BYLAWS

                                       OF

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.


                               ARTICLE 1 - OFFICES

         1.1 REGISTERED  OFFICE.  The registered  office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

         1.2 OTHER OFFICES.  The corporation may also have offices at such other
places both  within or 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 2 - STOCKHOLDERS

         2.1 PLACE OF MEETINGS.  All meetings of  stockholders  shall be held at
such place  within or without the State of Delaware  as may be  designated  from
time to time by the Board of  Directors,  the  President or the Chief  Executive
Officer or, if not so designated, at the registered office of the corporation.

         2.2 ANNUAL MEETING. The annual meeting of stockholders for the election
of directors and for the  transaction  of such other business as may properly be
brought  before  the  meeting  shall  be held at a time  fixed  by the  Board of
Directors, the President or the Chief Executive Officer. If this date shall fall
upon a legal  holiday at the place of the meeting,  then such  meeting  shall be
held on the next succeeding  business day at the same hour. If no annual meeting
is held in  accordance  with the  foregoing  provisions,  the Board of Directors
shall cause the meeting to be held as soon thereafter as convenient.

         2.3 SPECIAL  MEETINGS.  A special  meeting of the  stockholders  may be
called only in the manner specified in the Certificate of Incorporation.

         2.4 NOTICE OF MEETINGS.  Except as otherwise  provided by law,  written
notice of each  meeting of  stockholders,  whether  annual or special,  shall be
given not less than 10 nor more than 60 days  before the date of the  meeting to
each stockholder  entitled to vote at such meeting.  The notices of all meetings
shall  state the place,  date and hour of the  meeting.  The notice of a special
meeting shall state, in addition,  the purpose or purposes for which the meeting
is called. If mailed,  notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

         2.5 VOTING LIST.  The officer who has charge of the stock ledger of the
corporation   shall   prepare,   at  least  10  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
10 days prior to the meeting, at a place within the city 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 of the  meeting,  and may be  inspected  by any
stockholder who is present.

         2.6 QUORUM.  Except as otherwise  provided by law, the  Certificate  of
Incorporation  of these By-Laws,  the holders of a majority of the shares of the
capital stock of the corporation  issued and outstanding and entitled to vote at
the  meeting,  present in person or  represented  by proxy,  shall  constitute a
quorum for the transaction of business.

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         2.7  ADJOURNMENTS.  Any meeting of  stockholders  may be  adjourned  to
another  time and to any other place at which a meeting of  stockholders  may be
held under  these  By-Laws by the  stockholders  present or  represented  at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any adjournment
of less  than 30 days  if the  time  and  place  of the  adjourned  meeting  are
announced  at the  meeting  at which  adjournment  is  taken,  unless  after the
adjournment  a new  record  date is  fixed  for the  adjourned  meeting.  At the
adjourned  meeting,  the  corporation may transact any business which might have
been transacted at the original meeting.

         2.8 VOTING AND PROXIES.  Each stockholder  shall have one vote for each
share of  stock  entitled  to vote  held of  record  by such  stockholder  and a
proportionate  vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting  of  stockholders,  or to express  consent or dissent to  corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize  another  person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized  agent and delivered
to the Secretary of the corporation.  No such proxy shall be voted or acted upon
after three  years from the date of its  execution,  unless the proxy  expressly
provides for a longer period.

         2.9 ACTION AT  MEETING.  When a quorum is present at any  meeting,  the
holders a majority of the stock  present or  represented  and voting on a matter
properly  before  the  meeting  (or if there  are two or more  classes  of stock
entitled to vote as separate  classes,  then in the case of each such class, the
holders of a  majority  of the stock of that class  present or  represented  and
voting on a matter)  shall decide any matter  properly  before the meeting to be
voted upon by the stockholders at such meeting,  except when a different vote is
required by express  provision of law, the Certificate of Incorporation or these
By-Laws.  Any election by stockholders shall be determined by a plurality of the
votes cast by the stockholders entitled to vote at the election.

                              ARTICLE 3 - DIRECTORS

         3.1 GENERAL POWERS.  The business and affairs of the corporation  shall
be managed by or under the direction of a Board of  Directors,  who may exercise
all of the powers of the  corporation  except as otherwise  provided by law, the
Certificate of Incorporation or these By-Laws.  In the event of a vacancy in the
Board of Directors,  the remaining  directors,  except as otherwise  provided by
law, may exercise the powers of the full Board until the vacancy is filled.

         3.2 NUMBER; ELECTION; TENURE AND QUALIFICATION. The number of directors
shall  constitute  the whole Board shall be fixed by  resolution of the Board of
Directors,  with the number initially fixed at three (3). Each director shall be
elected by the  stockholders  at the annual  meeting and shall hold office until
the next annual  meeting and until his  successor is elected and  qualified,  or
until  his  earlier  death,  resignation  or  removal.  Directors  need  not  be
stockholders of the corporation.

         3.3 VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an  enlargement  of the  Board,  may be  filled  by  vote of a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  A  director  elected  to fill a  vacancy  shall  be  elected  for the
unexpired  term of his  predecessor  in office,  or a director  chosen to full a
position resulting from an increase in the number of directors shall hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified, or until his earlier death, resignation or removal.

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         3.4  RESIGNATION.  Any  director may resign by  delivering  his written
resignation to the  corporation  at its principal  office or to the President or
Secretary.  Such  resignation  shall be  effective  upon  receipt  unless  it is
specified to be effective at some other time or upon the happening of some other
event.

         3.5 REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held  without  notice at such time and  place,  within or  without  the State of
Delaware,  as shall be  determined  from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be  given  notice  of the  determination.  A  regular  meeting  of the  Board of
Directors may be held without notice  immediately after and at the same place as
the annual meeting of stockholders.

         3.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware,  designated
in a call by the Chairman of the Board, President,  two or more directors, or by
one director in the event that there is only a single director in office.

         3.7  NOTICE OF  SPECIAL  MEETINGS.  Notice of any  special  meeting  of
directors  shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be given to each director
in person,  by telephone or by telegram  sent to his business or home address at
least 48 hours in advance of the  meeting,  or by written  notice  mailed to his
business or home address at least 72 hours in advance of the  meeting.  A notice
or waiver of notice of a meeting of the Board of Directors  need not specify the
purposes of the meeting.

         3.8 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of
any committee  designated by the directors may  participate  in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  by such means shall constitute
presence in person at such meeting.

         3.9 QUORUM.  A majority of the number of  directors  fixed  pursuant to
Section 3.2 shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors  shall be  disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified;  provided,  however,  that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting,  a majority of the  directors  present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

         3.10 ACTION AT MEETING.  At any  meeting of the Board of  Directors  at
which  quorum is  present,  the vote of a  majority  of those  present  shall be
sufficient to take any action,  unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

         3.11 ACTION BY CONSENT. Any action required or permitted to be taken at
any  meeting  of the  Board of  Directors  or of any  committee  of the Board of
Directors  may be taken  without  a  meeting,  if all  members  of the  Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

         3.12 COMMITTEES.  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 at any meeting of the committee.  In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members

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of the  committee  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  disqualified  member. Any such committee,  to the extent provided in the
resolution  of the Board of  Directors  and  subject  to the  provisions  of the
General  Corporation  Law of the State of Delaware,  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.  Each such
committee shall keep minutes and make such reports as the Board of Directors may
from  time to time  request.  Except  as the Board of  Directors  may  otherwise
determine,  any committee  may make rules for the conduct of its  business,  but
unless otherwise  provided by the directors or in such rules, its business shall
be  conducted  as nearly as  possible in the same manner as is provided in these
By-Laws for the Board of Directors.

         3.13 COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude  any  director  from  serving the  corporation  or any of its parent or
subsidiary  corporations  in any other capacity and receiving  compensation  for
such service.

                              ARTICLE 4 - OFFICERS

         4.1  ENUMERATION.  The officers of the  corporation  shall consist of a
President, a Chief Executive Officer, a Secretary, a Chief Financial Officer and
such other  officers  with such  other  titles as the Board of  Directors  shall
determine,  including a Chairman of the Board, a  Vice-Chairman  of the Board, a
Treasurer,  and  one  or  more  Vice  Presidents,   Controllers,  and  Assistant
Secretaries.  The Board of Directors  may appoint such other  officers as it may
deem appropriate.

         4.2 ELECTION.  The President,  Chief Executive Officer, Chief Financial
Officer and Secretary shall be elected annually by the Board of Directors at its
first meeting following the annual meeting of stockholders or, if no such annual
meeting  has yet been held,  by the Board of  Directors  at any  meeting.  Other
officers  may be  appointed  by the Board of Directors at such meeting or at any
other meeting.

         4.3 QUALIFICATION.  No officer need be a director. No officer need be a
stockholder. Any two or more offices may be held by the same person.

         4.4 TENURE.  Except as otherwise provided by law, by the Certificate of
Incorporation  or by these  By-Laws,  each  officer  shall hold office until his
successor is elected and qualified,  unless a different term is specified in the
vote  choosing or appointing  him, or until his earlier  death,  resignation  or
removal.

         4.5 RESIGNATION  AND REMOVAL.  Any officer may resign by delivering his
written  resignation  to the  corporation  at  its  principal  office  or to the
President or Secretary.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         The Board of Directors,  or a committee  duly  authorized to do so, may
remove any officer with or without  cause.  Except as the Board of Directors may
otherwise  determine,  no officer who resigns or is removed shall have any right
to any  compensation  as an officer for any period  following his resignation or
removal,  or any right to  damages  on  account  of such  removal,  whether  his
compensation be by the month or by the year or otherwise, unless such

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compensation is expressly  provided in a duly authorized  written agreement with
the corporation.

         4.6 VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its  discretion,  leave  unfilled for such
period as it may determine any offices other than those of the President,  Chief
Financial  Officer and Secretary.  Each such successor shall hold office for the
unexpired  term of his  predecessor  and  until his  successor  is  elected  and
qualified, or until his earlier death, resignation or removal.

         4.7 CHAIRMAN OF THE BOARD AND  VICE-CHAIRMAN OF THE BOARD. If the Board
of Directors  appoints a Chairman of the Board, he shall, when present,  preside
at all  meetings of the Board of  Directors.  He shall  perform  such duties and
possess  such powers as are usually  vested in the office of the Chairman of the
Board or as may be  vested  in him by the  Board of  Directors.  If the Board of
Directors  appoints a Vice  Chairman of the Board,  he shall,  in the absence or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman  of the Board and shall  perform  such other  duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

         4.8 PRESIDENT.  The President shall be the chief  operating  officer of
the corporation. He shall also be the chief executive officer of the corporation
unless such title is assigned to another person. The President shall, subject to
the direction of the Board of Directors, have general supervision and control of
the business of the corporation.  Unless otherwise provided by the directors, he
shall preside at all meetings of the  stockholders and of the Board of Directors
(except as provided in Section 4.7 above).  The  President  shall  perform  such
other duties and shall have such other powers as the Board of Directors may from
time to time prescribe.

         4.9 VICE  PRESIDENTS.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the  President may from time to
time prescribe. In the event of the absence,  inability or refusal to act of the
President,  the Vice  President  (or if there  shall be more than one,  the Vice
Presidents in the order  determined by the Board of Directors) shall perform the
duties of the President and when so performing  shall have all the powers of and
be subject to all the  restrictions  upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice  President,  Senior
Vice President or any other title selected by the Board of Directors.

         4.10 SECRETARY AND ASSISTANT  SECRETARIES.  The Secretary shall perform
such  duties  and shall  have  such  powers  as the  Board of  Directors  or the
President may from time to time  prescribe.  In addition,  the  Secretary  shall
perform  such duties and have such  powers as are  incident to the office of the
secretary,  including  without  limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors,  to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their  addresses as required,  to be custodian of corporate  records and the
corporate seal and to affix and attest to the same on documents.

         Any  Assistant  Secretary  shall  perform  such duties and possess such
powers as the Board of  Directors,  the President or the Secretary may from time
to time prescribe. In the event of the absence,  inability or refusal or refusal
to act of the  Secretary,  the Assistant  Secretary,  (or if there shall be more
than one, the  Assistant  Secretaries  in the order  determined  by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.

         In the  absence of the  Secretary  or any  Assistant  Secretary  at any
meeting of stockholders or directors,  the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

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         4.11  CHIEF  FINANCIAL  OFFICER  AND  CONTROLLER.  The Chief  Financial
Officer shall perform such duties and shall have such powers as may from time to
time be assigned to him by the Board of  Directors or the  President.  The Chief
Financial  Officer  shall also be the  Treasurer of the  corporation  unless the
Board of Directors has appointed  another person as the Treasurer.  In addition,
the Chief  Financial  Officer  shall perform such duties and have such powers as
are incident to the office of treasurer,  including without  limitation the duty
and  power  to keep and be  responsible  for all  funds  and  securities  of the
corporation,  to deposit funds of the  corporation in  depositories  selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors,  to make proper accounts of such funds,  and to render as required by
the Board of Directors  statements of all such transactions and of the financial
condition of the corporation.

         The Controller shall perform such duties and possess such powers as the
Board of Directors,  the President or the Chief Financial  Officer may from time
to time prescribe.  In the event of the absence,  inability or refusal to act of
the Chief Financial  Officer,  the  Controller,  (or if there shall be more than
one, the  Controllers in the order  determined by the Board of Directors)  shall
perform the duties and exercise the powers of the Chief Financial Officer.

         4.12 BONDED OFFICERS. The Board of Directors may require any officer to
give the  corporation  a bond in such sum and with such  surety or  sureties  as
shall be  satisfactory  to the Board of Directors upon such terms and conditions
as the Board of Directors may specify,  including without  limitation a bond for
the  faithful  performance  of  his  duties  and  for  the  restoration  to  the
corporation of all property in his possession or under his control  belonging to
the corporation.

         4.13 SALARIES.  Officers of the  corporation  shall be entitled to such
salaries,  compensation or  reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                            ARTICLE 5 - CAPITAL STOCK

         5.1 ISSUANCE OF STOCK.  Unless  otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation,  the whole or any
part of any unissued balance of the authorized  capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the  corporation  held in its treasury may be issued,  sold,  transferred  or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

         5.2  CERTIFICATES  OF STOCK.  Every holder of stock of the  corporation
shall be entitled to have a  certificate,  in such form as may be  prescribed by
law and by the Board of  Directors,  certifying  the  number and class of shares
owned by him in the corporation. Each such certificate shall be signed by, or in
the name of the  corporation by, the Chairman or  Vice-Chairman,  if any, of the
Board of Directors,  or the President or a Vice President,  and the Treasurer or
an  Assistant  Treasurer,  or the  Secretary  or an  Assistant  Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.

         Each  certificate  for  shares  of  stock  which  are  subject  to  any
restriction  on  transfer  pursuant to the  Certificate  of  Incorporation,  the
By-Laws,  applicable  securities  laws or any  agreement  among  any  number  of
shareholders or among such holders and the corporation shall have  conspicuously
noted  on the  face or back  of the  certificate  either  the  full  text of the
restriction or a statement of the existence of such restriction.

         5.3 TRANSFERS. Subject to the restrictions,  if any, stated or noted on
the stock  certificates,  shares of stock may be transferred on the books of the
corporation  by the surrender to the  corporation  or its transfer  agent of the
certificate representing such shares properly endorsed or accompanied by a

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written assignment or power of attorney properly  executed,  and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of  Incorporation  or by these  By-Laws,  the  corporation  shall be
entitled to treat the record  holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer,  pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-Laws.

         5.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued  certificate  alleged
to have been lost,  stolen, or destroyed,  upon such terms and conditions as the
Board of Directors  may  prescribe,  including  the  presentation  of reasonable
evidence of such loss,  theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the  corporation or any
transfer agent or registrar.

         5.5 RECORD DATE.  The Board of Directors may fix in advance a date as a
record date for the  determination of the stockholders  entitled to notice of or
to vote at any meeting of  stockholders  or to express  consent (or  dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution or allotment of any rights in respect of any
change,  conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such  meeting,  nor more than 60 days  prior to any other  action to
which such record date relates.

         If  no  record  date  is  fixed,   the  record  date  for   determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which  notice is given,
or, if notice is waived,  at the close of  business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express  consent to corporate  action in writing  without a meeting,  when no
prior action by the Board of Directors is  necessary,  shall be the day on which
the  first  written  consent  is  expressed.  The  record  date for  determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

         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.

                           ARTICLE 6 - INDEMNIFICATION

         The corporation  shall, to the fullest extent  permitted by Section 145
of the General  Corporation Law of Delaware,  as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall  have  power to  indemnify  under the  Section  against  any  expenses,
liabilities  or other  matters  referred to in or covered by that  Section.  The
indemnification  provided for in this Article (i) shall not be deemed  exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise,  both
as to action in their official  capacities and as to action in another  capacity
while holding such office,  (ii) shall continue as to a person who has ceased to
be a  director,  officer or trustee  and (iii) shall inure to the benefit of the
heirs,  executors  and  administrators  of  such  a  person.  The  corporation's
obligation to provide  indemnification under this Article shall be offset to the
extent  of any other  source  of  indemnification  or any  otherwise  applicable
insurance  coverage  under a policy  maintained by the  corporation or any other
person.

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         Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the  Corporation (or was serving at the  Corporation's  request as a
director or officer of another  corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.

         To assure  indemnification  under this  Article of all such persons who
are  determined  by  the  corporation  or  otherwise  to  be  or  to  have  been
"fiduciaries"  of any employee  benefit plan of the corporation  which may exist
from time to time, such Section 145 shall, for the purposes of this Article,  be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee  benefit  plan,  including,   without  limitation,   any  plan  of  the
corporation  which  is  governed  by the  Act  of  Congress  entitled  "Employee
Retirement  Income  Security  Act of 1974," as  amended  from time to time;  the
corporation  shall be deemed  to have  requested  a person to serve an  employee
benefit  plan  where  the  performance  by  such  person  of his  duties  to the
corporation  also  imposes  duties on, or otherwise  involves  services by, such
person to the plan or participants or  beneficiaries  of the plan;  excise taxes
assessed on a person with respect to an employee  benefit plan  pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee  benefit plan in the  performance  of such  person's
duties for a purpose reasonably believed by such person to be in the interest of
the  participants  and  beneficiaries  of the plan  shall be  deemed to be for a
purpose which is not opposed to the best interests of the corporation.

                         ARTICLE 7 - GENERAL PROVISIONS

         7.1 FISCAL YEAR.  Except as from time to time  otherwise  designated by
the Board of Directors, the fiscal year of the corporation shall end on December
31 of each year.

         7.2 CORPORATE  SEAL.  The corporate seal shall be in such form as shall
be approved by the Board of Directors.

         7.3  EXECUTION  OF  INSTRUMENTS.  The  President,  the Chief  Executive
Officer or the  Treasurer  shall have power to execute and deliver on behalf and
in the name of the  corporation  any  instrument  requiring  the signature of an
officer of the corporation,  except as otherwise  provided in these By-Laws,  or
where the  execution  and  delivery  of such an  instrument  shall be  expressly
delegated  by the  Board of  Directors  to some  other  officer  or agent of the
corporation.

         7.4 WAIVER OF NOTICE.  Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws,  a waiver
of such notice either in writing signed by the person entitled to such notice or
such  person's duly  authorized  attorney,  or by telegraph,  cable or any other
available method, whether before, at or after the time stated in such waiver, or
the  appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

         7.5  VOTING  OF  SECURITIES.  Except  as the  directors  may  otherwise
designate, the President or Treasurer may waive notice of, and act as or appoint
any person or persons to act as,  proxy or  attorney  fact for this  corporation
(with or without  power of  substitution)  at, any  meeting of  stockholders  or
shareholders of any other  corporation or organization,  the securities of which
may be held by this corporation.

         7.6  EVIDENCE OF  AUTHORITY.  A  certificate  by the  Secretary,  or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the

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stockholders,  directors,  a committee or any officer or  representative  of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         7.7  CERTIFICATE OF  INCORPORATION.  All references in these by-Laws to
the Certificate of Incorporation  shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

         7.8 TRANSACTIONS  WITH INTERESTED  PARTIES.  No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation,  partnership,  association,  or other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board of  Directors  or a  committee  of the
Board of  Directors  which  authorizes  the  contract or  transaction  or solely
because his or their votes are counted for such purpose, if:

         (1) The material facts as to his relationship or interest and as to the
contract or transaction  are disclosed or are known to the Board of Directors or
the committee,  and the Board or committee in good faith authorizes the contract
or  transaction  by the  affirmative  votes of a majority  of the  disinterested
directors, even though the disinterested directors be less than a quorum;

         (2) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the stockholders; or

         (3) The contract or transaction is fair as to the Corporation as of the
time it is  authorized,  approved  or  ratified,  by the Board of  Directors,  a
committee of the Board of Directors, or the stockholders.

         Common or  interested  directors  may be  counted  in  determining  the
presence  of a quorum at a meeting of the Board of  Directors  or of a committee
which authorizes the contract or transaction.

         7.9 SEVERABILITY. Any determination that any provision of these By-Laws
is for any  reason  inapplicable,  illegal  or  ineffective  shall not affect or
invalidate any other provision of these By-Laws.

         7.10  PRONOUNS.  All pronouns  used in these By-Laws shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person or persons may require.

                             ARTICLE 8 - AMENDMENTS

         8.1 BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or
replaced or new by-laws may be adopted by the affirmative  vote of a majority of
the  directors  present  at any  regular  or  special  meeting  of the  Board of
Directors at which a quorum is present  except when a different vote is required
by express provision of law, the Certificate of Incorporation or these By-Laws.

         8.2 BY THE  STOCKHOLDERS.  These  By-Laws  may be  altered,  amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority  of the shares of the  capital  stock of the  corporation  issued and
outstanding and entitled to vote at any regular meeting of  stockholders,  or at
any special meeting of stockholders, except when a different vote is required by
express  provision of law, the  Certificate of  Incorporation  or these By-Laws,
provided notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of such special meeting.

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