BY-LAWS

                                       OF

                                   AMNEX, INC.

                        (As Amended Through May 23, 1997)

                                    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,  or on such other date as shall be  determined  by the
Board of Directors,  and the shareholders  shall then elect a Board of Directors


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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 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.


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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.

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     (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.

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.

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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

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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.


                                   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.

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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.


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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.

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.  For purposes hereof,  one (1) day's notice shall be
satisfied  by the  delivery  of such  notice  as shall  result  in the  Director
receiving  notice by 5:00  p.m.,  New York  City  time,  on the day  immediately
preceding the date of the meeting  (provided  that the time of the meeting is no
earlier than 8:00 a.m., New York City time).

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.

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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.


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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.

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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.

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.





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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.




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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.

                                  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.



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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

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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.

                                   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.

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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

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criminal, including an action by or in the right of any other corporation of any
type or kind,  domestic or 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

     TheseBy-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

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