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                                                                     Exhibit 3.2


                                   BY-LAWS OF




                                MEGA GROUP, INC.
                            (A New York Corporation)



                                    ARTICLE I

                                     Offices

        SECTION 1. Principal Office. The principal office of the Corporation
within the State of New York shall be in the City of Ballston Lake, County of
Schenectady.

        SECTION 2. Other Offices. The Corporation may also have an office or
offices other than said principal office at such place or places, either within
or without the State of New York, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Shareholders


        SECTION 1. Place of Meetings. All meetings of the shareholders for the
election of directors or for any other purpose shall be held in the City of
Washington in the District of Columbia at such place as may be fixed from time
to time by the Board of Directors, or at such other place, either within or
without the State of New York, as shall be designated from time to time by the
Board of Directors.

        SECTION 2. Annual Meeting. The annual meeting of the shareholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting, commencing with the year 2001,
shall be held at 10:00 A.M. on the 15th day of June if not a legal holiday, and
if a legal holiday, then on the next succeeding day not a legal holiday, at
10:00 A.M., or at such other date and time as shall be designated from time to
time by the Board of Directors.

        SECTION 3. Special Meetings. Special meetings of the shareholders,
unless otherwise prescribed by statute, may be called at any time by the Board
of Directors or the Chairman of the Board, if one shall have been elected, or
the President and shall be called by the Secretary upon the request in writing
of a shareholder or shareholders holding of record at least 60 percent of the
outstanding shares of the Corporation entitled to vote at such meeting.




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        SECTION 4. Notice of Meetings. Notice of the place, date and hour of
holding of each annual and special meeting of the shareholders and, unless it is
the annual meeting, the purpose or purposes thereof, shall be given personally
or by mail in a postage prepaid envelope, not less than ten nor more than fifty
days before the date of such meeting, to each shareholder entitled to vote at
such meeting, and, if mailed, it shall be directed to such shareholder at his
address as it appears on the record of shareholders, unless he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed at some other address, in which case it shall be directed to him at such
other address. Any such notice for any meeting other than the annual meeting
shall indicate that it is being issued at the direction of the Board of
Directors, the Chairman of the Board, the President or the Secretary, whichever
shall have called the meeting. Notice of any meeting of shareholders shall not
be required to be given to any shareholder who shall attend such meeting in
person or by proxy and shall not, prior to the conclusion of such meeting,
protest the lack of notice thereof, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy. Unless the
Board of Directors shall fix a new record date for an adjourned meeting, notice
of such adjourned meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which the
adjournment is taken.

        SECTION 5. Quorum. At all meetings of the shareholders the holders of a
majority of the shares of the Corporation issued and outstanding and entitled to
vote thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders of a majority of the shares present in person
or by proxy and entitled to vote may adjourn the meeting from time to time. At
any such adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally called.

        SECTION 6. Organization. At each meeting of the shareholders, the
Chairman of the Board, if one shall have been elected, or in his absence or if
one shall not have been elected, the President shall act as chairman of the
meeting. The Secretary, or in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.

        SECTION 7. Order of Business. The order of business at all meetings of
the shareholders shall be as determined by the chairman of the meeting.

        SECTION 8. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each holder of record of shares of the Corporation
having voting power shall be entitled at each meeting of the shareholders to one
vote for each share standing in his name on the record of shareholders of the
Corporation:

               (a) on the date fixed pursuant to the provisions of Section 6 of
        Article V of these By-Laws as the record date for the determination of
        the shareholders who shall be entitled to notice of and to vote at such
        meeting; or

               (b) if no such record date shall have been so fixed, then at the
        close of business on the day next preceding the day on which notice
        thereof shall be given.





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Each shareholder entitled to vote at any meeting of the shareholders may
authorize another person or persons to act for him by a proxy signed by such
shareholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies. Except as otherwise provided by statute
or the Certificate of Incorporation or these By-Laws, any corporate action to be
taken by vote of the shareholders shall be authorized by a majority of the votes
cast at a meeting of shareholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

        SECTION 9. List of Shareholders. A list of shareholders as of the record
date, certified by the Secretary of the Corporation or by the transfer agent for
the Corporation, shall be produced at any meeting of the shareholders upon the
request of any shareholder made at or prior to such meeting.

        SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act or on the request of any shareholder entitled to vote at such
meeting, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be shareholders.

        SECTION 11. Action by Consent. Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken signed by the holders of
all outstanding shares of the Corporation entitled to vote thereon.

                                   ARTICLE III

                               Board of Directors


        SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all







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such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation directed or
required to be exercised or done by the shareholders.

        SECTION 2. Number, Qualifications, Election and Term of Office. The
number of directors constituting the initial Board of Directors shall be five.
Thereafter, the number of directors may be fixed, from time to time, by the
affirmative vote of a majority of the entire Board of Directors or by action of
the shareholders of the Corporation; provided, however, that the number of
directors shall not be less than three, except that when all the shares of the
Corporation are owned beneficially by less than three shareholders, the number
of directors may be less than three but not less than the number of
shareholders. Any decrease in the number of directors shall be effective at the
time of the next succeeding annual meeting of the shareholders unless there
shall be vacancies in the Board of Directors, in which case such decrease may
become effective at any time prior to the next succeeding annual meeting to the
extent of the number of such vacancies. All the directors shall be at least
eighteen years of age. Directors need not be shareholders. Except as otherwise
provided by statute or these By-Laws, the directors (other than members of the
initial Board of Directors) shall be elected at the annual meeting of the
shareholders. At each meeting of the shareholders for the election of directors
at which a quorum is present the persons receiving a plurality of the votes cast
at such election shall be elected. Each director shall hold office until the
next annual meeting of the shareholders and until his successor shall have been
elected and qualified, or until his death, or until he shall have resigned, or
have been removed, as hereinafter provided in these By-Laws.

        SECTION 3. Place of Meetings. Meetings of the Board of Directors shall
be held at the principal office of the Corporation in the District of Columbia
or at such other place, within or without such District, as the Board of
Directors may from time to time determine or as shall be specified in the notice
of any such meeting.

        SECTION 4. First Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the shareholders,
on the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place (within or without the District of Columbia) which shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

        SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.

        SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, or
by two or more directors of the Corporation or by the President.





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        SECTION 7. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each such meeting shall be mailed, postage
prepaid, to each director, addressed to him at his residence or usual place of
business, by first-class mail, at least two days before the day on which such
meeting is to be held, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone, or other similar means, at least
twenty-four hours before the time at which such meeting is to be held. Notice of
any such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of notice
to him.

        SECTION 8. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to the directors unless such time
and place were announced at the meeting at which the adjournment was taken, to
the other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.

        SECTION 9. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his absence, another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary (or, in
his absence, any person who shall be an Assistant Secretary, if any of them
shall be present at such meeting appointed by the chairman) shall act as
secretary of the meeting and keep the minutes thereof.

        SECTION 10. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

        SECTION 11. Vacancies. Subject to any express provision of the
Certificate of Incorporation, any vacancy in the Board of Directors, whether
arising from death, resignation, removal (with or without cause), an increase in
the number of directors or any other cause, may be filled by the vote of a
majority of the directors then in office, though less than a quorum, or by the
shareholders at the next annual meeting thereof or at a special meeting thereof.
Each director






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so elected shall hold office until the next meeting of the shareholders in which
the election of directors is in the regular order of business and until his
successor shall have been elected and qualified.

        SECTION 12. Removal of Directors. Except as otherwise provided by
statute, any director may be removed, either with or without cause, at any time,
by the shareholders at a special meeting thereof. Except as otherwise provided
by statute, any director may be removed for cause by the Board of Directors at a
special meeting thereof.

        SECTION 13. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.

        SECTION 14. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of three
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and may
exercise all the authority of the Board of Directors. Each such committee shall
serve at the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.

        SECTION 15. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.

        SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
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 a
meeting.

                                   ARTICLE IV

                                    Officers


        SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the Chairman of the
Board of Directors, the President, one or more Vice-Presidents, the Secretary,
and the Treasurer. If the Board of Directors wishes, it may elect such other
officers (including one or more Assistant Treasurers






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and one or more Assistant Secretaries) as may be necessary or desirable for the
business of the Corporation. Any two or more offices may be held by the same
person, except the offices of President and Secretary; provided, however, that
such two offices may be held by the same person if all of the outstanding shares
of the Corporation are owned by such person. Each officer shall hold office
until the first meeting of the Board of Directors following the next annual
meeting of the shareholders, and until his successor shall have been elected and
shall have qualified, or until his death, or until he shall have resigned or
have been removed, as hereinafter provided in these By-Laws.

        SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

        SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.

        SECTION 4. Chairman of the Board. The Chairman of the Board, if one
shall have been elected, shall be the chief executive officer of the
Corporation, a member of the Board of Directors, and an officer of the
Corporation and, if present, shall preside at each meeting of the Board of
Directors or the shareholders. He shall advise and counsel with the President,
and in his absence with other executives of the Corporation, and shall perform
such other duties as may from time to time be assigned to him by the Board of
Directors.

        SECTION 5. The President. The President shall, in the absence of the
Chairman of the Board or if a Chairman of the Board shall not have been elected,
perform the duties of the chief executive officer of the Corporation and preside
at each meeting of the Board of Directors or the shareholders. He shall perform
all duties incident to the office of President and such other duties as may from
time to time be assigned to him by the Board of Directors.

        SECTION 6. Vice-President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice-President, or if there shall be
more than one, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election), shall perform the duties of the President, and, when
so acting, shall have the powers of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.

        SECTION 7. Treasurer. The Treasurer shall

                (a) have charge and custody of, and be responsible for, all the
        funds and securities of the Corporation;

                (b) keep full and accurate accounts of receipts and
        disbursements in books belonging to the Corporation;






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                (c) deposit all moneys and other valuables to the credit of the
        Corporation in such depositories as may be designated by the Board of
        Directors or pursuant to its direction;

                (d) receive, and give receipts for, moneys due and payable to
        the Corporation from any source whatsoever;

                (e) disburse the funds of the Corporation and supervise the
        investments of its funds, taking proper vouchers therefor;

                (f) render to the Board of Directors, whenever the Board of
        Directors may require, an account of the financial condition of the
        Corporation; and

                (g) in general, perform all duties incident to the office of
        Treasurer and such other duties as from time to time may be assigned to
        him by the Board of Directors.

        SECTION 8. Secretary. The Secretary shall

                (a) keep or cause to be kept in one or more books provided for
        the purpose, the minutes of all meetings of the Board of Directors, the
        committees of the Board of Directors and the shareholders;

                (b) see that all notices are duly given in accordance with the
        provisions of these By-Laws and as required by law;

                (c) be custodian of the records and the seal of the Corporation
        and affix and attest the seal to all certificates for shares of the
        Corporation (unless the seal of the Corporation on such certificates
        shall be a facsimile, as hereinafter provided) and affix and attest the
        seal to all other documents to be executed on behalf of the Corporation
        under its seal;

                (d) see that the books, reports, statements, certificates and
        other documents and records required by law to be kept and filed are
        properly kept and filed; and

                (e) in general, perform all duties incident to the office of
        Secretary and such other duties as from time to time may be assigned to
        him by the Board of Directors.

        SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

        SECTION 10. The Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the






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Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

        SECTION 11. Officers' Bonds or Other Security. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.

        SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE V

                                  Shares, etc.


        SECTION 1. Share Certificates. Each owner of shares of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a Vice-President
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent, or is registered by a
registrar (other than the Corporation or one of its employees), the signatures
of the Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such certificates may be
facsimiles, engraved or printed. In case any officer who shall have signed any
such certificate shall have ceased to be such officer before such certificate
shall be issued, it may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue. When
the Corporation is authorized to issue shares of more than one class there shall
be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the Corporation will furnish to any shareholder upon
request and without charge, a full statement of the designation, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued and, if the Corporation is authorized to issue any class of preferred
shares in series, the designation, relative rights, preferences and limitations
of each such series so far as the same have been fixed and the authority of the
Board of Directors to designate and fix the tentative rights, preferences and
limitations of other series.

        SECTION 2. Books of Account and Record of Shareholders. There shall be
kept correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, in the District of Columbia, or at the office of its transfer
agent, a record containing the names and addresses of all shareholders of the
Corporation, the number of shares held by each, and the dates when they became
the holders of record thereof.

        SECTION 3. Transfer of Shares. Transfers of shares of the Corporation
shall be made on the records of the Corporation only upon authorization by the
registered holder thereof, or by






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his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or with a transfer agent, and on surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all taxes thereon. The person
in whose name shares shall stand on the record of shareholders of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. Whenever any transfer of shares shall be made for collateral
security and not absolutely and written notice thereof shall be given to the
Secretary or to a transfer agent, such fact shall be noted on the records of the
Corporation.

        SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.

        SECTION 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.

        SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than fifty nor less than ten days before the date then
fixed for the holding of any meeting of the shareholders or before the last day
on which the consent or dissent of the shareholders may be effectively expressed
for any purpose without a meeting, as the time as of which the shareholders
entitled to notice of and to vote at such meeting or whose consent or dissent is
required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were shareholders of record of voting shares at
such time, and no others, shall be entitled to notice of and to vote at such
meeting or to express their consent or dissent, as the case may be. The Board of
Directors may fix, in advance, a date not more than fifty nor less than ten days
preceding the date fixed for the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of shares or other
securities, as the record date for the determination of the shareholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the shareholders of record at the time so fixed
shall be entitled to receive such dividend, distribution, allotment, rights or
interests.

        SECTION 7. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated. The Board of Directors may, in
its discretion, require such owner or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety or sureties as the Board of Directors in its absolute discretion
shall determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate, or the issuance of such new certificate.






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                                   ARTICLE VI

                                 Indemnification

            On the terms, to the extent, and subject to the conditions
prescribed by statute and by such rules and regulations, not inconsistent with
statute, as the Board of Directors may in its discretion impose in general or
particular cases or classes of cases, (a) the Corporation shall indemnify any
person made, or threatened to be made, a party to an action or proceeding, civil
or criminal, including an action by or in the right of any other corporation of
any type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action or proceeding, expenses incurred by such
person in defending such action or proceeding.

            On the terms, to the extent, and subject to the conditions
prescribed by statute and by such rules and regulations, not inconsistent with
statute, as the Board of Directors may in its discretion impose in general or
particular cases or classes of cases, (a) the Corporation shall indemnify any
person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation, against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action, or in connection
with an appeal therein, and (b) the Corporation may pay, in advance of final
disposition of any such action, expenses incurred by such person in defending
such action or proceeding.

                                   ARTICLE VII

                               General Provisions

        SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.

        SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.

        SECTION 3. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.






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        SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors.

        SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

        SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

        SECTION 7. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation, or to consent in writing
to any action by any such other corporation. In the event one or more attorneys
or agents are appointed, the Chairman of the Board or the President may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. The Chairman of the Board or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the premises.

                                  ARTICLE VIII

                                   Amendments

            These By-Laws may be amended or repealed or new By-Laws may be
adopted at any annual or special meeting of shareholders at which a quorum is
present or represented, by the vote of the holders of shares entitled to vote in
the election of directors provided that notice of the proposed amendment or
repeal or adoption of new By-Laws is contained in the notice of such meeting.
These By-Laws may also be amended or repealed or new By-Laws may be adopted by
the Board at any regular or special meeting of the Board of Directors. If any
By-Law regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of the shareholders for the election of directors the By-Law so
adopted, amended or repealed, together with a concise statement of the changes
made. By-Laws adopted by the Board of Directors may be amended or repealed by
the shareholders.








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