AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                             SWISS ARMY BRANDS, INC.
                            (a Delaware Corporation)
         As of February 15, 1995 as further amended as of March 1, 2001


                                   ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section  1.  Time  and  Place.  All  meetings  of the  stockholders  of the
Corporation  shall  be held at such  place,  within  or  without  the  State  of
Delaware, and at such time as shall be designated from time to time by the Board
and  stated in the notice of  meeting,  or in a duly  executed  waiver of notice
thereof.

     Section 2. Annual Meeting. The annual meeting shall be held on the date and
at the time fixed,  from time to time,  by the Board,  provided,  that the first
annual  meeting  shall  be held  on a date  within  thirteen  months  after  the
organization of the  Corporation,  and each  successive  annual meeting shall be
held on a date within  thirteen  months after the date of the  preceding  annual
meeting.  At each annual meeting the stockholders  shall elect a Board and shall
transact  such other  business as may  properly be brought  before the  meeting.
Elections of Directors need not be by written ballot. Written notice stating the
place,  date and hour of the annual  meeting shall be given to each  stockholder
entitled  to vote at such  meeting,  not less than ten nor more than  fifty days
before the date of the meeting unless the lapse of the prescribed period of time
shall have been waived.

     Section 3. Special Meetings. Special meetings of the stockholders,  for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
Corporation's Certificate of Incorporation,  may be called by the President, and
shall be called by the  President  or  Secretary  at the request in writing by a
majority  of the Board,  or at the  request in  writing of  stockholders  owning
twenty  percent  of the  entire  capital  stock of the  Corporation  issued  and
outstanding  and  entitled  to vote.  Such  request  shall  state the purpose or
purposes  of the  proposed  meeting.  Written  notice  of a special  meeting  of
stockholders,  stating the place,  date and hour of the meeting,  the purpose or
purposes  for which the meeting is called,  and by or at whose  direction  it is
being  issued  shall  be  given  to each  stockholder  entitled  to vote at such
meeting,  not less  than ten nor more than  fifty  days  before  the date of the
meeting  unless  the  lapse of the  prescribed  period of time  shall  have been
waived.

     Section 4. Quorum and Voting. Each stockholder shall, at any meeting of the
stockholders,  be entitled to one vote, in person or by proxy, for each share of
the capital stock having voting power held by such  stockholder  and,  except as
otherwise provided by the certificate of incorporation,  or by operation of law,
the  presence  and  affirmative  vote of a majority of the holders of all of the
stock) of the  Corporation  issued and outstanding and entitled to vote thereat,
in person or  represented  by proxy,  shall be necessary and shall  constitute a
quorum for the transaction of business and the valid action of the  stockholders
at all  meetings  of the  stockholders.  If however,  such  quorum  shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
power to  adjourn  the  meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum shall be present or represented.  At
such  adjourned  meeting at which a quorum shall be present or  represented  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  If the  adjournment  is for more than thirty days,  or if,
after the adjournment,  a new record date is fixed for the adjourned  meeting, a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

     Section  5.  Proxies.  Every  proxy  must be  executed  in  writing  by the
stockholder  or  his  attorney-in-fact.  No  proxy  shall  be  valid  after  the
expiration of three years from the date thereof,  unless  otherwise  provided in
the proxy.  Every proxy shall be revocable  at the  pleasure of the  stockholder
executing it, except in those cases where an  irrevocable  proxy is permitted by
law.

     Section  6.  Consents.  Whenever,  by any  provision  of law,  the  vote of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate  action,  the meeting (and notice thereof) and the
vote of stockholders  may be dispensed with it the holders of outstanding  stock
having not less than the minimum  number of votes  necessary to  authorize  such
action at a meeting at which all shares  entitled to vote  thereon  were present
and  voted,  if such a meeting  were  held,  shall  consent  in  writing to such
corporate  action being taken.  Prompt notice shall be given to all stockholders
of the taking of corporate  action  without a meeting and by less than unanimous
written consent.

     Section 7. List of  Stockholders.  The  officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting,  arranged in  alphabetical  order,  and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, it not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

     Section 8. Record Date.  In order that the  corporation  may  determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board may fix, in advance,  a record date, which shall
not be more than sixty nor less than ten days  before the date of such  meeting,
nor more than sixty days prior to any other action.  If no record date is fixed,
the record date for the  determination of stockholders  entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next  preceding the day on which the meeting is
held; the record date for determining  stockholders  for any other purpose shall
be at the close of business on the day on which the Board adopts the  resolution
relating  thereto.  A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting;  provided,  however,  that the Board may fix a new record  date for the
adjourned meeting.

                                   ARTICLE II
                                    DIRECTORS

     Section 1.  Number.  The Board of  Directors  shall  consist of one or more
members. The number of directors shall be fixed by the Board of Directors.

     Section 2. Election and Tenure of Directors.  Directors shall be elected at
the annual meetings of the stockholders, except as provided in Section 4 of this
Article,  and each  Director  elected  shall hold  office  until the next annual
meeting and his successor is elected and qualified, subject to the provisions of
Section 3 of this Article.  Directors need not be stockholders,  citizens of the
United States, or residents of the State of Delaware.

     Section 3. Resignation;  Removal.  Any director may resign at any time. Any
or all of the Directors may be removed,  with or without  cause,  at any time by
the vote of the stockholders entitled to vote for the election of Directors at a
special  meeting called for such purpose.  Any Director may be removed for cause
by the action of the Board.

     Section 4.  Vacancies.  If any vacancy occurs in the Board by reason of the
death, resignation,  retirement,  disqualification or removal from office of any
Director (with or without cause), or if any new  directorships are created,  the
directors then in office shall choose a successor or  successors,  or shall fill
the newly created directorships (as the case may be) and the Directors so chosen
shall hold office until the next annual  meeting and until their  successors are
duly elected and qualified,  unless sooner displaced.  If there are no Directors
in office,  then an election of Directors may be held in the manner  provided by
statute.  If,  at  the  time  of  filling  any  vacancy  or  any  newly  created
directorship, the Directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase),  the
Court of Chancery may,  upon  application  of any  stockholder  or  stockholders
holding  at  least  ten  percent  of the  total  number  of  shares  at the time
outstanding  having  the right to vote for such  Directors,  summarily  order an
election to be held to fill any such  vacancies or newly created  directorships,
or to replace the Directors chosen by the Directors then in office.

     Section 5. Management of Business. The business of the Corporation shall be
managed by its Board,  which may exercise all such powers of the Corporation and
do all such lawful  acts and things as are not by statute or by the  certificate
of  incorporation  or by these  By-Laws  directed or required to be exercised or
done by the stockholders.

                                  ARTICLE III
                              MEETINGS OF THE BOARD

     Section 1. Place.  The Board of the  Corporation  may hold  meetings,  both
regular and special, either within or without the State of Delaware.

     Section 2. First  Meeting.  The first  meeting of each newly  elected Board
shall be held at such time and place as shall be announced at the annual meeting
of  stockholders,  and no further  notice of such  meeting to the newly  elected
Directors  shall be necessary  in order to  constitute  the meeting,  provided a
quorum shall be present. In the event of the failure to so announce the time and
place of such meeting, or in the event that such meeting is not held at the time
and place so announced,  the meeting may be held at such time and place as shall
be specified in a notice-given as hereinafter  provided for special  meetings of
the Board, or as shall be specified in a duly executed waiver of notice thereof.

     Section 3.  Regular  Meetings.  Regular  meetings  of the Board may be held
without  notice  at such  time and at such  place as shall  from time to time be
determined by the Board.

     Section 4. Special Meetings. Special Meetings of the Board may be called by
the President on one business  days notice to each  Director.  Special  meetings
shall be called by the  President or Secretary in like manner and on like notice
on the written request of two Directors.

     Section 5. Quorum and Voting.
     (a) Except as provided by the  Corporation's  Certificate of Incorporation,
these  By-Laws  or by  operation  of law,  the  presence  of a  majority  of the
Directors  then in office  shall be  necessary  to  constitute  a quorum for the
transaction of business at all meetings of the Board and the affirmative vote of
a majority of the Directors  present at a meeting of the Board at which a quorum
is present shall be necessary to constitute the valid action of the Board.

     (b) If a quorum  shall not be  present at any  meeting  of the  Board,  the
Directors  present  thereat may adjourn the meeting  from time to time,  without
notice  other  than an  announcement  at the  meeting,  until a quorum  shall be
present.

     Section 6.  Consents.  Unless  otherwise  restricted by the  certificate of
incorporation or these By-Laws,  any action required or permitted to be taken at
any  meeting of the Board or of any  committee  thereof  may be taken  without a
meeting,  if all members of the Board or Committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or Committee.

     Section 7. Electronic  Communication.  Any one or more members of the Board
of Directors,  or any committee  thereof,  may  participate in a meeting of such
Board or 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
                             COMMITTEES OF THE BOARD

     Section 1. Designation. The Board by resolution passed by a majority of the
whole Board, may designate from among its members one or more  committees,  each
consisting of one or more Directors of the Corporation.  The Board may designate
one or more Directors as alternate members of any committee, who may replace any
absent  or  disqualified  member  at any  meeting  of the  committee.  Any  such
committee, to the extent provided in the resolution, shall have and may exercise
the powers of the Board in the  management  of the  business  and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which  may  require  it;  provided,  however,  that  in the  absence  or
disqualification  of any member of such committee or  committees,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they  constitute a quorum,  may  unanimously  appoint  another
member of the  Board to act at the  meeting  in the place of any such  absent or
disqualified member.

     Section 2. Minutes;  Tenure.  Each committee  shall keep regular minutes of
its  meetings  and report the same to the Board when  required.  Each  committee
shall serve at the pleasure of the Board.

                                   ARTICLE V
                            COMPENSATION OF DIRECTORS

     Directors,  as such, may be paid their  expenses,  if any, of attendance at
each  meeting  of the Board and may be paid a fixed sum for  attendance  at each
meeting  of the Board or a stated  salary as  Director.  No such  payment  shall
preclude any Director  from serving the  Corporation  in any other  capacity and
receiving compensation  therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                   ARTICLE VI
                                     NOTICES

     Section 1. Form;  Delivery.  Notices to Directors and stockholders shall be
in writing and may be delivered  personally  or by mail or  telegram.  Notice by
mail shall be deemed to be given at the time when  deposited  in the post office
or a letter box, in a post-paid  sealed  wrapper,  and addressed to Directors or
stockholders at their addresses appearing on the records of the Corporation.

     Section  2.  Waiver.  Whenever  any notice is  required  to be given by any
statute, the certificate of incorporation, or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, should be deemed equivalent to such notice. In
addition,  any  shareholder  attending a meeting of stockholders in person or by
proxy  without  protesting  prior to the  conclusion  of the meeting the lack of
notice  thereunder  to him, and any  Directors  attending a meeting of the Board
without protesting prior to the meeting or its commencement such lack of notice,
shall be conclusively deemed to have waived such notice of such meeting.

                                  ARTICLE VII
                                    OFFICERS

     Section 1. Offices;  Election;  and Tenure. The officers of the Corporation
shall be chosen by the Board and shall be a Chairman of the Board, a Chairman of
the Executive Committee, a President, a Secretary and a Treasurer. The Board may
also choose a  Vice-President,  additional  Vice-Presidents,  a Senior  Managing
Director,  a  Managing  Director  and  one or  more  Assistant  Secretaries  and
Assistant Treasurers.  Any number of offices may be held by the same person. The
Board at its first  meeting  after each  annual  meeting of  stockholders  shall
choose a Chairman of the Board,  a President,  a Secretary and a Treasurer,  and
the Board may appoint such other officers and agents as its shall deem necessary
who shall hold their  offices for such terms and shall  exercise such powers and
perform such duties as shall be determined from time to time by the Board.

     Section 2.  Resignation;  Removal.  Any or all of the  officers  elected or
appointed  by the Board may be  removed by the Board at any time with or without
cause and any officer may resign at any time upon written notice.

     Section 3. Vacancies. If an office becomes vacant for any reason, the Board
shall fill such  vacancy.  Any  officer so elected by the Board  shall have only
until  such time as the  unexpired  term of his or her  predecessor  shall  have
expired unless re-elected by the Board.

     Section  4.   Compensation.   The  compensation  of  each  officer  of  the
Corporation  shall be fixed by the Board,  and the  compensation of agents shall
either be so fixed or shall be fixed by officers thereunto duly authorized.

     Section 5. The  Chairman  of the Board.  The  Chairman  of the Board  shall
(i) preside  at all meetings of the  stockholders  and  directors at which he is
present,  (ii) be the Chief Executive  Officer of the  Corporation  with general
powers  and  duties  of  supervision  and  management  of  the  Corporation  and
(iii) exercise  such other  powers and duties as shall be  assigned  to him from
time to time by the Board of Directors.

     Section 6. Chairman of Executive  Committee.  The Chairman of the Executive
Committee shall preside at all meetings of the Executive  Committee of the Board
of Directors of the  Corporation  at which he is present and shall  perform such
other  duties  as may  from  time to time be  assigned  to him by the  Board  of
Directors  but,  in the  absence of such  assignment,  shall  have no  executive
duties.

     Section 7. Senior Managing Director.  The Senior Managing Director, if any,
shall  perform such duties as may,  from time to time, be assigned to him by the
Board of Directors.

     Section 8. Managing Director.  The Managing Director, if any, shall perform
such  duties  as may  from  time to  time be  assigned  to him by the  Board  of
Directors.

     Section  9. The  President.  The  President  shall be the  chief  operating
officer of the Corporation and shall perform such duties as shall be assigned to
him from time to time by the Board of Directors or the Chairman of the Board.

     Section 10.  Vice-Presidents.  The  Vice-President,  if any, or if there be
more than one,  the  Vice-Presidents  in the order of their  seniority or in any
other order determined by the Board,  shall, in the absence or disability of the
President,  perform the duties and  exercise  the powers of the  President,  and
shall generally  assist the President and perform such other duties as the Board
or the President shall prescribe.

     Section 11. The Secretary.  The Secretary  shall attend all meetings of the
Board and all meetings of the  stockholders and record all votes and the minutes
of all  proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He or she shall give, or cause
to be given,  notice o all meetings of the  stockholders and special meetings of
the Board, and shall perform such other duties as may be prescribed by the Board
or President,  under whose supervision he or she shall act. He or she shall keep
in safe custody the seal of the  Corporation  and, when authorized by the Board,
affix the same to any instrument  requiring it and, when so affixed, it shall be
attested by his or her  signature  or by the  signature  of the  Treasurer or an
Assistant Secretary or Assistant Treasurer. He or she shall keep in safe custody
the certificate  books and stockholder  records and such other books and records
as the Board may direct  and shall  perform  all other  duties  incident  to the
office of Secretary.

     Section 12. Assistant Secretaries.  The Assistant Secretary,  if any, or if
there be more than one, the Assistant  Secretaries,  in order of their seniority
or in any  other  order  determined  by the  Board  shall,  in  the  absence  or
disability of the  Secretary,  perform the duties and exercise the powers of the
Secretary  and shall  perform  such other  duties as the Board or the  President
shall prescribe.

     Section 13. The Treasurer. The Treasurer shall have the care and custody of
the corporate funds, and other valuable effects, including securities, and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the  Corporation  and shall deposit all moneys and other valuable  effects in
the name and to the credit of the  Corporation  in such  depositories  as may be
designated  by  the  Board.  The  Treasurer  shall  disburse  the  funds  of the
Corporation  as may be ordered by the Board,  taking  proper  vouchers  for such
disbursements,  and shall render to the President and Directors,  at the regular
meetings of the Board, or whenever they may require it, an account of all of his
or  her  transactions  as  Treasurer  and  of  the  financial  condition  of the
Corporation.  If required by the Board, the Treasurer shall give the Corporation
a bond for such term,  in such sum and with such  surety or sureties as shall be
satisfactory  to the Board for the faithful  performance of the duties of his or
her office and for the  restoration  to the  Corporation,  in case of his or her
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other property of whatever kind in his or her possession or
under his or her control belonging to the Corporation.

     Section 14. Assistant  Treasurers.  The Assistant Treasurer,  if any, or if
there be more than one, the Assistant Treasurers in the order of their seniority
or in any  other  order  determined  by the  Board,  shall,  in the  absence  or
disability  of the  Treasurer,  perform the duties and exercise the power of the
Treasurer  and shall  perform  such other  duties as the Board or the  President
shall prescribe.

                                  ARTICLE VIII
                               SHARE CERTIFICATES

     Section 1. Form;  Signature.  The certificates for share of the Corporation
shall be in such form as shall be  determined by the Board and shall be numbered
consecutively  and entered in the books of the  Corporation  as they are issued.
Each certificate  shall exhibit the registered  holder's name and the number and
class of shares,  and shall be signed by the  President and (a) the Treasurer or
an Assistant Treasurer or (b) the Secretary or an Assistant Secretary, and shall
bear  the  seal of the  Corporation  or a  facsimile  thereof.  Where  any  such
certificate is  countersigned by a transfer agent, or registered by a registrar,
the  signature  of any such  officer may be a facsimile  signature.  In case any
officer, transfer agent or registrar who signed, or whose facsimile signature or
signatures  were  placed on any such  certificate  shall have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued, it may,
nevertheless,  be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

     Section 2. Lost Certificates.  The Board may direct a new share certificate
or  certificates  to be  issued  in place  of any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the  stockholder  of the lost or
destroyed certificate or his or her legal representative.  When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his or her legal representative, to
give the  Corporation  a bond in such sum as it may direct as indemnity  against
any  claim  that  may be  made  against  the  Corporation  with  respect  to the
certificate alleged to have been lost or destroyed.

     Section 3.  Registration of Transfer.  Upon compliance with provisions,  if
any,  restricting  the  transfer or  resignation  of transfer of shares and upon
surrender to the  Corporation  or any  transfer  agent of the  Corporation  of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  or authority to transfer and the payment of any and all
taxes due  thereon,  it shall be the duty of the  Corporation  or such  transfer
agent to issue a new certificate to the person entitled thereto,  cancel the old
certificate and record the transaction upon its books.

     Section 4. Registered  Stockholders.  Except as otherwise  provided by law,
the  Corporation  shall be entitled to recognize the exclusive right of a person
registered  on its books as the owner of shares to  receive  dividends  or other
distributions,  and to vote as such  owner,  and to hold  liable  for  calls and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or legal claim to or interest in such
share or shares on the part of any other person.

     Section 5. Notations on  Certificates.  Whenever the  Corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class of stock, and whenever the Corporation shall issue any shares of its stock
as partly paid stock, the certificates  representing shares of any such class or
series or of any such partly paid stock shall set forth  thereon the  statements
prescribed  by the  General  Corporation  Law  of the  State  of  Delaware.  Any
restrictions  on the transfer or registration of transfer of any shares of stock
of any  class  or  series  shall  be  noted  conspicuously  on  the  certificate
representing such shares.

     Section 6. Fractional Share  Interests.  The Corporation may, but shall not
be required to, issue  fractions of a share. In lieu thereof it shall either pay
in cash the fair value of fractions of a share,  as determined by the Board,  to
those  entitled  thereto or issue scrip or fractional  warrants in registered or
bearer  form  over the  manual  or  facsimile  signature  of an  officer  of the
Corporation or of its agent,  exchangeable as therein  provided for full shares,
but such scrip or fractional warrants shall not entitle the holder to any rights
of a stockholder except as therein provided.  Such scrip or fractional  warrants
may be issued  subject to the  condition  that the same shall become void if not
exchanged for certificates  representing full shares of stock before a specified
date, or subject to the condition  that the shares of stock for which such scrip
or fractional  warrants are  exchangeable may be sold by the Corporation and the
proceeds  thereof  distributed  to the  holders  of  such  scrip  or  fractional
warrants, or subject to any other conditions which the Board may determine.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     Section 1.  Dividends.  Subject to the  provisions  of the  certificate  of
incorporation,  dividends upon the capital stock of the Corporation, if any, may
be declared by the Board at any regular or special meeting,  pursuant to law and
may be paid in cash,  in  property,  or in  shares of the  capital  stock of the
Corporation.

     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 Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purpose  as  the  Directors  shall  think  conducive  to  the  interest  of  the
Corporation,  and the  Directors  may modify or abolish any such  reserve in the
manner in which it was created.

     Section 3. Checks,  etc. All checks or demands for money and notes or other
instruments  evidencing  indebtedness or obligations of the Corporation shall be
signed by such  officer or officers or such other person or persons as the Board
may from time to time designate.

     Section 4. Fiscal Year. The fiscal year of the  Corporation  shall,  unless
otherwise  fixed by resolution of the Board of Directors,  commence on the first
day of January of each year.

     Section 5. Seal. The corporate  seal shall have inscribed  thereon the name
of the  Corporation,  the year of its organization and the words "Corporate Seal
Delaware".  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE X
                                   AMENDMENTS

     These  By-Laws  may be  altered,  amended or repealed or new By-Laws may be
adopted:  (1) by the  stockholders at any regular meeting of the stockholders or
at any  special  meeting  of the  stockholders  if  notice  of such  alteration,
amendment,  repeal or adoption of new By-Laws is contained in the notice of such
special  meeting,  or (2) by the Board at any regular meeting of the Board or at
any  special  meeting of the Board if notice of such  alteration,  amendment  or
adoption of new By-Laws is contained in the notice of such meeting.

                                   ARTICLE XI
                                 INDEMNIFICATION

     Section 1. Right to  Indemnification.  (i) Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director or officer
of the  Corporation,  including  service with respect to employee benefit plans,
whether the basis of such  proceeding is alleged action in an official  capacity
as a director, officer, employee or agent or in any other capacity while serving
as a  director,  officer,  employee  or  agent,  shall be  indemnified  and held
harmless by the  Corporation  to the fullest  extent  authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation  to  provide  broader  indemnification  rights  than  said  law
permitted  the  Corporation  to provide  prior to such  amendment),  against all
expense, liability and loss (including attorneys' fees, judgments,  fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection  therewith and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors and  administrators,  and (ii) the  Corporation may indemnify and hold
harmless in such  manner any person who was or is made a party or is  threatened
to be made a party to a  proceeding  by  reason  of the fact  that he,  she or a
person of whom he or she is the legal  representative,  is or was serving at the
request of the Corporation as a director,  officer, employee or agent of another
corporation  or  a  partnership,  joint  venture,  trust  or  other  enterprise;
provided,  however, that except as provided in Section 3 hereof, the Corporation
shall  indemnify any such person seeking  indemnification  in connection  with a
proceeding  (or part thereof)  initiated by such person only if such  proceeding
(or part thereof) was  authorized by the board of directors of the  Corporation.
In the event a director or officer of the Corporation shall serve as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise in which the Corporation maintains an investment it shall be
conclusively  presumed  for  purposes  of the  indemnification  provided  for in
subsection  (ii) above that such service has been  undertaken  at the request of
the  Corporation.  The foregoing  presumption  shall apply regardless of whether
such  director or officer is serving such entity at the request of a third party
or  that  his or her  service  with  such  entity  was  commenced  prior  to the
effectiveness  of this Article of the Certificate of  Incorporation  or prior to
his or her  becoming  an officer or director  of the  Corporation.  The right to
indemnification conferred in this subsection (i) above shall be a contract right
based upon an offer from the Corporation which shall be deemed to be accepted by
such person's  service or continued  service with the Corporation for any period
after the adoption of this Article of the By-Laws and shall include the right to
be  paid  by the  Corporation  the  expenses  incurred  in  defending  any  such
proceeding in advance of its final disposition;  provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses incurred
by a director or officer in his or her  capacity  as a director or officer  (and
not in any other  capacity  in which  service  was or is rendered by such person
while a  director  or  officer,  including,  without  limitation,  service to an
employee  benefit  plan) in advance of the final  disposition  of a  proceeding,
shall be made only upon delivery to the Corporation of an undertaking,  by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined  that such  director or officer is not entitled to be
indemnified  under this Section or otherwise.  The Corporation may, by action of
its Board of Directors,  provide  indemnification  to employees or agents of the
Corporation with the same scope and effect as the foregoing  indemnification  of
directors and officers.

     Section 2. Right of  Claimant to Bring  Suit.  If a claim under  subsection
2(i) of this Article is not paid in full by the  Corporation  within thirty days
after a written claim has been received by the Corporation,  the claimant may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim and, if successful in whole or in part,  the claimant  shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the  Corporation)  that the  claimant  has not met the  standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders),  that  the  claimant  has not met  such  applicable  standard  of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.

     Section 3.  Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter  acquire under any statute,  provision of
the Certificate of  Incorporation,  By-Law,  agreement,  vote of stockholders or
disinterested directors or otherwise.

     Section 4.  Insurance.  The  Corporation  may  maintain  insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware Corporation Law.