BY-LAWS

                                       OF

                                   AMNEX, INC.

                      (As Amended Through August 31, 1996)

                                    ARTICLE I

                                     OFFICES

Section 1.        Principal Office

                  The principal  office of the  Corporation  shall be in City of
New York, County of New York, State of New York.

Section 2.        Additional Offices

                  The  Corporation  may also have offices and places of business
at such other  places,  within or without the State of New York, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 1.        Time and Place

                  The annual meeting of the  shareholders of the Corporation and
all special  meetings of shareholders  may be held at such time and place within
or without the State of New York as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

Section 2.        Annual Meeting

                  The annual  meeting of  shareholders  shall be held on the 3rd
Tuesday in June of each year, if not a legal  holiday,  and, if a legal holiday,
then on the next business day thereafter,  and the shareholders shall then elect
a Board of Directors and transact such other business as may properly be brought
before the meeting.  To be properly  brought before an annual meeting,  business
must be (a) specified in the notice of meeting (or any supplement thereto) given
by, at the direction of or upon authority granted by the Board of Directors, (b)
otherwise  brought  before the meeting by, at the direction of or upon authority
granted by the Board of  Directors,  or (c)  subject to ARTICLE  II,  Section 10
hereof,  otherwise  properly  brought before the meeting by a  shareholder.  For
business to be properly  brought before an annual meeting by a shareholder,  the
shareholder must have given timely notice thereof in writing to the Secretary of
the  Company.  To be timely,  a  shareholder's  notice  must be  received at the
principal  executive  offices of the Company not less than 60 days nor more than
90 days prior to the meeting;  provided,  however,  that, in the event that less
than 70 days'  notice of the date of the  meeting is given to  shareholders  and
public  disclosure of the meeting date,  pursuant to a press release,  is either
not made or is made less than 70 days prior to the meeting date,  then notice by
the  shareholder  to be timely must be so  received  not later than the close of
business  on the tenth day  following  the  earlier of (a) the day on which such
notice of the date of the annual meeting was mailed to  shareholders  or (b) the
day on which any such public disclosure was made.
                
                  A  shareholder's  notice to the Secretary must set forth as to
each matter the  shareholder  proposes to bring before the annual  meeting (a) a
brief  description  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 shareholder
proposing such business, (c) the class and number of shares of the Company which

                                       1
<PAGE>

are beneficially owned by the shareholder,  and (d) any material interest of the
shareholder  in such  business.  Notwithstanding  anything in the By-Laws to the
contrary,  but subject to ARTICLE II,  Section 10 hereof,  no business  shall be
conducted at an annual  meeting  except in accordance  with the  procedures  set
forth in this Section 2. The Chairman of an annual meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting in accordance  with the provisions of this Section 2,
and, if he should so determine, he shall so declare to the meeting, and any such
business not properly brought before the meeting shall not be transacted.

Section 3.        Notice of Annual Meeting

                  Written  notice  of the  place,  date and  hour of the  annual
meeting of shareholders shall be given personally or by mail to each shareholder
entitled to vote  thereat,  not less than ten (10) nor more than fifty (50) days
prior to the meeting.

Section 4.        Special Meetings

                  Special meetings of the shareholders, for any purposes, unless
otherwise  prescribed  by law or by the  Certificate  of  Incorporation,  may be
called  by  the  President,  Chairman  of  the  Board  or  any  Director  of the
Corporation.  Such  request  shall state the purpose or purposes of the proposed
meetings.

Section 5.        Notice of Special Meeting

                  Written notice of a special  meeting of  shareholders  stating
the place,  date and hour of the meeting,  the purpose or purposes for which the
meeting is called,  and by or at whose  direction it is being  issued,  shall be
given  personally or by mail to each shareholder  entitled to vote thereat,  not
less than ten (10) nor more than fifty (50) days prior to the meeting.

Section 6.        Quorum

                  Except  as   otherwise   provided   by  the   Certificate   of
Incorporation, the holders of a majority of the shares of the Corporation issued
and  outstanding  and entitled to vote  thereat  shall be necessary to and shall
constitute  a quorum for the  transaction  of  business  at all  meetings of the
shareholders.  If  a  quorum  shall  not  be  present  at  any  meeting  of  the
shareholders,  the  shareholders  entitled to vote thereat  present in person or
represented  by proxy shall have power to adjourn the meeting  from time to time
until a quorum shall be present. At any such adjourned meeting at which a quorum
may be present,  any business may be transacted which might have been transacted
at the meeting as originally called.

Section 7.        Voting

                  (a) At any  meeting  of the  shareholders,  every  shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise  provided in the  Certificate of  Incorporation,  each  shareholder
shall have one (1) vote for each share of stock  having  voting  power  which is
registered in his name on the books of the Corporation.

                  (b) Except as otherwise  provided by law or by the Certificate
of Incorporation  or these By-Laws,  all elections of Directors shall be decided
by a  plurality  of the votes cast and all other  matters  shall be decided by a
majority of the votes cast.

                  (c) At each  meeting of the  shareholders,  the polls shall be
opened and closed,  the proxies  and ballots  shall be received  and be taken in
charge,  and all questions touching the qualification of voters, the validity of
proxies and the  acceptance or rejection of votes shall be decided by one (1) or
more inspectors.  Such inspector(s) shall be appointed by the Board of Directors
or the chairman of the meeting.  If, for any reason, any inspector(s)  appointed
shall fail to attend or refuse or be unable to serve, inspectors in place of any
so failing to attend or refusing or unable to serve shall be  appointed  in like
manner.  Such  inspector(s),  before  entering  upon the  discharge of his/their
duties,  shall be sworn faithfully to execute the duties of inspector(s) at such
meeting with strict impartiality and according to the best of his/their ability,
and the oath so taken shall be subscribed by him/them.

                                       2
<PAGE>

Section 8.        Proxies

                  A proxy,  to be valid,  shall be  executed  in  writing by the
shareholder  or by his  attorney-in-fact.  No proxy  shall be  valid  after  the
expiration of eleven (11) months from the date thereof unless otherwise provided
in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder
executing it, except in those cases where an  irrevocable  proxy is permitted by
law.

Section 9.        Consents

                  Whenever  by any  provision  of law or of the  Certificate  of
Incorporation  or of these By-Laws the vote of shareholders at a meeting thereof
is required or permitted to be taken in connection  with any  corporate  action,
the  meeting  and  vote  of  shareholders  may be  dispensed  with  if  all  the
shareholders  who would  have  been  entitled  to vote  upon the  action if such
meeting were held shall consent in writing to such corporate action being taken.
Nothing  in this  Section  9 shall be  construed  so as to alter or  modify  any
provision of law under which the written consent of the holders of less than all
outstanding shares is sufficient for corporate action.

Section 10.       Notice and Qualification of Shareholder Nominees to
                  Board

                  Only  persons  who  are  nominated  in  accordance   with  the
procedures  set forth in this  Section 10 shall be  qualified  for  election  as
Directors.  Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of  shareholders  by or at the direction of the
Board of Directors or by any shareholder of the Company entitled to vote for the
election of Directors at the meeting who complies with the  procedures set forth
in this Section 10. In order for persons  nominated  to the Board of  Directors,
other  than  those  persons  nominated  by or at the  direction  of the Board of
Directors,  to be qualified to serve on the Board of Directors,  such nomination
shall be made  pursuant  to timely  notice in  writing to the  Secretary  of the
Company. To be timely, a shareholder's  notice must be received at the principal
executive  offices  of the  Company  not less than 60 days nor more than 90 days
prior to the meeting;  provided,  however,  that, in the event that less than 70
days'  notice of the date of the  meeting  is given to  shareholders  and public
disclosure of the meeting date,  pursuant to a press release, is either not made
or is made less  than 70 days  prior to the  meeting  date,  then  notice by the
shareholder  to be  timely  must be so  received  not  later  than the  close of
business  on the tenth day  following  the  earlier of (a) the day on which such
notice of the date of the meeting was mailed to  shareholders  or (b) the day on
which such public disclosure was made.

                  A shareholder's  notice to the Secretary must set forth (a) as
to each  person  whom the  shareholder  proposes  to  nominate  for  election or
re-election  as a Director (i) the name,  age,  business  address and  residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person,  (iii)  the  class  and  number  of  shares  of the  Company  which  are
beneficially  owned by such  person and (iv) any other  information  relating to
such  person that is required to be  disclosed  in  solicitation  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
from time to time  (including,  without  limitation,  such  documentation  as is
required by Regulation  14A to confirm that such person is a bona fide nominee);
and (b) as to the  shareholder  giving the notice (i) the name and  address,  as
they appear on the Company's  books, of such  shareholder and (ii) the class and
number  of  shares  of  the  Company  which  are  beneficially   owned  by  such
shareholder.  At the request of the Board of Directors,  any person nominated by
the Board of Directors for election as a Director shall furnish to the Secretary
of the Company  that  information  required  to be set forth in a  shareholder's
notice of nomination which pertains to the nominee. No person shall be qualified
for election as a Director of the Company  unless  nominated in accordance  with
the  procedures set forth in this Section 10. The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance  with  procedures  prescribed by the By-Laws,  and, if he
should so  determine,  he shall so declare  to the  meeting,  and the  defective
nomination shall be disregarded.

                                       3
<PAGE>

                                   ARTICLE III

                                    DIRECTORS

Section 1.        Number; Tenure

                  (a) The number of Directors  constituting  the entire Board of
Directors  shall be fixed from time to time by resolution of the Board but shall
not be less than three (3),  except that where all the shares of the Corporation
are owned  beneficially and of record by less than three (3)  shareholders,  the
number of  Directors  may be less than three (3) but not less than the number of
shareholders.

                  (b)  Directors  shall be elected at the annual  meeting of the
shareholders,  except as provided  in Section 3 of this  Article  III,  and each
Director  shall be elected to serve until his successor has been elected and has
qualified.

Section 2.        Resignation; Removal

                  Any  Director  may resign at any time.  The Board of Directors
may remove a Director for cause. Any or all of the Directors may be removed with
or without cause by a vote of the shareholders. These provisions for the removal
of Directors apply to the extent permitted by the laws of the State of New York.

Section 3.        Vacancies

                  If any vacancies  occur in the Board of Directors by reason of
the death, resignation,  retirement,  disqualification or removal from office of
any Director with or without cause or if any new directorships are created,  the
Directors  then in office  may  choose  successors,  or fill the  newly  created
directorships,  and the  Directors  so chosen  shall hold office  until the next
annual  meeting of the  shareholders  and until their  successors  shall be duly
elected and qualified, unless sooner displaced.

Section 4.        Executive Committee and Other Committees

                  The Board of Directors, by resolution adopted by a majority of
the entire Board,  may designate  from among its members an Executive  Committee
and  other  committees,  each  consisting  of  three  or more  Directors,  which
committees  shall serve at the pleasure of the Board of Directors.  The Board of
Directors may designate one or more  Directors as alternate  members of any such
committee,  who may replace any absent member or members of such committee.  The
Board of Directors, by resolution adopted by a majority of the entire Board, may
remove a member of any such  committee  with or  without  cause.  To the  extent
provided in said resolution and to the extent permitted by the laws of the State
of New York,  each such committee  shall have and may exercise the powers of the
Board of Directors.  Each of such  committees  shall keep regular minutes of its
proceedings and shall report thereon to the Board from time to time as required.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

Section 1.        Place

                  The Board of Directors of the  Corporation  may hold meetings,
both regular and special, either within or without the State of New York.

Section 2.        Regular Meetings

                  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall  from time to time be  determined
by the Board.

                                       4
<PAGE>

Section 3.        Special Meetings

                  Special  meetings of the Board of  Directors  may be called by
the Chairman of the Board or the  President,  and, upon the written demand of at
least two (2) Directors,  shall be called by the Secretary,  in each case on one
(1) day's notice to each  Director,  either  personally,  by overnight  mail, by
telegram, by telecopier or by telephone.

Section 4.        Quorum

                  At all meetings of the Board of  Directors,  a majority of the
Directors  then in office,  shall be  necessary  to  constitute a quorum for the
transaction of business.  If a quorum shall not be present at any meeting of the
Board of Directors,  a majority of the Directors present thereat may adjourn the
meeting from time to time until a quorum shall be present.  One (1) day's notice
of any such adjournment shall be given, either personally, by mail, by telegram,
by telecopier  or by telephone to each Director who was not present and,  unless
announced at the meeting, to the other Directors.

Section 5.        Action of the Board

                  Unless  otherwise  required by law,  the vote of a majority of
the  Directors  present at the time of the vote,  if a quorum is present at such
time, shall be the act of the Board.

Section 6.        Participation in Meeting by Electronic Means

                  Any one or more  members  of the  Board  of  Directors  or any
committee  thereof may participate in a meeting of the Board of Directors or any
committee  thereof by means of a conference  telephone or similar  communication
equipment allowing all persons  participating in such meeting to hear each other
at the same time.  Participation  by such means  shall  constitute  presence  in
person at such meeting.

Section 7.        Action in Lieu of Meeting

                  Any action  required or  permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or the committee consent in writing to the adoption of
a resolution  authorizing  the action.  The resolution and the written  consents
thereto by the members of the Board of  Directors  or  committee  shall be filed
with the minutes of the proceedings of the Board of Directors or committee.

Section 8.        Compensation

                  Directors,  as such,  shall not receive any stated  salary for
their  services,  but, by resolution of the Board of Directors,  a fixed fee and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board;  provided,  however, that nothing herein contained
shall be construed to preclude any Director from serving the  Corporation in any
other capacity and receiving compensation therefor.

                                    ARTICLE V

                                     NOTICES

Section 1.        Form; Delivery

                  Notices  to  Directors  and  shareholders  shall be in writing
(except as provided herein) and may be delivered  personally or by mail or, with
respect to Directors only, by telegram,  telecopier or telephone. Such notice is
deemed to be given,  if by mail,  when deposited in the United States mail, with
postage  thereon  prepaid  and, if by  telegram,  when  ordered or, if a delayed
delivery is ordered,  as of such delayed  delivery time,  and, if by telecopier,
when  transmitted and directed to Directors at their addresses as they appear on
the records of the Corporation.

                                       5
<PAGE>

Section 2.        Waiver

                  Whenever a notice is required to be given by any statute,  the
Certificate  of  Incorporation  or these  By-Laws,  a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to such notice. In addition,
any  shareholder  attending  a  meeting  of  shareholders  in person or by proxy
without  protesting  prior to the  conclusion  of the meeting the lack of notice
thereof to him, and any  Director  attending a meeting of the Board of Directors
or  committee  thereof  without  protesting  prior  to  the  meeting  or at  its
commencement  such lack of notice  shall be  conclusively  deemed to have waived
notice of such meeting.

                                   ARTICLE VI

                                    OFFICERS

Section 1.        Officers

                  The  officers  of the  Corporation  shall be a Chairman of the
Board, a President,  one or more Vice-Presidents,  a Secretary, a Treasurer, and
such other officers as may be determined by the Board of Directors.

Section 2.        Authority and Duties

                  All officers, as between themselves and the Corporation, shall
have such authority and perform such duties in the management of the Corporation
as may be provided in these By-Laws,  or, to the extent not so provided,  by the
Board of Directors.

Section 3.        Term of Office; Removal

                  All officers  shall be elected by the Board of  Directors  and
shall hold office for such time as may be prescribed  by the Board.  Any officer
or agent  elected or appointed by the Board may be removed with or without cause
at any time by the Board.

Section 4.        Compensation

                  The  compensation of all officers of the Corporation  shall be
fixed by the Board of Directors,  and the compensation of agents shall either be
so fixed or shall be fixed by officers thereunto duly authorized.  The fact that
any officer is a Director  shall not preclude him from  receiving a salary as an
officer, or from voting upon the resolution providing the same.

Section 5.        Vacancies

                  If an  office  becomes  vacant  for any  reason,  the Board of
Directors may fill the vacancy. Any officer so appointed or elected by the Board
shall serve only until the unexpired term of his predecessor  shall have expired
unless re-elected by the Board.

Section 6.        The Chairman of the Board

                  The  Chairman  of the  Board of  Directors  shall be the Chief
Executive  Officer of the  Corporation;  he shall preside at all meetings of the
Board of  Directors  and  shareholders;  he shall be  ex-officio a member of all
standing committees and shall perform such other duties as from time to time may
be assigned to him by the Board of Directors.

Section 7.        The President

                  The  President  shall be the Chief  Operating  Officer  of the
Corporation;  he shall have  general  and active  management  and control of the
day-to-day  business and affairs of the  Corporation,  subject to the control of
the Board of  Directors,  and shall see that all orders and  resolutions  of the
Board are carried into effect.

                                       6
<PAGE>

Section 8.        The Vice-President

                  The  Vice-President  or,  if  there  be  more  than  one,  the
Vice-Presidents in the order of their seniority or in any other order determined
by the Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and shall generally
assist the President and perform such other duties as the Board, the Chairman of
the Board or the President shall prescribe.

Section 9.        The Secretary

                  The  Secretary  shall  attend  all  meetings  of the  Board of
Directors  and all  meetings  of the  shareholders  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 the standing committees when required. He shall give, or
cause to be given,  notice  of all  meetings  of the  shareholders  and  special
meetings of the Board,  and shall perform such other duties as may be prescribed
by  the  Board,  the  Chairman  of  the  Board  or the  President,  under  whose
supervision  he  shall  act.  He  shall  keep in safe  custody  the  seal of the
Corporation and, when authorized by the Board,  affix the same to any instrument
requiring it and,  when so affixed,  it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Treasurer or Assistant Secretary.
He shall keep in safe custody the certificate books and shareholder  records and
such other books and records as the Board may direct and shall perform all other
duties incident to the office of the Secretary.

Section 10.       The Assistant Secretary

                  During  the  absence  or  disability  of  the  Secretary,  any
Assistant Secretary,  or if there be more than one, the one so designated by the
Secretary or by the Board of Directors,  shall have all the powers and functions
of the Secretary.

Section 11.       The Treasurer

                  The Treasurer shall have the care and custody of the corporate
funds and other valuable effects,  including securities, and shall keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation and shall deposit all monies and other valuable  effects in the name
and to the credit of the  Corporation in such  depositories as may be designated
by the  Board of  Directors.  The  Treasurer  shall  disburse  the  funds of the
Corporation  as may be ordered by the Board,  taking  proper  vouchers  for such
disbursements,  and shall render the  Directors,  at the regular  meeting 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.

Section 12.       The Assistant Treasurer

                  During  the  absence  or  disability  of  the  Treasurer,  any
Assistant Treasurer,  or if there be more than one, the one so designated by the
Treasurer or by the Board of Directors,  shall have all the powers and functions
of the Treasurer.

Section 13.       Bonds

                  In case the Board of Directors  shall so require,  any officer
or agent of the Corporation  shall give the Corporation a bond for such term, in
such sum and with such surety or sureties as shall be  satisfactory to the Board
for  the  faithful  performance  of  the  duties  of his  office,  and  for  the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.

                                       7
<PAGE>

                                  ARTICLE VIII

                               SHARE CERTIFICATES

Section 1.        Form; Signature

                  The  certificates  for shares of the  Corporation  shall be in
such form as shall be determined by the Board of Directors and shall be numbered
consecutively  and entered in books of the Corporation as they are issued.  Each
certificate shall exhibit the registered  holder's name and the number and class
of shares,  and shall be signed by the Chairman of the Board, the President or a
Vice-President  and by the Treasurer or an Assistant  Treasurer or the Secretary
or an  Assistant  Secretary,  and shall  bear the seal of the  Corporation  or a
facsimile  thereof.  Where any such certificate is  counter-signed by a transfer
agent, or registered by a registrar,  the signature of any such officer may be a
facsimile signature. In case any officer who signed or whose facsimile signature
or signatures  was placed on any such  certificate  shall have ceased to be such
officer before such certificate is issued,  it may nevertheless be issued by the
Corporation  with the same  effect  as if he were  such  officer  at the date of
issue.

Section 2.        Lost Certificates

                  The Board of Directors may direct a new share  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged to have been lost or  destroyed
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate  to be lost or  destroyed.  When  authorizing  such  issue  of a new
certificate or certificates, the Board may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost or destroyed
certificate  or  certificates,   or  his  legal  representative,   to  give  the
Corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 3.        Registration of Transfer

                  Upon surrender to the Corporation or any transfer agent of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the Corporation or such transfer agent to issue a new certificate to the
person entitled  thereto,  cancel the old certificate and record the transaction
upon its books.

Section 4.        Registered Shareholders

                  Except as otherwise  provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive  dividends or other  distributions and to vote as
such owner, and to hold liable for calls and assessments a person  registered on
its  books as the owner of  shares,  and  shall  not be found to  recognize  any
equitable  or legal  claim to or interest in such share or shares on the part of
any other person, whether or not it has actual or other notice thereof.

Section 5.        Record Date

                  For the purpose of determining  the  shareholders  entitled to
notice of or to vote at any meeting of shareholders or any adjournment  thereof,
or to express consent to or dissent from any proposal without a meeting,  or for
the  purpose of  determining  shareholders  entitled  to receive  payment of any
dividend or the allotment of any rights,  or for the purpose of any other action
affecting  the  interest of  shareholders,  the Board of  Directors  may fix, in
advance,  a record  date.  Such date  shall not be more than fifty (50) nor less
than ten (10) days before the date of any such meeting, nor more than fifty (50)
days prior to any other action.

                  In each such case,  except as otherwise  provided by law, only
such  persons as shall be  shareholders  of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent, or to receive payment of such dividend or
such allotment or rights,  or otherwise to be recognized as shareholders for the
related purpose,  notwithstanding  any registration or transfer of shares on the
books of the Corporation after any such record date so fixed.


                                    8
<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS

Section 1.        Fiscal Year

                  The  fiscal  year  of  the  Corporation   shall  be  fixed  by
resolution of the Board of Directors.

Section 2.        Dividends

                  Dividends  upon the capital  stock of the  Corporation  may be
declared by the Board of Directors at any regular or special  meeting and may be
paid in cash,  in property,  in shares of the capital  stock or any  combination
thereof, subject to the provisions of the laws of the State of New York.

Section 3.        Reserves

                  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  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purposes as the Board shall deem conducive to the interests of the  Corporation,
and the Board may modify or abolish  any such  reserve in the manner in which it
was created.

Section 4.        Check

                  All checks or demands  for money and notes of the  Corporation
shall be signed by such  officer or officers or such other  person or persons as
the Board of Directors may from time to time designate.

Section 5.        Seal

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

                                    ARTICLE X

                                 INDEMNIFICATION

Section 1.        Actions by or in the right of the Corporation

                  Any  person  made,  or  threatened  to be made,  a party to an
action by or in the right of the  Corporation to procure a judgment in its favor
by reason of the fact that he, his testator or  intestate,  is or was a Director
or  officer  of the  Corporation,  or is or was  serving  at the  request of the
Corporation  as a Director  or officer of any other  corporation  of any type or
kind, domestic or foreign, of any partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise,  shall  be  indemnified  by the  Corporation
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement  of such action,  or in  connection  with an appeal  therein,  to the
fullest extent permitted by the laws of State of New York.

Section 2.        Action or Proceeding Other than by or in the Right
                  of the Corporation

                  Any  person  made,  or  threatened  to be made,  a party to an
action or proceeding  (other than one by or in the right of the  Corporation  to
procure a judgment in its favor), whether civil or criminal, including an action
by or in the right of any other  corporation  of any type or kind,  domestic  or

                                       9
<PAGE>

foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other enterprise, which any Director or officer of the Corporation served in any
capacity at the request of the  Corporation,  by reason of the fact that he, his
testator or intestate,  was a Director or officer of the Corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other  enterprise in any capacity,  shall be indemnified  by the  Corporation
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including  attorney's fees actually and necessarily incurred as a result of such
action or proceeding,  or any appeal therein, to the fullest extent permitted by
the laws of the State of New York.

Section 3.        Opinion of Counsel

                  In taking any action or making any  determination  pursuant to
this  Article,  the Board of Directors and each  Director,  officer or employee,
whether or not interested in any such action or determination,  may rely upon an
opinion of counsel selected by the Board.

Section 4.        Other Indemnification; Limitation

                  The  Corporation's  obligation under this Article shall not be
exclusive or in limitation  of, but shall be in addition to, any other rights to
which any such person may be entitled by (i) a resolution of shareholders,  (ii)
a  resolution   of  Directors   or  (iii)  an  agreement   providing   for  such
indemnification. All of the provisions of this Article X of the By-Laws shall be
valid only to the extent permitted by the Certificate of  Incorporation  and the
laws of the State of New York.

                                   ARTICLE XI

                                   AMENDMENTS

Section 1.        Power to Amend

                  These  By-Laws  shall be subject to amendment  or repeal,  and
additional  By-Laws  may be  adopted,  either by the Board of  Directors  at any
regular  or  special  meeting  of the Board or by  written  consent in lieu of a
meeting,  or by the  shareholders  at any  regular  or  special  meeting  of the
shareholders, or by written consent in lieu of a meeting.

                                       10