Director at
the  beginning of such  period.  Notwithstanding  the  foregoing  provisions  of
clauses (3) or (4) of this paragraph (c) (v) (A); unless otherwise determined in
a specific case by majority vote of the Board, a "Change in Control" will not be
deemed to have  occurred for purposes of such clauses (3) or (4) solely  because
(x) the Company, and (y) an entity in which the Company, directly or indirectly,
beneficially owns 50% or more of the voting securities (a "Subsidiary"),  or (z)
any employee  stock  ownership  plan or any other  employee  benefit plan of the
Company or any Subsidiary  either files or becomes obligated to file a report or
a proxy  statement under or in response to Schedule 13D,  Schedule  14D-1,  Form
8-K,  or  Schedule  14A (or any  successor  schedule,  form,  or  report or item
therein) under the Exchange Act disclosing  beneficial ownership by it of shares
of Voting Stock,  whether in excess of 30% or otherwise,  or because the Company
reports  that a change in control of the Company  has  occurred or will occur in
the future by reason of such beneficial ownership.

     (B) "Disinterested  Director" means a Director of the Company who is not or
was not a party to the Proceeding in respect of which  indemnification is sought
by the Indemnitee.

     (C)  "Independent  Counsel" means a law firm or a member of a law firm that
neither presently is, nor in the past five years has been, retained to represent
(1) the Company or the Indemnitee in any matter material to either such party or
(2) any other party to the Proceeding


                                       13
<PAGE>


giving rise to a claim for indemnification under this Bylaw 33.  Notwithstanding
the foregoing,  the term "Independent  Counsel" will not include any person who,
under the applicable standards of professional conduct then prevailing under the
law of the State of New York,  would be precluded from  representing  either the
Company or the  Indemnitee  in an action to determine  the  Indemnitee's  rights
under this Bylaw 33.

     (D) If any provision or provisions of this Bylaw 33 are held to be invalid,
illegal, or unenforceable for any reason whatsoever: (i) the validity, legality,
and  enforceability  of the  remaining  provisions  of this Bylaw 33  (including
without limitation all portions of any paragraph of this Bylaw 33 containing any
such  provision  held to be invalid,  illegal,  or  unenforceable,  that are not
themselves  invalid,  illegal, or unenforceable) will not in any way be affected
or impaired thereby and (ii) to the fullest extent  possible,  the provisions of
this Bylaw 33  (including  without  limitation  all portions of any paragraph of
this Bylaw 33 containing  any such  provision  held to be invalid,  illegal,  or
unenforceable,  that are not themselves invalid, illegal, or unenforceable) will
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal, or unenforceable.

     33.  Insurance,  Contracts,  and  Funding.  The  Company may  purchase  and
maintain  insurance to protect itself and any  Indemnitee  against any expenses,
judgments,  fines,  and amounts paid in settlement or incurred by any Indemnitee
in connection with any Proceeding  referred to in Bylaw 33 or otherwise,  to the
fullest extent  permitted by applicable  law as then in effect.  The Company may
enter into contracts with any person entitled to indemnification  under Bylaw 33
or otherwise,  and may create a trust fund,  grant a security  interest,  or use
other  means  (including  without  limitation  a letter of credit) to ensure the
payment  of such  amounts  as may be  necessary  to  effect  indemnification  as
provided in Bylaw 33.

                                    GENERAL

     34.  Fiscal Year.  The fiscal year of the Company will end on May 31stst of
each year or such other date as may be fixed from time to time by the Board.

     35. Seal.  The Board may adopt a corporate seal and use the same by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     36. Reliance upon Books, Reports, and Records.  Each Director,  each member
of a committee designated by the Board, and each officer of the Company will, in
the  performance  of his or her duties,  be fully  protected  in relying in good
faith  upon the  records of the  Company  and upon such  information,  opinions,
reports, or statements presented to the Company by any of the Company's officers
or employees, or committees of the Board, or by any other person or entity as to
matters the  Director,  committee  member,  or officer  believes are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.


                                       14
<PAGE>


     37. Time  Periods.  In applying any provision of these Bylaws that requires
that an act be done or not be done a specified  number of days prior to an event
or that an act be done during a period of a specified number of days prior to an
event,  calendar days will be used unless  otherwise  specified,  the day of the
doing of the act will be excluded and the day of the event will be included.

     38.  Amendments.  Except as otherwise provided by law or by the Certificate
of  Incorporation,  these Bylaws or any of them may be amended in any respect or
repealed at any time,  either (i) at any meeting of stockholders,  provided that
any  amendment or  supplement  proposed to be acted upon at any such meeting has
been  described  or  referred to in the notice of such  meeting,  or (ii) at any
meeting of the Board,  provided that no amendment  adopted by the Board may vary
or conflict with any amendment adopted by the stockholders.

     39. Certain  Defined Terms.  Terms used herein with initial capital letters
that are  defined in the  Certificate  of  Incorporation  are used  herein as so
defined.


                                       15