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                                      BY-LAWS
                                          
                                         OF
                                          
                                    REFRACO INC.


1.   MEETINGS OF STOCKHOLDERS.


          1.1  Annual Meeting.  The annual meeting of stock-holders shall be 
held on the first Monday of May in each year, or as soon thereafter as 
practicable, and shall be held at a place and time determined by the board of 
directors (the "Board").

          1.2  Special Meetings.  Special meetings of the stockholders may be 
called by resolution of the Board or the president and shall be called by the 
president or secretary upon the written request (stating the purpose or 
purposes of the meeting) of a majority of the directors then in office or of 
the holders of a majority of the outstanding shares entitled to vote.  Only 
business related to the purposes set forth in the notice of the meeting may be 
transacted at a special meeting.

          1.3  Place and Time of Meetings.  Meetings of the stockholders may 
be held in or outside Delaware at the place and time specified by the Board or 
the officers or stockholders requesting the meeting.

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          1.4  Notice of Meetings; Waiver of Notice.  Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given, except when required
under section 1.5 below or by law.  Each notice of a meeting shall be given,
personally or by mail, not fewer than 10 nor more than 60 days before the
meeting and shall state the time and place of the meeting, and, unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called.  If mailed, notice shall be considered
given when mailed to a stockholder at his address on the corporation's records. 
The attendance of any stockholder at a meeting, without protesting at the
beginning of the meeting that the meeting is not lawfully called or convened,
shall constitute a waiver of notice by him.

          1.5  Quorum.  At any meeting of stockholders, the presence in person
or by proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business.  In the absence of a
quorum, a majority in voting interest of those present or, if no 

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stockholders are present, any officer entitled to preside at or to act as 
secretary of the meeting, may adjourn the meeting until a quorum is present.  
At any adjourned meeting at which a quorum is present, any action may be 
taken that might have been taken at the meeting as originally called.  No 
notice of an adjourned meeting need be given, if the time and place are 
announced at the meeting at which the adjournment is taken, except that, if 
adjournment is for more than 30 days or if, after the adjournment, a new 
record date is fixed for the meeting, notice of the adjourned meeting shall 
be given pursuant to section 1.4.

          1.6  Voting; Proxies.  Each stockholder of record shall be entitled to
one vote for each share registered in his name.  Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by section 1.8.  Directors shall be elected in the manner
provided in section 2.1.  Voting need not be by ballot, unless requested by a
majority of the stockholders entitled to vote at the meeting or ordered by the
chairman of the meeting.  Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person 

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to act for him by proxy.  No proxy shall be valid after three years from its
date, unless it provides otherwise.

          1.7  List of Stockholders.  Not fewer than 10 days prior to the date
of any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of 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 his name.  For a period of not fewer than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting.  During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held.  The list shall also be available for inspection by stockholders at the
time and place of the meeting.

          1.8  Action by Consent Without a Meeting.  Any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so 

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taken, shall be signed by the holders of outstanding stock having not fewer than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting.  Prompt notice of the taking of any such action shall be given to
those stockholders who did not consent in writing.

2.   BOARD OF DIRECTORS.

          2.1  Number, Qualification, Election and Term of Directors.  The
business of the corporation shall be managed by the entire Board, which
initially shall consist of one director.  The number of directors may be changed
by resolution of a majority of the Board or by the stockholders, but no decrease
may shorten the term of any incumbent director.  Directors shall be elected at
each annual meeting of stockholders by a plurality of the votes cast and shall
hold office until the next annual meeting of stockholders and until the election
and qualification of their respective successors, subject to the provisions of
section 2.9.  As used in these by-laws, the term "entire Board" means the total
number of directors the corporation would have, if there were no vacancies on
the Board.

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          2.2  Quorum and Manner of Acting.  A majority of the entire Board
shall constitute a quorum for the transaction of business at any meeting, except
as provided in section 2.10.  Action of the Board shall be authorized by the
vote of the majority of the directors present at the time of the vote, if there
is a quorum, unless otherwise provided by law or these by-laws.  In the absence
of a quorum, a majority of the directors present may adjourn any meeting from
time to time until a quorum is present.

          2.3  Place of Meetings.  Meetings of the Board may be held in or
outside Delaware.

          2.4  Annual and Regular Meetings.  Annual meetings of the Board, for
the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in section 2.6.  Regular meetings of the
Board may be held without notice at such times and places as the Board
determines.  If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

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          2.5  Special Meetings.  Special meetings of the Board may be called by
the president or by a majority of the directors.

          2.6  Notice of Meetings; Waiver of Notice.  Notice of the time and
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telegraphing it to him at least two days before the meeting. 
Notice of a special meeting also shall state the purpose or purposes for which
the meeting is called.  Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened.  Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

          2.7  Board or Committee Action Without a Meeting.  Any action required
or permitted to be taken by the Board or by any committee of the Board may be
taken without a meeting, if all the 

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members of the Board or the committee consent in writing to the adoption of a
resolution authorizing the action.  The resolution and the written consents by
the members of the Board or the committee shall be filed with the minutes of the
proceedings of the Board or the committee.

          2.8  Participation in Board or Committee Meetings by Conference
Telephone.  Any or all members of the Board or any committee of the Board may
participate in a meeting of the Board or the committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at the meeting.

          2.9  Resignation and Removal of Directors.  Any director may resign at
any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective.  Any or all of the directors may be removed at
any time, either with or without cause, by vote of the stockholders.

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          2.10  Vacancies.  Any vacancy in the Board, including one created by
an increase in the number of directors, may be filled for the unexpired term by
a majority vote of the remaining directors, though less than a quorum.

          2.11  Compensation.  Directors shall receive such compensation as the
Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties.  A director also may be paid
for serving the corporation or its affiliates or subsidiaries in other
capacities.

3.   COMMITTEES.

          3.1  Executive Committee.  The Board, by resolution adopted by a
majority of the entire Board, may designate an executive committee of one or
more directors, which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution, section 141(c) of the General
Corporation Law of Delaware or any other applicable law.  The members of the
executive committee shall serve at the pleasure of the Board.  All action of the
executive committee shall be reported to the Board at its next meeting.

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          3.2  Other Committees.  The Board, by resolution adopted by a majority
of the entire Board, may designate other committees of one or more directors,
which shall serve at the Board's pleasure and have such powers and duties as the
Board determines.

          3.3  Rules Applicable to Committees.  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 case of the absence
or disqualification of any member of a committee, the member or members present
at a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member.  All action of a committee shall be reported to
the Board at its next meeting.  Each committee shall adopt rules of procedure
and shall meet as provided by those rules or by resolutions of the Board.

4.   OFFICERS.

          4.1  Number; Security.  The executive officers of the corporation
shall be the president, one or more vice presidents (including an executive vice
president, if the Board so 

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determines), a secretary and a treasurer.  Any two or more offices may be held
by the same person.  The board may require any officer, agent or employee to
give security for the faithful performance of his duties.

          4.2  Election; Term of Office.  The executive officers of the
corporation shall be elected annually by the Board, and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the provisions of section 4.4.

          4.3  Subordinate Officers.  The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines.  The Board may delegate to any executive officer or
committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

          4.4  Resignation and Removal of Officers.  Any officer may resign at
any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary 

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to make it effective.  Any officer elected or appointed by the Board or
appointed by an executive officer or by a committee may be removed by the Board
either with or without cause, and in the case of an officer appointed by an
executive officer or by a committee, by the officer or committee that appointed
him or by the president.

          4.5  Vacancies.  A vacancy in any office may be filled for the
unexpired term in the manner prescribed in sections 4.2 and 4.3 for election or
appointment to the office.

          4.6  The President.  The president shall be the chief executive
officer of the corporation.  Subject to the control of the Board, he shall have
general supervision over the business of the corporation and shall have such
other powers and duties as presidents of corporations usually have or as the
Board assigns to him.

          4.7  Vice President.  Each vice president shall have such powers and
duties as the Board or the president assigns to him.

          4.8  The Treasurer.  The treasurer shall be the chief financial
officer of the corporation and shall be in charge of 

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the corporation's books and accounts.  Subject to the control of the Board, he
shall have such other powers and duties as the Board or the president assigns to
him.

          4.9  The Secretary.  The secretary shall be the secretary of, and keep
the minutes of, all meetings of the Board and the stockholders, shall be
responsible for giving notice of all meetings of stockholders and the Board, and
shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it.  Subject to the control of the Board, he shall have
such powers and duties as the Board or the president assigns to him.  In the
absence of the secretary from any meeting, the minutes shall be kept by the
person appointed for that purpose by the presiding officer.

          4.10  Salaries.  The Board may fix the officers' salaries, if any, or
it may authorize the president to fix the salary of any other officer.

5.   SHARES.

          5.1  Certificates.  The corporation's shares shall be represented by
certificates in the form approved by the Board.  Each certificate shall be
signed by the president or a vice 

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president, and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall be sealed with the corporation's seal or a
facsimile of the seal.  Any or all of the signatures on the certificate may be a
facsimile.

          5.2  Transfers.  Shares shall be transferable only on the
corporation's books, upon surrender of the certificate for the shares, properly
endorsed.  The Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or destroyed.

          5.3  Determination of Stockholders of Record.  The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action.  The record date may not be more than 60 or fewer than 10 days
before the date of the meeting or more than 60 days before any other action.

6.   INDEMNIFICATION AND INSURANCE.

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          6.1  Right to Indemnification.  Each person who was or is a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action or inaction in an
official capacity or in any other capacity while serving as director, officer,
employee or agent, shall be indemnified and held harmless by the corporation to
the fullest extent permitted by the General Corporation Law of Delaware, as
amended from time to time, against all costs, charges, expenses, liabilities and
losses (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith, and that indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his heirs, 

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executors and administrators; provided, however, that, except as provided in
section 6.2, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
that person, only if that proceeding (or part thereof) was authorized by the
Board.  The right to indemnification conferred in these by-laws shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law of
Delaware, as amended from time to time, requires, the payment of such expenses
incurred by a director or officer in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by that person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding shall
be made only upon delivery to the corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced, if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under these by-laws or otherwise.  The corporation may, by action of
its Board, provide indemnification to employees and agents of the 


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corporation with the same scope and effect as the foregoing indemnification of
directors and officers.

          6.2  Right of Claimant to Bring Suit.  If a claim under section 6.1 is
not paid in full by the corporation within 30 days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant also shall be entitled to be paid
the expense of prosecuting that claim.  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition, where the required
undertaking, if any, is required and has been tendered to the corporation) that
the claimant has failed to meet a standard of conduct that makes it permissible
under Delaware law for the corporation to indemnify the claimant for the amount
claimed.  Neither the failure of the corporation (including its Board, its
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
permissible in the circumstances because he has met that standard of conduct,
nor an actual determination by the corporation (including its Board, its 

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independent counsel or its stockholders) that the claimant has not met that
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has failed to meet that standard of conduct.

          6.3  Non-Exclusivity of Rights.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this section 6 shall not be exclusive of any other
right any person may have or hereafter acquire under any statute, provision of
the certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

          6.4  Insurance.  The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against that expense,
liability or loss under Delaware law.

          6.5  Expenses as a Witness.  To the extent any director, officer,
employee or agent of the corporation is by 

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reason of such position, or a position with another entity at the request of the
corporation, a witness in any action, suit or proceeding, he shall be
indemnified against all costs and expenses actually and reasonably incurred by
him or on his behalf in connection therewith.

          6.6  Indemnity Agreements.  The corporation may enter into agreement
with any director, officer, employee or agent of the corporation providing for
indemnification to the fullest extent permitted by Delaware law.

7.   MISCELLANEOUS.

          7.1  Seal.  The Board shall adopt a corporate seal, which shall be in
the form of a circle and shall bear the corporation's name and the year and
state in which it was incorporated.


          7.2  Fiscal Year.  The Board may determine the corporation's fiscal
year.  Until changed by the Board, the last day of the corporation's fiscal year
shall be April 30.

          7.3  Voting of Shares in Other Corporations.  Shares in other
corporations held by the corporation may be represented and voted by an officer
of this corporation or by a proxy or proxies 

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appointed by one of them.  The Board may, however, appoint some other person to
vote the shares.

          7.4  Amendments.  The holders of shares entitled at the time to vote
for the election of directors shall have power to adopt, amend, or repeal the
by-laws of the Corporation by vote of not less than a majority of such shares,
and except as otherwise provided by law, the Board of Directors shall have power
equal in all respects to that of the stockholders to adopt, amend, or repeal the
by-laws by vote of not less than a majority of the entire Board.  However, any
by-law adopted by the Board may be amended or repealed by vote of the holders of
a majority of the shares entitled at the time to vote for the election of
directors.

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