April 1998

                              AEROFLEX INCORPORATED
          (Formerly: ARX, INC. and AEROFLEX LABORATORIES INCORPORATED)

                                   * * * * * *

                                 AMENDED BY-LAWS

                                   * * * * * *


                                    ARTICLE I
                                    ---------
                                     OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. The  corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II
                                   ----------
                             MEETING OF STOCKHOLDERS

     Section 1. All meetings of the  stockholders  for the election of directors
shall be held in the City of Wilmington, State of Delaware, at such place as may
be fixed from time to time by the board of  directors,  or at such  other  place
either within or without the State of Delaware as shall be designated  from time
to time by the  board of  directors  and  stated in the  notice of the  meeting.
Meetings  of  stockholders  for any other  purpose  may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual  meetings  of  stockholders  shall be held on the second
Wednesday of December if not a legal holiday,  and if a legal  holiday,  then on
the next secular day following, at 10:00 a.m., or at such other date and time as
shall be  designated  from time to time by the board of directors  and stated in
the notice of the meeting,  at which they shall elect by a plurality  vote those
directors whose terms have expired pursuant to the provisions of the certificate
of  incorporation,  and transact such other  business as may properly be brought
before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not less  than ten nor more  than  sixty  days  before  the date of the
meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,   unless  otherwise  prescribed  by  statute  or  the  certificate  of
incorporation,  may be called by the  president or secretary and shall be called
by the president or secretary at the written request of  stockholders  owning at
least sixty-six and two-thirds  (66-2/3%) percent of the entire capital stock of
the  corporation  issued and  entitled  to vote.  Such  request  shall state the
purpose or purposes of the proposed meeting.


<PAGE>
     Section 6. Written notice of a special meeting stating the place,  date and
hour of the meeting  and the  purpose for which the meeting is called,  shall be
given not less than ten nor more than fifty days before the date of the meeting,
to each stockholder entitled to vote at such meeting.

     Section 7. (A) (1)  Nominations  of persons  for  election  to the board of
directors of the  corporation  and the proposal of business to be  considered by
the  stockholders  may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's  notice of meeting, (b) by or at the direction of the board
of directors or (c) by any  stockholder of the corporation who was a stockholder
of record at the time of giving of notice  provided for in this  By-law,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this By-law.

                    (2) For nominations or other business to be properly brought
before an annual  meeting by a  stockholder  pursuant to clause (c) of paragraph
(A) (1) of this by-law the stockholder  must have given timely notice thereof in
writing  to the  Secretary  of the  corporation  and such  other  business  must
otherwise be a proper matter for stockholder action.
To be timely, a stockholder's  notice shall be delivered to the Secretary at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the 60th day nor earlier  than the close of business on the 90th day
prior to the first anniversary of the preceding year's annual meeting; provided,
however,  that in the event that the date of the annual  meeting is more than 30
days  before or more than 60 days after  such  anniversary  date,  notice by the
stockholder  to be timely must be so  delivered  not  earlier  than the close of
business  on the 90th day prior to such  annual  meeting  and not later than the
close of business  on the later of the 60th day prior to such annual  meeting or
the 10th day following the day on which public  announcement of the date of such
meeting  is  first  made  by the  Corporation.  In no  event  shall  the  public
announcement  of an adjournment of an annual meeting  commence a new time period
for the giving of a stockholder's  notice as described above. Such stockholder's
notice  shall set forth (a) as to each person whom the  stockholder  proposes to
nominate for election or  reelection as a director all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest, or is otherwise required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving  as a  director  if  elected);  (b) as to any  other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
stockholder  and the beneficial  owner,  if any, on whose behalf the proposal is
made; and (c) as to the stockholder  giving the notice and the beneficial owner,
if any,  on whose  behalf the  nomination  or  proposal is made (i) the name and
address of such stockholder,  as they appear on the Corporation's  books, and of
such beneficial owner and (ii) the class and number of shares of the corporation
which  are  owned  beneficially  and of  record  by such  stockholder  and  such
beneficial owner.
<PAGE>
                    (3)  Notwithstanding  anything  in  the  second  sentence of
paragraph (A) (2) of this by-law to the  contrary,  in the event that the number
of  directors  to be elected to the board of  directors  of the  corporation  is
increased and there is no public  announcement by the corporation  naming all of
the nominees  for  director or  specifying  the size of the  increased  board of
directors  at least 70 days  prior to the  first  anniversary  of the  preceding
year's annual meeting, a stockholder's notice required by this by-law shall also
be  considered  timely,  but only with respect to nominees for any new positions
created by such  increase,  if it shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  Corporation  not later  than the close of
business on the 10th day following the day on which such public  announcement is
first made by the Corporation.

               (B) Only such business shall be conducted at a special meeting of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
Corporation's  notice of meeting.  Nominations  of persons  for  election to the
board of directors  may be made at a special  meeting of  stockholders  at which
directors are to be elected pursuant to the corporation's  notice of meeting (a)
by or at the  direction of the board of directors or (b) provided that the board
of directors has determined that directors shall be elected at such meeting,  by
any stockholder of the corporation who is a stockholder of record at the time of
giving of notice  provided  for in this  by-law who shall be entitled to vote at
the  meeting  and who  complies  with the  notice  procedures  set forth in this
by-law. In the event the corporation calls a special meeting of stockholders for
the purpose of electing  one or more  directors to the board of  directors,  any
such  stockholder  may  nominate a person or persons  (as the case may be),  for
election  to such  position(s)  as  specified  in the  corporation's  notice  of
meeting,  if the  stockholder's  notice  required by  paragraph  (A) (2) of this
by-law shall be delivered to the Secretary at the principal executive offices of
the  corporation not earlier than the close of business on the 90th day prior to
such  special  meeting  and not later than the close of business on the later of
the 60th day prior to such special  meeting or the 10th day following the day on
which public  announcement  is first made of the date of the special meeting and
of the  nominees  proposed  by the  board of  directors  to be  elected  at such
meeting.  In no event  shall the  public  announcement  of an  adjournment  of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.

               (C) (1) Only such persons who are  nominated in  accordance  with
the  procedures set forth in this by-law shall be eligible to serve as directors
and only such business shall be conducted at a meeting of  stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this  by-law.  Except  as  otherwise  provided  by law,  the  certificate  of
incorporation or these by-laws, the Chairman of the meeting shall have the power
and duty to  determine  whether a  nomination  or any  business  proposed  to be
brought  before  the  meeting  was made or  proposed,  as the  case  may be,  in
accordance  with the  procedures  set forth in this by-law and, if any  proposed
nomination  or business is not in compliance  with this by-law,  to declare that
such defective proposal or nomination shall be disregarded.

                    (2) For purposes of this by-law, "public announcement" shall
mean  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 corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                    (3) Notwithstanding the foregoing provisions of this by-law,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  by-law.  Nothing  in this  by-law  shall be deemed to affect  any
rights  (i)  of   stockholders   to  request   inclusion  of  proposals  in  the
corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred  Stock to elect  directors  under
specified circumstances.
<PAGE>
     Section 8. Except as  otherwise  provided by law or by the  certificate  of
incorporation,  the  holders  of a  majority  of the  outstanding  shares of the
corporation entitled to vote generally in the election of directors (the "Voting
Stock"),  represented  in  person or by proxy,  shall  constitute  a quorum at a
meeting of stockholders,  except that when specified  business is to be voted on
by a class or series of stock  voting as a class,  the  holders of a majority of
the shares of such class or series  shall  constitute  a quorum of such class or
series for the  transaction of such  business.  The Chairman of the meeting or a
majority of the shares so represented may adjourn the meeting from time to time,
whether  or not  there is such a  quorum.  No  notice  of the time and  place of
adjourned  meetings  need by given except as required by law.  The  stockholders
present at a duly called  meeting at which a quorum is present  may  continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.  The Chairman of the meeting shall fix
and  announce at the meeting the date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question  is one upon  which by  express  provision  of the  statutes  or of the
certificate  of  incorporation,  a different vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 10. Unless  otherwise  provided in the certificate of incorporation
or certificates of  designations,  and preferences,  each  stockholder  shall at
every meeting of the  stockholders be entitled to one vote in person or by proxy
for  each  share  of  the  capital  stock  having  voting  power  held  by  such
stockholder,  but no proxy  shall be voted on after  three  years from its date,
unless the proxy provides for a longer period.

                                   ARTICLE III
                                   -----------
                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be not less  than  three  nor more  than  twelve.  No  director  need be a
stockholder  of the  corporation.  Any  director may be removed from office with
cause at any time by the  affirmative  vote of  stockholders of record holding a
majority of the outstanding shares of stock of the corporation entitled to vote,
given at a meeting of the stockholders called for that purpose.

     Section 2. The board of directors  shall be divided  into three  classes as
nearly  equal in number  as  possible.  The  terms of  office  of the  directors
initially  classified  shall be as follows:  that of Class I shall expire at the
next annual meeting of stockholders in 1981,  Class II at the second  succeeding
annual  meeting of  stockholders  in 1982 and Class III at the third  succeeding
annual meeting of  stockholders  in 1983. At each annual meeting of stockholders
after such initial classification, directors chosen to succeed those whose terms
than  expire  at such  annual  meeting  shall be  elected  for a term of  office
<PAGE>
expiring at the third  succeeding  annual  meeting of  shareholders  after their
election.  When the number of  directors  is increased by the board of directors
and any newly created directorships are filled by the board of directors,  there
shall be no  classification  of the additional  directors  until the next annual
meeting of stockholders. Directors elected, whether by the board of directors or
by the  stockholders,  to fill a vacancy,  subject to the foregoing,  shall hold
office for a term expiring at the annual  meeting at which the term of the Class
to which they have been elected  expires.  The foregoing  notwithstanding,  each
director  shall  serve  until his  successor  shall have been duly  elected  and
qualified,  unless  he shall  resign,  become  disqualified,  disabled  or shall
otherwise be removed.  Whenever a vacancy  occurs on the board of  directors,  a
majority  of the  remaining  directors  have the  power to fill the  vacancy  by
electing  a  successor  director  to fill that  portion  of the  unexpired  term
resulting from the vacancy.

     Section 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation  or by these by-laws  directed or required to be exercised or done
by the stockholders.

     Section 4. The board of  directors  shall choose a chairman of the board of
directors who shall preside at all meetings of stockholders and directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 6. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of  stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected  directors in order legally to constitute  the meeting,  provided that a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of the first  meeting of the newly elected board of directors,
or in the event  such  meeting is not held at the time and place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver signed by all
the directors.

     Section 7. 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 8.  Special  meetings of the board may be called by the chairman of
the board or president on three days' notice to each director, either personally
or by mail or by telegram;  special  meetings shall be called by the chairman of
the board or the president or secretary in like manner and on like notice on the
written request of two directors.

     Section  9.  At all  meetings  of the  board a  majority  of the  board  of
directors shall  constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically  provided by statute or by the certificate of  incorporation.  If a
quorum  shall not be  present  at any  meeting  of the board of  directors,  the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the board or committee.
<PAGE>
                             COMMITTEES OF DIRECTORS

     Section 11. The board of directors, may, by resolution passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of one or more of the directors of the corporation.  The board may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent or disqualified member of any meeting of the committee. In the absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's  property and
assets,  recommending to the  stockholders a dissolution of the corporation or a
revocation of a dissolution,  or amending the by-laws of the  corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the board of directors.

     Section 12. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     Section  13.   Unless   otherwise   restricted   by  the   certificate   of
incorporation,  the  board of  directors  shall  have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                   ----------
                                     NOTICES

     Section  1.  Whenever,  under  the  provisions  of the  statutes  or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such  notice may be given in  writing,  by mail  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.
<PAGE>
     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of  incorporation  or of these by-laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent thereto.
                                    ARTICLE V
                                    ---------
                                    OFFICERS
   Section 1. The officers  of  the  corporation shall be chosen by the board of
directors and shall be a chairman of the board of directors, a president, one or
more  vice-presidents,  a secretary and a treasurer.  The board of directors may
also choose additional  vice-presidents,  and one or more assistant  secretaries
and assistant treasurers.  Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of  stockholders  shall choose a chairman of the board of  directors,  a
president, one or more vice-presidents, a secretary and a treasurer.

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

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

     Section  6. The  chairman  of the  board of  directors  shall be the  chief
executive  officer  of the  corporation.  He shall  preside at all  meetings  of
stockholders  and directors.  Except where by law the signature of the president
is required, the chairman of the board of directors shall possess the same power
as the president to sign all certificates,  contracts,  and other instruments of
the  corporation  which may be authorized by the board of directors.  During the
absence  or  disability  of the  president,  he shall  exercise  all  powers and
discharge all the duties of the president.

                                  THE PRESIDENT

     Section  7. The  president  shall be the  chief  financial  officer  of the
corporation.  In the event  that the board of  directors  shall not  appoint  an
executive vice president of the corporation,  or in the event of his resignation
or inability to serve, the president shall be the chief operating officer of the
corporation.  In the  absence of the  chairman  of the board of  directors,  the
president  shall  preside at all meetings of the  stockholders  and the board of
directors,  shall have  general  and active  management  of the  business of the
corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors are carried into effect.

     The president shall execute bonds,  mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
<PAGE>
                               THE VICE PRESIDENTS

     Section  8. The  executive  vice  president,  if any,  shall  be the  chief
operating  officer of the  corporation.  In the  absence of the  chairman of the
board of directors or the  president or in the event of his inability or refusal
to act, the executive vice president shall perform the duties of the chairman of
the board of directors or the president,  and when so acting, shall have all the
powers of and be subject to all the restrictions  upon the chairman of the board
of directors or the president.  The executive vice president  shall perform such
other duties and shall have other powers as the board of directors may from time
to time prescribe.

     Section 9. In the absence of the  chairman of the board of directors or the
president or the  executive  vice  president or in the event of his inability or
refusal to act, the vice  president (or in the event there be more than one vice
president, the vice presidents in the order designated, or in the absence of any
designation,  then in the order of their  election)  shall perform the duties of
the  chairman of the board of directors  or the  president,  and when so acting,
shall have all the powers of and be  subject  to all the  restrictions  upon the
chairman of the board of directors or the president.  The vice presidents  shall
perform  such other duties and shall have other powers as the board of directors
may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section  10.  The  secretary  shall  attend  all  meetings  of the board of
directors and all meetings of the stockholders and record all proceedings of the
meetings of the  corporation  and of the board of directors 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
stockholders and special  meetings of the board of directors,  and shall perform
such other duties as may be prescribed  by the board of directors,  the chairman
of the board of directors or the president, under whose supervision he shall be.
He shall have custody of the  corporate  seal of the  corporation  and he, or an
assistant  secretary,  shall have  authority to affix the same to any instrument
requiring it and when so affixed,  it may be attested by his signature or by the
signature of such assistant  secretary.  The board of directors may give general
authority  to any  other  officer  to affix the seal of the  corporation  and to
attest the affixing by his signature.

     Section  11. The  assistant  secretary,  or if there be more than one,  the
assistant secretaries,  in the order determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the  secretary  and shall  perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 12. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all 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.

     Section  13.  He shall  disburse  the  funds of the  corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the  chairman of the board of directors  and
the president and the board of directors,  at its regular meetings,  or when the
board of directors so requires,  an account of all his transactions as treasurer
and of the financial condition of the corporation.
<PAGE>
     Section  14. If  required  by the  board of  directors,  he shall  give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors 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.

     Section 15. The  assistant  treasurer,  or if there shall be more than one,
the assistant  treasurers in the order  determined by the board of directors (or
if there be no such determination,  then in the order of their election), shall,
in the absence of the  treasurer or in the event of his  inability or refusal to
act,  perform  the duties and  exercise  the powers of the  treasurer  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                            INDEMNIFICATION PROVISION

     Section  16. The  corporation  shall  indemnify  any person who was or is a
party or is threatened to be made a party to any threatened pending or completed
action,  suit or  proceeding by reason of the fact that he is or was a director,
officer,  employee  or an agent of the  corporation  or is or was serving at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
defense or settlement of such action, suit or proceeding,  to the fullest extent
and in the manner set forth in and permitted by the General  Corporation  Law of
the State of Delaware,  as from time to time in effect, and any other applicable
law, as from time to time in effect. Such right of indemnification  shall not be
deemed exclusive of any other rights to which such director,  officer,  employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of each such person.

     The  foregoing  provisions of this Article shall be deemed to be a contract
between the corporation and each director, officer, employee or agent who serves
in such capacity at any time while this Article,  and the relevant provisions of
the General  Corporation Law of the State of Delaware and other  applicable law,
if any, are in effect,  and any repeal or modification  thereof shall not affect
any rights or obligations  then existing with respect to any state of facts then
or  theretofore  existing  or any  action,  suit or  proceeding  theretofore  or
thereafter  brought or threatened  based in whole or in part upon any such state
of facts.

                                   ARTICLE VI
                                   ----------
                              CERTIFICATES OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a certificate, signed by, or in the name of the corporation by the chairman
of the board of directors,  the president or a vice  president and the treasurer
or an assistant  treasurer,  or the  secretary or an assistant  secretary of the
corporation, certifying the number of shares owned by him in the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the  certificates  issued  to  represent  any such  partly  paid
shares,  the total  amount of the  consideration  to be paid  therefor,  and the
amount paid thereon shall be specified.
<PAGE>
     If the  corporation  shall be  authorized  to issue  more than one class of
stock  or  more  than  one  series  of  any  class,  the  powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing  requirements,  there may be set forth on the face or back
of the certificate  which the corporation shall issue to represent such class or
series or stock,  provided that, except as otherwise  provided in Section 202 of
the General Corporation Law of Delaware, in lieu of the foregoing  requirements,
there  may be set  forth  on the  face  or  back of the  certificate  which  the
corporation  shall issue to represent such class or series of stock, a statement
that the  corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights.

     Section 2. Where a certificate  is  countersigned  (1) by a transfer  agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or 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, stolen or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon  surrender to the  corporation or the 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  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     Section 5. In order that the  corporation  may determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

<PAGE>
                             REGISTERED STOCKHOLDERS

     Section 6. 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,  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 bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                   ARTICLE VII
                                   -----------
                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

     Section 2. 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 or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing or maintaining property of the corporation,  or for such other purpose
as the directors shall think conducive to the interest of the  corporation,  and
the  directors  may modify or abolish any such reserve in the manner in which it
was created.
<PAGE>
                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     CHECKS

     Section  4. 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.

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 6. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and the  words,  "Corporate  Seal,
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended,  repealed, or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any regular  meeting of the  stockholders or of the board of directors or at any
special  meeting of the  stockholders  or of the board of directors if notice of
such  alteration,  amendment,  repeal or adoption of new by-laws be contained in
the notice of such special  meeting  provided,  however,  that the provision set
forth in Article  III  hereof may not be  altered,  amended or  repealed  in any
respect unless such alteration, amendment
or repeal is  approved by the  affirmative  vote of the holders of not less than
sixty-six  and  two-thirds  (66 2/3%)  percent of the total  voting power of all
outstanding shares of capital stock of the company.