<PAGE> 1







                           ANGELICA CORPORATION

                  INCORPORATED UNDER THE LAWS OF MISSOURI


                                  BY-LAWS

                         REVISED FEBRUARY 28, 1989

                        Amended:    July 25, 1989
                                    September 26, 1989
                                    August 25, 1992
                                    January 26, 1993
                                    March 30, 1993
                                    September 28, 1993
                                    February 22, 1994
                                    May 24, 1994
                                    November 26, 1996
                                    February 25, 1997
                                    November 25, 1997
                                    January 27, 1998
                                    February 24, 1998
                                    August 25, 1998


<PAGE> 2

<TABLE>
                             TABLE OF CONTENTS
<CAPTION>

                                                                        PAGE
<S>                                                                      <C>
ARTICLE I:  LOCATION AND OFFICES
      Section 1:1     Principal Office                                    1
      Section 1:2     Other Offices                                       1
      Section 1:3     Registered Office                                   1

ARTICLE II:  SHAREHOLDERS
      Section 2:1     Annual Meeting                                      1
      Section 2:2     Special Meetings                                    2
      Section 2:3     Place of Meetings                                   2
      Section 2:4     Notice of Meetings                                  2
      Section 2:5     Quorum                                              2
      Section 2:6     Organization                                        3
      Section 2:7     Voting                                              3
      Section 2:8     Election of Directors                               4
      Section 2:9     Persons Who May Vote Certain Shares                 4
      Section 2:10    List of Shareholders Kept on File
                        Before Meeting                                    4
      Section 2:11    Proxy                                               5
      Section 2:12    Inspectors of Election                              5
      Section 2:13    Notice of Shareholder Nominees                      6
      Section 2:14    Procedures for Submission of Shareholder
                        Proposals at Annual Meeting                       7
      Section 2:15    Conduct of Annual Meeting                           8

ARTICLE III:  DIRECTORS
      Section 3:1     General Powers                                      8
      Section 3:2     Number and Qualification                            9
      Section 3:3     Term of Office                                      9
      Section 3:4     Removal of Directors                                9
      Section 3:5     Vacancies                                          10
      Section 3:6     Place of Meetings                                  10
      Section 3:7     Organization Meetings                              11
      Section 3:8     Regular Meetings                                   11
      Section 3:9     Special Meetings                                   11
      Section 3:10    Quorum                                             11
      Section 3:11    Compensation                                       12
      Section 3:12    Actions of Directors in Lieu of Meeting            12

ARTICLE IV:  COMMITTEES
      Section 4:1     Executive Committee                                12
      Section 4:2     Meetings of Executive Committee                    13
      Section 4:3     Emergency Management Committee                     13
      Section 4:4     Other Committees                                   14



<PAGE> 3

<CAPTION>
                                                                        PAGE

<S>                                                                      <C>
ARTICLE V:  OFFICERS
      Section 5:1     Officers                                           14
      Section 5:2     Elected Officers                                   15
      Section 5:3     Functional Responsibilities                        17
      Section 5:4     Absence, Disability or Death - Elected
                        Officers                                         17
      Section 5:5     Term of Office and Compensation                    17
      Section 5:6     Removal                                            17
      Section 5:7     Vacancies                                          18
      Section 5:8     Bonding                                            18
      Section 5:9     Execution of Instruments                           18

ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
      Section 6:1     Certificates of Shares                             19
      Section 6:2     Numbers and Data on Certificates                   19
      Section 6:3     Cancellation of Certificates                       20
      Section 6:4     Registration and Change of Registration            20
      Section 6:5     Regulations for Transfer                           20
      Section 6:6     Lost, Stolen, Destroyed or
                        Mutilated Certificates                           21
      Section 6:7     Closing of Transfer Books and
                        Record Dates                                     21
      Section 6:8     Dividends                                          22

ARTICLE VII:  MISCELLANEOUS
      Section 7:1     Corporate Seal                                     22
      Section 7:2     Resignations                                       22
      Section 7:3     Waiver                                             23
      Section 7:4     Amendments                                         23
      Section 7:5     Books and Records                                  23
      Section 7:6     Severability                                       23

ARTICLE VIII: INDEMNIFICATION OF DIRECTORS, OFFICERS
              AND OTHERS; INSURANCE
      Section 8:1     Liabilities Covered                                24
      Section 8:2     Procedure for Indemnification                      25
      Section 8:3     Advance Payment of Expenses                        26
      Section 8:4     Extent of Rights Hereunder                         26
      Section 8:5     Purchase of Insurance                              26
      Section 8:6     Indemnification Agreements                         27

</TABLE>



<PAGE> 4


                                 BY-LAWS OF

                            ANGELICA CORPORATION
                            --------------------


            ARTICLE I:  LOCATION AND OFFICES
            ---------   --------------------

Principal Office.
----------------

      Section 1:1.  The principal office of the Company shall be at such
place as the Board of Directors may from time to time determine, but until a
change is effected such principal office shall be at 424 South Woods Mill
Road, Chesterfield, Missouri 63017-3406.

Other Offices.
-------------

      Section 1:2.  The Company may also have other offices, in such places
(within or without the State of Missouri) as the Board of Directors may from
time to time determine.

Registered Office.
-----------------

      Section 1:3.  The registered office of the Company shall be maintained
in the State of Missouri, and may be, but need not be, identical with the
principal office.  The registered office may be changed from time to time by
action of the Board of Directors and upon appropriate notice to the Secretary
of State.


            ARTICLE II:  SHAREHOLDERS
            ----------   ------------

Annual Meeting.
--------------

      Section 2:1.  The annual meeting of the shareholders of the Company,
for the purpose of electing Directors and for the transaction of such other
business as properly may be brought before the meeting shall be held at such
date and time as shall be set by the Board of Directors annually at the
Organizational Meeting of the Board of Directors.


                                    1
<PAGE> 5

Special Meetings.
----------------

      Section 2:2.  Special meetings of the shareholders may be called by the
Chief Executive Officer, by the Board of Directors, or by, the holders of not
less than 50% of all of the outstanding shares entitled to vote at such
meeting.  At the written request of a majority of the members of the Board of
Directors or of the holders of not less than 50% of all of the outstanding
shares entitled to vote at such meeting, the Chairman of the Board, the
President, or the Secretary shall issue a call for a special meeting of the
shareholders.

Place of Meetings.
-----------------

      Section 2:3.  All meetings of the shareholders shall be held at the
principal office of the Company, or at such other place, within or without
the State of Missouri, as stated in the notice of the meeting.

Notice of Meetings.
------------------

      Section 2:4.  Unless waived, as provided in Section 7:3 of these
By-Laws, written or printed notice of each meeting of the shareholders
stating the place, day and hour of the meeting, and, in the case of a special
meeting or where otherwise required by law, the purpose or purposes for which
the meeting is called, shall, by or at the direction of the officer or other
person calling the meeting, be delivered or given to each shareholder of
record entitled to vote at such meeting, not less than ten (10) nor more than
fifty (50) days (or such greater period as then provided by law) before the
date of the meeting, either personally or by mail.  Any notice of a
shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail, with postage thereon prepaid, addressed
to the shareholder at his address as it appears on the records of the
Company.

Quorum.
------

      Section 2:5.  A majority of the outstanding shares entitled at the time
to vote thereat, when represented either in person or by proxy at any meeting
of the shareholders, shall constitute a quorum for the transaction of
business, except as otherwise provided by law or the Articles of
Incorporation; but in the absence of such a


                                    2
<PAGE> 6

quorum, a majority of the shares represented at the meeting shall have the right
successively to adjourn the meeting to a specified date not longer than ninety
days after such adjournment, by action by a majority of the shares represented
at such meeting and without the need to give notice to shareholders not present
at the meeting.  At such adjourned meeting, at which a quorum shall attend, all
business may be transacted which might have been transacted at the original
meeting; provided, that at such adjourned meeting no person who would not
have been entitled to vote at the original meeting shall be permitted to
vote.  Every decision by a majority of such quorum shall be valid as an act
of the Company unless a larger vote is required by law or by the Articles of
Incorporation.

Organization.
------------

      Section 2:6.  The Chairman of the Board or in his absence, the
Vice-Chairman of the Board, if any, or in his absence, the President, or in
his absence, a Vice-President (in the order of priority as may be prescribed
by Resolution of the Board of Directors), or in the absence of any
Vice-President, the Secretary, or in their absence any other officer (in the
order of seniority of age) shall call meetings of shareholders to order and
act as chairman thereof.  In case none of the officers is present, the
shareholders present may elect a chairman of such meeting from among their
members.  The Secretary of the Company shall act as secretary of all meetings
of the shareholders.  In his absence, or in the event he shall be acting as
chairman, the chairman may appoint any person to act as secretary.

Voting.
------

      Section 2:7.1.  Every shareholder entitled to vote at a meeting of
shareholders upon a particular question, pursuant to law or the Articles of
Incorporation, shall have one vote for each share of stock so entitled to
vote standing in his name on the books of the Company at the time fixed by
law or pursuant to these By-Laws for the determination of the right to vote
thereat.

      Section 2:7.2.  The date for determining the shareholders entitled to
vote at a meeting of shareholders shall be determined pursuant to Section 6:7
if action thereunder shall have been taken to establish the controlling date;
otherwise, only the shareholders who are shareholders of record at the close
of business on the


                                    3
<PAGE> 7

twentieth day preceding the date of the meeting shall be entitled to notice of
and vote at the meeting and any adjournment thereof, with the exception that if
prior to the meeting, written waivers of notice of the meeting are signed and
delivered to the Company by all shareholders of record at the time the meeting
is convened, only the shareholders who are shareholders of record at the time
the meeting is convened shall be entitled to vote at the meeting and any
adjournment thereof.

Election of Directors.
---------------------

      Section 2:8.  In all elections for Directors of the Company, each
shareholder entitled to vote for the election of Directors shall be entitled
to one vote in person or by proxy for each share having voting power.  In
each election for Directors, no shareholder shall be entitled to vote
cumulatively or to cumulate his votes.

Persons Who May Vote Certain Shares.
-----------------------------------

      Section 2:9.  Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the
By-Laws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy, and shares standing
in the name of a guardian, custodian, curator, or trustee, in whose name such
shares are registered, may be voted by such fiduciary, either in person or by
proxy.  A shareholder whose shares are pledged shall be entitled to vote such
shares until such shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.

List of Shareholders Kept on File Before Meeting.
------------------------------------------------

      Section 2:10.  At least ten days before each meeting of the
shareholders, the Secretary, or in the event of his absence or disability, an
Assistant Secretary, shall prepare a complete list of shareholders entitled
to vote at such meeting, arranged in alphabetical order with the address of
and the number of shares held by each, which list, for a period of ten days
prior to such meeting, shall be kept on file at the registered office of the


                                    4
<PAGE> 8

Company and shall be subject to inspection by any shareholder at any time
during usual business hours.  Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the whole time of the meeting.  The original share
ledger or transfer book or a duplicate thereof kept in Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of the
shareholders.  Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.

Proxy.
-----

      Section 2:11.  A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized
attorney-in-fact.  No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy.

Inspectors of Election.
----------------------

      Section 2:12.  At each meeting of the shareholders the polls shall be
opened and closed, the proxies and ballots shall be received and be taken in
charge, and all questions touching the qualification of voters and validity
of proxies and the acceptance or rejection of votes shall be decided by the
chairman and secretary of the meeting as judges of election; provided,
however, that upon request of any shareholder, but not otherwise, the
chairman of the meeting shall appoint not less than two persons who are not
Directors as inspectors to receive and canvass the votes given at such
meeting and certify the result to him.  Any inspector, before he enters on
the duties of his office, shall take and subscribe the following oath, or any
other oath as may be prescribed by law for such purpose, before any officer
authorized by law to administer oaths:  "I do solemnly swear that I will
execute the duties of an inspector of the election now being held with strict
impartiality, and according to the best of my ability." In all cases where
the right to vote upon any share or shares shall be questioned, it shall be
the duty of the inspectors, if any, or the persons conducting the vote, to
examine the transfer books of the Company as evidence of shares held, and all
shares entitled to vote that may appear standing thereon in the name of any
person or


                                    5
<PAGE> 9

persons shall be voted upon by such person or persons, either in person or by
proxy.

Notice of Shareholder Nominees.
------------------------------

      Section 2:13.  Only persons who are nominated in accordance with the
procedures set forth in this Section 2:13 shall be eligible for election as
Directors of the Company.  Nominations of persons for election to the Board
of Directors of the Company may be made at a meeting of shareholders (a) by
or at the direction of the Board of Directors or (b) by any shareholder of
the Company entitled to vote for the election of Directors at such meeting
who complies with the procedures set forth in this Section 2:13.  All
nominations by shareholders shall be made pursuant to timely notice in proper
written form to the Secretary of the Company.  To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Company no less than 60 days or more than 90 days
prior to the meeting; provided, however, that in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.  To be in proper written form, such shareholder's notice
shall set forth in writing (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as
a Director if elected, and (b) as to the shareholder giving notice (i) the
name and address, as they appear on the Company's books, of such shareholder,
and (ii) the class and number of shares of the Company which are beneficially
owned by such shareholder.  At the request of the Board of Directors, any
person nominated by the Board of Directors for election as Director shall
furnish to the Secretary of the Company that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee.
In the event that the shareholder seeks to nominate one or more Directors,
the Secretary shall appoint two inspectors, who shall not be affiliated with
the


                                    6
<PAGE> 10

Company, to determine whether a shareholder has complied with this Section 2:13.
If the inspectors shall determine that a shareholder has not complied with this
Section 2:13, the inspectors shall direct the chairman of the meeting to declare
to the meeting that the nomination was not made in accordance with the
procedures prescribed by the By-Laws of the Company, and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.

Procedures for Submission of Shareholder Proposals at Annual Meeting.
--------------------------------------------------------------------

      Section 2:14.  At any annual meeting of the shareholders of the
Company, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the Company who complies with the procedures set
forth in this Section 2:14.  For business properly to be brought before an
annual meeting by a shareholder, the shareholder must have given timely
notice thereof in proper written form to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Company no less than 60 days or
more than 90 days prior to the meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made.  To be in proper written form,
such shareholder's notice shall set forth in writing (i) a brief description
of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the name and
address, as they appear on the Company's books, of the shareholder proposing
such business, (iii) the class and number of shares of the Company which are
beneficially owned by the shareholder and (iv) any material interest of the
shareholder in such business.  Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2:14.  The chairman
of an annual meeting shall, if the facts warrant, determined and declare to
the meeting in accordance with the provisions of this Section 2:14, and, if
he should so determine, he shall so declare to the


                                    7
<PAGE> 11

meeting and any such business not properly brought before the meeting shall
not be transacted.

Conduct of Annual Meeting.
-------------------------

      Section 2:15.  The date and time of the opening and the closing of the
polls for each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting.
The Board of Directors of the Company may to the extent not prohibited by law
adopt by resolution such rules and regulations for the conduct of the meeting
of shareholders as it shall deem appropriate.  Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do
all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting.  Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chairman of
the meeting, may to the extent not prohibited by law include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at
the meeting and the safety of those present; (iii) limitations on attendance
at or participation in the meeting to shareholders of record of the Company,
their duly authorized and constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless, and to the extent, determined by the Board of Directors or the
chairman of the meeting, meetings of shareholders shall not be required to be
held in accordance with the rules of parliamentary procedure.


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

General Powers.
--------------

      Section 3:1.  The Board of Directors shall control and manage the
business and property of the Company.  The Board may exercise all such powers
of the Company and do all lawful acts and things as are not by law, the
Articles of Incorporation, or elsewhere in


                                    8
<PAGE> 12

these By-Laws, directed or required to be exercised or done by the
shareholders or some particular officer of the Company.

Number and Qualification.
------------------------

      Section 3:2.  The number of Directors to constitute the Board of
Directors shall be 9, effective May 27, 1998.  Each change in the number of
Directors (made by amendment to this By-Law) shall be reported to the
Secretary of State of Missouri within thirty calendar days of such change.
Directors need not be shareholders unless the Articles of Incorporation, as
amended, shall require that Directors be shareholders, in which case any
Director who shall cease to be a shareholder of record shall thereby be
disqualified and his office as Director shall thereupon automatically become
vacant.

      Each Director shall be under the age of 72 years at the time of his
election to the Board.  If a Director attains his 72nd birthday prior to the
expiration of his term, he shall serve until the next annual meeting at which
time his office as Director shall thereupon automatically become vacant.
Notwithstanding the above, a majority of the Board of Directors may elect to
waive the age requirement for a Director/Nominee.

Term of Office.
--------------

      Section 3:3.  The Board of Directors shall be elected by the
shareholders entitled by law or the Articles of Incorporation to vote for the
election of Directors.  The Board of Directors shall be divided into three
Groups, with the terms of office of each Group ending in successive years.
Upon expiration of a Group's initial term, all succeeding terms shall be for
a period of three (3) years, until the next applicable Annual Shareholders
Meeting.  Each Director, unless removed, resigned, disqualified, or otherwise
separated from office, shall hold office for the term for which he is elected
or until his successor shall have been elected and qualified.

Removal of Directors.
--------------------

      Section 3:4.  Directors may be removed at a meeting of shareholders
called expressly for such purpose in the manner provided herein and subject
to the limitations provided by law.


                                    9
<PAGE> 13

The entire Board of Directors may be removed, with or without cause, by a vote
of not less than 75% of all the outstanding shares entitled to vote at such
meeting.  Less than the entire Board of Directors may be removed, with or
without cause, by a vote of not less than 75% of all the outstanding shares
entitled to vote at such meeting, except in such case no Director may be removed
if the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the class of Directors of which he is a
part.  Such shareholders meeting shall be held at the registered office or
principal office of the Company in Missouri or in the city or county in Missouri
in which the principal business office of the Company is located.

Vacancies.
---------

      Section 3:5.  In case of any vacancy in the Board of Directors through
death, resignation, or removal pursuant to the By-Laws or as provided by law,
of one or more of the Directors, a majority of the surviving or remaining
Directors may fill such vacancy or vacancies until the successor or
successors are elected at the next shareholders meeting for the purpose of
serving the remainder of the unexpired term.  Unless otherwise provided in
the Articles of Incorporation, vacancies on the Board of Directors resulting
from any increase in the number of Directors to constitute the Board of
Directors may be filled by a majority of Directors then in office, although
less than a quorum, or by a sole remaining Director, until the next election
of Directors by the shareholders of the Company.

Place of Meeting.
----------------

      Section 3:6.  The Board of Directors may hold its meetings at the
principal office of the Company or at such other place or places within or
without the State of Missouri as it may from time to time determine.  Members
of the Board of Directors may participate in a meeting of a Board by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting in this manner shall constitute presence in person at the meeting.


                                    10
<PAGE> 14

Organization Meetings.
---------------------

      Section 3:7.  Organization meetings shall be held on a date set by the
Board of Directors, provided that such date shall be either on the same day
or a date subsequent to the Annual Meeting of Shareholders, and shall be held
at the principal office of the Corporation or at such other place within or
without the State of Missouri, as the Board may deem acceptable.  No notice
shall be required for any organization meeting.

Regular Meetings.
----------------

      Section 3:8.  The Board of Directors from time to time, by resolution,
may provide for regular meetings, which may thereafter be held at the time
and place designated, without notice thereof to the Directors; provided,
however, that any Director absent from the meeting at which such resolution
was adopted shall be notified of the adoption thereof not less than 3 days
prior to the first regular meeting to be held pursuant thereto.

Special Meetings.
----------------

      Section 3:9.  Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Vice-Chairman of the Board, if any, the
President, or any two Directors, and shall be held at the time and place
(within or without the State of Missouri) specified in the call.  Unless
waived as hereinafter provided, notice of the time, place and purpose of each
special meeting shall be delivered to each Director, either in person or by
mail, postage prepaid and addressed to such Director, either at the most
recent address which he has furnished the Secretary of the Company or at his
last known resident address at least two days before such meeting.  If given
by mail, such notice shall be deemed delivered upon deposit in the United
States mail, postage prepaid, and addressed in either manner aforesaid.

Quorum.
------

      Section 3:10.  Except as otherwise provided by law, by the Articles of
Incorporation, or elsewhere in these By-Laws, a majority of the full Board of
Directors shall constitute a quorum for the transaction of business, and the
act of a majority of the Directors present at a meeting at which a quorum is
present shall


                                    11
<PAGE> 15

be the act of the Board of Directors.  In the absence of a quorum, a majority of
the Directors present at a meeting, or the Director if there be only one
present, or the Secretary if there be no Director present, may adjourn the
meeting from time to time, not to exceed thirty days until a quorum be had.  No
notice other than announcement at the meeting need be given of such adjournment.

Compensation.
------------

      Section 3:11.  A Director may be entitled to receive (a) such
transportation and other expenses incident to his attendance at any meeting
of the Board of Directors or of any committee thereof of which he may be a
member as the Board of Directors from time to time may determine, and (b)
such compensation as the Board of Directors from time to time may determine.

Actions of Directors in Lieu of Meeting.
---------------------------------------

      Section 3:12.  Any action which is required to be or may be taken at a
meeting of the directors may be taken without a meeting if consents in
writing, setting forth the action so taken, are signed by all of the
Directors.  The consents shall have the same force and effect as a unanimous
vote of the Directors at a meeting duly held and may be stated as such in any
certificate or document filed pursuant to the provisions of Missouri law.
The Secretary shall file the consents with the minutes of the meetings of the
Board of Directors.


            ARTICLE IV:  COMMITTEES
            ----------   ----------

Executive Committee.
-------------------

      Section 4:1.  The Board of Directors may, at its discretion and by
resolution adopted by a majority of all the members of the Board of
Directors, designate an Executive Committee to consist of two or more
Directors, one of whom shall be designated by the Board as Chairman of the
Executive Committee.  The Board of Directors may delegate to the Executive
Committee any and all authority in the management of the Company otherwise
vested in the Board of Directors.  The Board of Directors shall have the
power at any time to expand or limit the authority of, to fill vacancies in,
to change the membership of, or to dissolve the Executive Committee.


                                    12
<PAGE> 16

A majority of the members of the Executive Committee shall be sufficient to
determine its action unless the Board of Directors shall otherwise provide
for a greater percentage.

Meetings of Executive Committee.
-------------------------------

      Section 4:2.  Regular meetings of the Executive Committee may be held
without call or notice at such times and places as the Executive Committee
from time to time may fix.  Other meetings of the Executive Committee may be
called by any member thereof either by oral, telegraphic or written notice
not later than the day prior to the date set for such meeting.  Such notice
shall state the time and place of the meeting and, if by telegraph or in
writing, shall be addressed to each member at his address as shown by the
records of the Secretary of the Company.  Any member may, or upon request by
any member, the Secretary shall, give the required notice calling the
meeting.  The Executive Committee shall keep a record of its proceedings, and
shall regularly present such records to the Board of Directors.  Members of
the Executive Committee or any other Committee designated by the Board of
Directors may participate in a meeting of the Committee by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting in this manner shall constitute presence in
person at the meeting.

Emergency Management Committee.
------------------------------

      Section 4:3.  The Board of Directors, by resolution of a majority of
the whole Board, may appoint three or more persons to constitute an Emergency
Management Committee or otherwise designate the manner in which the membership
of such Committee shall be determined.  To the extent provided in said
resolution, and subject to the provisions of the Articles of Incorporation and
these By-Laws, such Committee shall have and may exercise all the powers of the
board of Directors in the management of the business and affairs of the Company
but only during any period when the Board of Directors shall be unable to
function by reason of vacancies therein caused by death, resignation or
otherwise, and there shall be no Director remaining and able to fill such
vacancies pursuant to Section 3:5 of Article III and until a Board of Directors
shall have been duly constituted.  Such Committee shall, during the time it is
authorized to function as provided herein, have power to call special meetings
of stockholders, to elect or appoint officers to


                                    13
<PAGE> 17

fill vacancies as circumstances may require and to authorize the seal of the
Company to be affixed to all papers which may require it.  Such Committee shall
make its own rules of procedure.  A majority of the Committee shall constitute a
quorum.  Any vacancy in the Committee caused by death, incapacity, resignation
or otherwise may be filled by the remaining members though less than a quorum
and any member so chosen shall serve until a Board of Directors has been duly
constituted.

Other Committees.
----------------

      Section 4:4.  Other Committees may be established from time to time by
the Board of Directors.  Such other Committees shall have such purpose(s) and
such power(s), as the Board of Directors by resolution may confer.  The Board
of Directors or such officer or Committee as the Board of Directors may
designate, shall have the power to appoint members of such other Committee,
to remove any member thereof and to fill any vacancy therein, and to
designate the Chairman of such other Committee.  Unless otherwise provided by
the Board of Directors, a majority of the members of such other Committee
shall constitute a quorum, and the acts of a majority of the members present
at a meeting at which a quorum is present shall be the act of such other
Committee.


            ARTICLE V:   OFFICERS
            ---------    --------

      Section 5:1.  The Principal Officers of the Company shall be a Chairman
of the Board, a Vice-Chairman of the Board (if the Board shall choose to
elect one), a Chief Executive Officer, a President, one or more Executive
Vice-Presidents, one or more Vice-Presidents and/or Vice-Presidents of such
designation as the Board shall deem appropriate, a Secretary, a Treasurer,
one or more Controller(s) and such other officer or assistant officers as may
be deemed necessary and elected by the Board of Directors.  Each elected
officer shall have all powers and duties usually incident to such elected
office except as modified pursuant to the provisions of Sections 5:2 and 5:3.
Any two or more offices may be held by the same person except that the
offices of Chairman of the Board or of President and the office of the
Secretary may not be held by the same person.  Any officer elected by the
Board may be specially designated by the Board with one or more functional
titles.


                                    14
<PAGE> 18

Elected Officer.
---------------

      Section 5:2.  The general duties of the elected officers shall be as
set forth below:

            (a) Chairman of the Board.  The Board of Directors shall elect
                ---------------------
one of its number Chairman of the Board who shall preside at all meetings of
the shareholders and of the Board of Directors at which he may be present.
The Chairman of the Board shall have such other powers and duties as, from
time to time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.

            (b) Vice-Chairman of the Board.  The Board of Directors may, in
                --------------------------
its discretion, elect one of its number Vice-Chairman of the Board who, in
the absence of the Chairman of the Board, shall preside at all meetings of
the shareholders and of the Board of Directors at which he may be present.
The Vice-Chairman of the Board shall have such other powers and duties as,
from time to time, shall reside in or be assigned said office pursuant to the
provisions of subsection (h) of this Section 5:2 and Section 5:3.

            (c) President.  When the Chairman of the Board, and the
                ---------
Vice-Chairman of the Board, if any, are absent the President shall preside at
all meetings of the Board of Directors and shall have such other powers and
duties as, from time to time shall reside in or be assigned to said office
pursuant to the provisions of subsection (h) of this Section 5:2 and of
Section 5:3.

            (d) Executive Vice-President and Vice President.  Each Executive
                -------------------------------------------
Vice-President and each Vice President, of such designation as the Board has
deemed appropriate, shall have such powers and duties as, from time to time,
shall reside in or be assigned to said office pursuant to the provisions of
subsection (h) of this Section 5:2 and of Section 5:3.

            (e) Treasurer.  Subject to the authority of the Chief Financial
                ---------
Officer of the Company, if there be one, the Treasurer shall have custody of,
and be responsible for, all the funds and securities of the Company, and
shall deposit and withdraw such funds and securities in and from such banks,
trust companies, or other depositories as shall be selected by and in
accordance with the resolutions adopted from time to time by the Board of


                                    15
<PAGE> 19

Directors.  He shall also have such other powers and duties as, from time to
time shall reside in or be as assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.

            (f) Secretary.  The Secretary shall keep the minutes of the
                ---------
meetings of the shareholders, the Board of Directors (unless otherwise
delegated by the Board to one of its members), and the Executive Committee,
if any, shall see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law, be custodian of the
Company's records and seal, keep a register of the post office address of all
shareholders, have general charge of the books and records of the Company,
and sign such instruments with the President or other officers as may be
required.  The Secretary shall have such other powers and duties as, from
time to time, shall reside in or be as assigned to said office pursuant to
the provisions of subsection (h) of this Section 5:2 and of Section 5:3.

            (g) Controller.  Subject to the authority of the Chief Financial
                ----------
Officer of the Company, if there be one, the Controller shall have custody of
and be responsible for the maintenance of the books of account of the
Company.  He shall also have such other powers and duties as, from time to
time shall reside in or be as assigned to said office pursuant to the
provisions of subsection (h) of this Section 5:2 and of Section 5:3.

            (h) Other Duties and Responsibilities.  Subject to the ultimate
                ---------------------------------
authority of the Board of Directors and its Executive Committee, if there be
one, each of the officers elected or appointed by the Board of Directors,
shall have such other duties and responsibilities as may be provided by law,
and to the extent not in conflict with law, and as shall from time to time be
assigned, modified or terminated by the Chief Executive Officer or his
designee (which may be the person who is such officer's immediate superior as
shown on any Company organization chart or similar document outlining job
duties, responsibilities or accountabilities of the Company's officers as
may be in effect from time to time).


                                    16
<PAGE> 20

Functional Responsibilities.
---------------------------

      Section 5:3.  Chief Executive Officer.  The Chief Executive Officer
                    -----------------------
shall have active executive management of and ultimate responsibility for the
conduct of the business operations of the Company.  Such executive management
shall include the assignment of responsibilities of other elected or
appointed officers, provided however, that he may, in his sole discretion,
delegate his authority to assign the responsibilities of the other elected
officers to an officer designated by him for that purpose.  Unless such power
is otherwise delegated to some other officer, agent or proxy, the Chief
Executive Officer shall have full power and authority in behalf of the
Company:  (i) to act and to vote, as fully as the Company might do if present
at any meeting, or any adjournment thereof, of the shareholders of a
corporation in which the Company may hold stock; (ii) to waive notice of and
consent to the holding of any such meeting or adjournment; and (iii) to sign
a consent to action in lieu of any such meeting or adjournment.

Absence, Disability or Death - Elected Officers.
-----------------------------------------------

      Section 5:4.  In the absence, disability or death of any elected
Officer of the Company the duties and powers of such officer shall be
performed first by the superior of such officer, or by such superior's
designee, or second by the person who is the officer's subordinate as shown
in any Company organization chart or similar document outlining job duties,
responsibilities or accountabilities of such officer in effect from time to
time.

Term of Office and Compensation.
-------------------------------

      Section 5:5.  The compensation of the elected or appointed officers of
the Company shall be fixed by the Board of Directors; provided, however, that
the Board of Directors may delegate to any committee or officer, other than
the holder of the office involved, the power to fix the compensation of
officers.  All officers of the Company shall hold office only at the pleasure
of the Board of Directors.

Removal.
-------

      Section 5:6.  Any officer elected by the Board of Directors may be
removed by the Board of Directors with or without a hearing


                                    17
<PAGE> 21

and with or without cause whenever in its judgement the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.

Vacancies.
---------

      Section 5:7.  Any vacancy in any office because of death, resignation,
removal, or any other cause shall be filled in the manner prescribed in these
By-Laws for the election to such office.

Bonding.
-------

      Section 5:8.  If so required by the Board of Directors, or applicable
Company policy an officer shall give bond for the faithful discharge of his
duties in such form and amount and with such sureties as the Board of
Directors may provide, but the premiums for any such bond shall be borne by
the Company.

Execution of Instruments.
------------------------

      Section 5:9.  All bills of exchange, promissory notes, and checks
issued, drawn, or made by the Company shall be signed by such officer or
officers, or such individual or individuals, as the Board of Directors may
from time to time designate therefor; provided, however, that in the absence
of any such designation, they may be signed on behalf of the Company by any
two of the following officers: The Chairman of the Board, the Vice-Chairman
of the Board, if any, the President, any Executive Vice President, any
Vice-President, and the Treasurer.  Any other contract or obligation of the
Company shall be executed by such officer or officers, or such other
individual or individuals, as the Board of Directors may direct, or, in the
absence of such direction, by the Chairman of the Board, the Vice-Chairman of
the Board, if any, the President, any Executive Vice-President, any Vice
President (of whatever designation he/she may have), the Secretary, the
Treasurer, or an Assistant Secretary, provided, however, that any person
designated as an authorized signer, whether by law, by action of the Board of
Directors, by these By-Laws, or otherwise, shall, without exception, obtain
the prior approvals, or the review of action, required by any resolution
adopted by the Board of Directors expressing a policy governing the execution
of documents intended to bind this Company.  The seal of the Company may be


                                    18
<PAGE> 22

affixed to instruments executed on its behalf by its proper officers and
shall be affixed to such instruments as required by law and as the Board of
Directors may direct.  When affixed, the seal may be attested by the
Secretary, an Assistant Secretary or by such other officer as the Board of
Directors may direct.


            ARTICLE VI:  CAPITAL STOCK AND DIVIDENDS
            ----------   ---------------------------

Certificates of Shares.
----------------------

      Section 6:1.  Certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with applicable law or the
Articles of Incorporation, as shall be approved by the Board of Directors,
and shall be signed by the Chairman of the Board or by the President or an
Executive Vice-President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, provided that
the signatures of any such officers thereon may be facsimiles, engraved or
printed, if such certificates are signed by a transfer agent other than the
Company or its employee or by a registrar other than the Company or its
employee.  The seal of the Company shall be impressed, by original or by
facsimile, printed or engraved, on all such certificates.  In case any such
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the Company with same effect
as if such officer, transfer agent or registrar had not ceased to be such
officer, transfer agent or registrar at the date of its issue.

Numbers and Data on Certificate.
-------------------------------

      Section 6:2.  All Certificates shall be numbered as may be required by
resolution of the Board of Directors, and each shall show thereon the name of
the person owning the shares represented thereby, the number of such shares,
and the date of issue, which information shall be entered on the Company's
books.


                                    19
<PAGE> 23

Cancellation of Certificates.
----------------------------

      Section 6:3.  Every certificate surrendered to the Company for transfer
or otherwise in exchange for a new certificate shall be marked "canceled"
with the date of cancellation, and no new certificate(s) in lieu thereof
shall be issued until the former certificate(s) for an equivalent number of
shares shall have been surrendered and cancelled, except as otherwise
provided in Section 6:6 of these By-Laws.

Registration and Change of Registration.
---------------------------------------

      Section 6:4.  The names and addresses of the persons owning
certificates representing shares of stock in the Company together with the
number of shares of stock owned by them respectively shall be registered on
the books of the Company.  The Company shall register transfers of such
certificates together with the date of such transfers if the certificates are
(1) delivered and endorsed either in blank or to a specified person by the
person appearing by the certificate to be the owner of the shares represented
thereby, or (2) delivered together with a separate document containing a
written assignment of the certificate or a power of attorney to sell, assign,
or transfer the same or the share represented thereby, signed by the person
appearing by the certificate to be the owner of the shares represented
thereby (said assignment or power of attorney to be either in blank or to a
specified person), or (3) delivered together with an assignment endorsed
thereon or in a separate instrument signed by the trustee in bankruptcy,
receiver, guardian, executor, administrator, custodian, or other person duly
authorized by law to transfer the certificate on behalf of the person
appearing by the certificate to be the owner of the shares represented
thereby.  Notwithstanding the above provisions on transfers of shares, the
person in whose name shares stand on the books of the Company at the date of
the closing of the transfer books or at the record date fixed by law or
pursuant to Section 6:7 of these By-Laws shall be deemed the owner thereof
insofar as rights to receive dividends, to vote, and to have any other rights
or privileges as a shareholder.

Regulations for Transfer.
------------------------

      Section 6:5.  The Board of Directors shall have power and authority to
make such rules and regulations as it deems expedient


                                    20
<PAGE> 24

concerning the issue, transfer, and registration of certificates for shares of
the capital stock of the Company, and may appoint one or more transfer agents or
transfer clerks as registrars of transfer, and may require all certificates to
bear the signature of a transfer agent or transfer clerk or registrar of
transfer.

Lost, Stolen, Destroyed or Mutilated Certificates.
-------------------------------------------------

      Section 6:6.  Upon proof satisfactory to the Chairman of the Board, or,
in his absence the President and the Secretary that any certificate for
shares of the capital stock of the Company issued and outstanding has been
lost, stolen, destroyed or mutilated, and upon due application in writing by
the person in whose name the same may stand of record on the books of the
Company, or by his legal representative, and the surrender thereof in the
case of a mutilated certificate, or, in the case of a certificate having been
lost, stolen, or destroyed, the giving of an indemnifying bond in such form
and amount and with such sureties as the Board of Directors may require, the
proper officers of the Company are authorized and empowered to issue a new
certificate or certificates to the owner thereof in lieu of the certificate
that has been lost, stolen, destroyed, or mutilated.  The Board of Directors
may delegate to any transfer agent of the Corporation the authorization of
the issue of such new certificate or certificates and the approval of the
form and amount of such indemnity bond or bonds and the surety or sureties
thereon.

Closing of Transfer Books and Record Dates.
------------------------------------------

      Section 6:7.  The Board of Directors shall have power to close the
transfer books of the Company for a period not exceeding fifty days (or such
greater period as then provided by law) preceding the date of any meeting of
shareholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares shall go into effect, or in lieu thereof may fix in advance a date not
exceeding fifty days (or such greater period as then provided by law)
preceding the date of any meeting of shareholders or the date for payment of
any dividend or the date of the allotment of rights or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of and to
vote at any such meeting and any adjournment thereof or entitled to receive
payment of any


                                    21
<PAGE> 25

such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, and in such case
only shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to such notice of and to vote at such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.

Dividends.
---------

      Section 6:8.  Subject to any and all limitations upon the payment of
dividends imposed by law or by the Articles of Incorporation, the Board of
Directors, in its discretion, may from time to time declare and cause to be
paid dividends upon the outstanding shares of the capital stock of the
Company in cash, property, shares of the capital stock of the Company, or any
combination thereof.


            ARTICLE VII:  MISCELLANEOUS
            -----------   -------------

Corporate Seal.
--------------

      Section 7:1.  The Board of Directors shall provide a suitable seal,
containing the name of the Company, which seal shall be in the custody of the
Secretary, and may provide for one or more duplicates thereof to be kept in
the custody of the Treasurer and Assistant Treasurer and/or Assistant
Secretary.

Resignations.
------------

      Section 7:2.  Any Director or Officer of the Company may resign such
office at any time by giving written notice to the Chairman of the Board of
Directors, the President, or the Secretary.  Such resignation shall take
effect at the date of the receipt of such notice, or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.


                                    22
<PAGE> 26

Waiver.
------

      Section 7:3.  Whenever any notice is required to be given by law, the
Articles of Incorporation, or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, or a duly authorized
representative of such person, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Presence
at a meeting of shareholders or of Directors shall constitute a waiver of
notice except where the shareholder or Director states that he is present
solely for the purpose of objecting to the transaction of business because
the meeting was not lawfully called or convened.

Amendments.
----------

      Section 7:4.  The Board of Directors, provided the power conferred
hereby shall not be inconsistent with the Articles of Incorporation or
applicable law, shall have power to make, amend and repeal the By-Laws of the
Company by a vote of a majority of all of the members of the Board of
Directors at any organization, regular or special meeting of the Board,
provided that notice of intention to make, amend or repeal the By-Laws, in
whole or in part shall have been given at the next preceding meeting; or,
without any such notice, by a vote of 2/3 of all of the members of the Board
of Directors.

Books and Records.
-----------------

      Section 7:5.  Except as the Board of Directors may from time to time
direct or as may be required by law, the Company shall keep its books and
records at its principal office.

Severability.
------------

      Section 7:6.  If any word, clause or provision of these By-Laws shall,
for any reason, be determined to be invalid or ineffective, the provisions
hereof shall not otherwise be affected thereby and shall remain in full force
and effect.


                                    23
<PAGE> 27

            ARTICLE VIII:     INDEMNIFICATION OF DIRECTORS,
            ------------
                              OFFICERS AND OTHERS; INSURANCE
                              ------------------------------

Liabilities Covered.
-------------------

      Section 8:1(a).  The Company shall indemnify any person who was, or is
threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer
of the Company or (at the request of the Company and in addition to his or
her service as a director or officer of the Company) is or was serving as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceedings, to the full extent and under the circumstances permitted by law.
For the purposes of this ARTICLE VIII, "officer" shall mean each person
elected, or requested to serve, as an officer by the Board of Directors of
the Company and any other person serving as an officer shall not be an
officer for the purposes of this ARTICLE VIII but may be indemnified as an
employee or agent of the Company or other enterprise.

      Section 8:1(b).  In addition, the Company may (but shall not be
obligated to) indemnify any person who was or is threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was an employee or agent of the Company or is or was
serving at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceedings, to the full extent and under the circumstances
permitted by law.

      Section 8:1(c).  The Company shall not be obligated to indemnify any
person in connection with his service as a director, officer, employee or
agent of a constituent corporation merged into or consolidated with the
Company, or his service at the request of such a constituent corporation as a
director, officer, employee or


                                    24
<PAGE> 28

agent of another corporation, partnership, joint venture, trust or other
enterprise; provided, however, such person may be indemnified, to the full
extent and under the circumstances permitted by law, if in connection with such
merger or consolidation, the Board of Directors of the Company so directs or the
agreement providing for such merger or consolidation so provides.

      Section 8:1(d).  If this Section 8:1 is approved by a vote of the
stockholders of the Company, indemnification shall or may (as the case may
be) be provided hereunder unless the conduct of the person to be indemnified
is finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct.

      Section 8:1(e).  Notwithstanding anything set forth herein, no
indemnity shall be paid by the Company (i) in respect of remuneration paid to
any person if it shall be determined by a final judgment or other final
adjudication that such remuneration was in violation of law, or (ii) on
account of any suit in which judgment is rendered against any person (seeking
indemnification hereunder) for an accounting of profits made from the
purchase or sale by such person of securities of the Company pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law.

Procedures for Indemnification.
------------------------------

      Section 8:2.  Any indemnification under Section 8:1(a) of this ARTICLE
VIII (unless ordered by a court) shall be made by the Company unless a
determination is reasonably and promptly made that indemnification is not
proper in the circumstances because the person to be indemnified has not
satisfied the conditions set forth in such Section 8:1.  Any indemnification
under Section 8:1(b) of this ARTICLE VIII (unless ordered by a court) shall
be made as authorized in a specified case upon a determination that
indemnification is proper in the circumstances because the person to be
indemnified has satisfied the conditions set forth in such Section 8:1.  Any
such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or even if
obtainable a quorum of


                                    25
<PAGE> 29

disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.

Advance Payment of Expenses.
---------------------------

      Section 8:3(a).  With respect to any person entitled to be indemnified
under Section 8:1(a) of this ARTICLE VIII, expenses incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of the action, suit or proceeding upon
receipt of an undertaking by or on behalf of the person seeking such advance
to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company as authorized in this ARTICLE
VIII.

      Section 8:3(b).  With respect to any person who may be indemnified
under Section 8:1(b) of this ARTICLE VIII, expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of the action, suit or proceeding as
authorized by the Board of Directors in a specific case upon receipt of an
undertaking by or on behalf of the person seeking such indemnification to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this ARTICLE VIII.

Extent of Rights Hereunder.
--------------------------

      Section 8:4.  The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any By-Law, agreement, vote of stockholders of
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

Purchase of Insurance.
---------------------

      Section 8:5.  The directors may authorize, to the extent permitted by
The General and Business Corporation Law of Missouri, as in effect and
applicable from time to time, the purchase and


                                    26
<PAGE> 30

maintenance of insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in such capacity or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against such liability under the provisions of The General and Business
Corporation Law of Missouri.

Indemnification Agreements.
--------------------------

      Section 8:6.  With respect to any of the persons who shall or may be
indemnified pursuant to Section 8:1 of this ARTICLE VIII, the Company may
enter into written agreements providing for the mandatory indemnification of
such persons in accordance with the provisions of this ARTICLE VIII.  In the
event of any conflict between the provisions of this ARTICLE VIII and the
provisions of an indemnification agreement adopted by the stockholders, the
terms of such agreement shall prevail.


                                    27