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                                                                    Exhibit 3.10
                             EAGLE & TAYLOR COMPANY

                                     BY-LAWS


                               ARTICLE I. Offices.

     1.1 Registered Office. The registered office of the Corporation in the
State of Delaware shall be located in the City of Wilmington, County of New
Castle and the Agent in charge thereof shall be The Corporation Trust Company.
The Corporation may also have offices at such other places within or without the
State of Delaware as the Board of Directors may from time to time appoint or as
the business of the Corporation may require.

     1.2 Principal Office. The principal office of the Corporation need not be
identical with the registered office, and may be changed f rom time to time as
the Board of Directors may determine.

                            ARTICLE II. Stockholders.

     2.1 Annual Meeting. The annual meeting of the Stockholders shall be held on
the first day of April in each year, commencing in 1997, at 10:00 o'clock A.M.
local time or on such other date and at such other times within any particular
calendar year as the Board of Directors may determine. If the day fixed for the
annual meeting shall be a legal holiday in the State of Delaware, such meeting
shall be held on the next succeeding business day. If the annual meeting has not
been held during a calendar year, any Stockholder may call such meeting by
following the procedure set forth in Section 2.2 hereof.

         At the annual meeting, the Stockholders shall elect Directors for the
ensuing year and may transact such other business as may properly come before
the meeting.

     2.2 Special Meetings. Special meetings of the Stockholders may be called at
any time by the Chief Executive Officer, or by the Board of Directors, or by the
Stockholders entitled to cast at least one-fifth (1/5) of the votes which all
Stockholders are entitled to cast at the particular meeting. Upon written
request of any person or persons who have duly called a special meeting, the
Secretary shall fix the date of the meeting to be held not more than sixty (60)
days after receipt of the request and give due notice thereof to the
Stockholders entitled to vote thereat. If the Secretary shall neglect or refuse
to fix such date or give such notice, the person or persons calling the meeting
may do so.

     2.3 Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual or special meeting of the Stockholders. If no designation is made by the
Board of Directors, the place of meeting shall be at the registered office of
the Corporation in the State of Delaware.

     2.4 Notice of Meeting. Written notice shall, unless otherwise provided by
statute, be given to Stockholders entitled to vote at the meeting who are
Stockholders as of the record date as provided in Section 2.6 hereof, not less
than ten (10) nor more than sixty (60) days
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before the date of the meeting, either personally or by sending a copy thereof
through the mail, or by telegram, charges prepaid, to the address of the
Stockholder appearing on the books of the Corporation, or supplied by the
Stockholder to the Corporation for the purpose of notice. Such notice shall
state the place, date and hour of the meeting. When required by these By-Laws or
by statute such notice shall also state the general nature of the business to be
transacted.

     2.5 Sufficiency of Notice. Any notice required hereunder shall be deemed to
have been given to the person entitled thereto (a) if sent by mail, when
deposited in the United States mail, post prepaid, or (b) when lodged with a
telegraph office for transmission with charges prepaid, or (c) when delivered
personally.

         Whenever notice is required to be given, a waiver thereof in writing 
signed by the person or persons entitled to such notice, whether signed before
or after the time stated, shall be deemed equivalent to the giving of such
notice. Attendance of a person at any meeting, either in person or by proxy,
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express and stated purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.

     2.6 Record Date. The Board of Directors may fix a record date for purposes
of determining the stockholders entitled to notice of or to vote at any meeting
of the stockholders or any adjournment thereof. That record date (i) may not
precede the date upon which the resolution fixing the record date is adopted,
and (ii) it can not be more than sixty days, nor less than ten days preceding
the meeting for which the record date is set.

         In the event that the Board of Directors is fixing a record date for
determining the stockholders entitled to consent to By-Laws corporate action in
writing without a meeting, the record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
shall not be more than ten days after the date upon which the resolution fixing
the record dated was so adopted.

         In order to determine the stockholders entitled to receive payment of 
any dividend or other distribution or allotment of any rights or the
stockholders 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 of Directors may fix a record date which shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not be more than sixty days prior to such action.

         If no record date is fixed:

         (a) The record date for determining the stockholders entitled
to notice of or to vote at any meeting of the stockholders or any adjournment
thereof 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; provided however, that
the Board of Directors may fix a new record date for an adjourned meeting.

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         (b) The record date for determining the stockholders entitled to 
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by Statute, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation or its agent having custody of the
corporate record book.

         (c) The record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when prior action
by the Board of Directors is required by Statute, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

         (d) The record date for determining the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     2.7 Voting List. The officer or agent having charge of the transfer book
for shares of the Corporation shall make and certify, at least ten (10) days
before each meeting of Stockholders, a complete list of the Stockholders
entitled to vote at the meeting or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each. The
list shall be kept on file for a period of at least ten (10) 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, if not so
specified, at the place where the meeting is to be held and shall be subject to
inspection by any Stockholder for any purpose germane to the meeting at any time
during usual business hours, and shall also be produced and kept open at the
time and place of the meeting, and shall be subject to the inspection of any
Stockholder during the whole time of the meeting. The original stock ledger
transfer book shall be prima facie evidence as to who are the Stockholders
entitled to examine such list or stock ledger or transfer books, or to vote, in
person or by proxy, at any meeting of the Stockholders.

     2.8 Quorum. Except as otherwise required by Law, the presence of
Stockholders, in person or by proxy, entitled to cast at least a majority of the
votes which all Common Stockholders (plus such other Stockholders who may from
time to time be entitled to vote with the holders of Common Shares) are entitled
to cast shall constitute a quorum. With respect to the consideration of an]_&
particular matter as to which the Stockholders of any class or series shall be
entitled to cast a vote separate from the vote of the Common Stockholders, the
presence of Stockholders, in person or by proxy, entitled to cast at least a
majority of the votes which all such class or series of Stockholders are
entitled to cast on such particular matter shall constitute a quorum of such
class or series of Stockholders for the purpose of considering such matters. The
Stockholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough Stockholders to
leave less than a quorum.

         If a meeting cannot be organized because a quorum has not attended, 
those

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present may adjourn the meeting to such time and place as they may determine.
When a meeting called for the election of Directors has been once adjourned
because a quorum had not attended, those Stockholders entitled to vote in the
election of Directors who attend the second of such adjourned meetings, although
less than a quorum as fixed in these By-Laws or in the Certificate on
Incorporation or by statute, shall nevertheless constitute a quorum for the
purpose of electing Directors.

     2.9  Acts of Stockholders. Unless a greater or different vote shall be
required as to a particular matter by the Certificate of Incorporation or by
these By-Laws or by applicable statute, an act authorized by the vote of a
majority of those Common Shares (plus, such other shares which may from time to
time be entitled to vote with the Common Shares) present in person or by proxy
at a duly organized meeting shall be the act of the Stockholders,

     2.10 Adjournment. Adjournment or adjournments at any annual or special
meeting may be taken as may be directed by a majority of votes cast by the
Stockholders present in person or by proxy entitled to cast the votes which the
Common Stockholders (plus such other Stockholders who shall at the time be
entitled to vote with the holders of Common Shares on the matters to be
considered at the meeting), may cast. When a meeting is adjourned, it shall not
be necessary to give any notice of the adjourned meeting other than by
announcement at the meeting at which such adjournment is taken. If the
adjournment is for more than thirty (30) 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.

     2.11 Proxies. At all meetings of Stockholders, a Stockholder entitled to
vote on a particular matter may vote in person or may authorize another person
or persons to act for him by proxy. Every proxy shall be executed in writing by
the Stockholder, or by his duly authorized attorney in fact. Such proxies shall
be filed with the Secretary of the Corporation before or at the time of the
meeting. A proxy, unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of the proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation. The Secretary may
treat any proxy delivered to him as valid, unless before the vote is counted or
the authority is exercised, written notice of any invalidity, together with such
supporting information as shall enable a judgment to be rendered, is given to
the Secretary.

     2.12 Voting Rights. Unless otherwise provided in the Certificate of
Incorporation or in a duly filed statement establishing the rights of classes or
series, only the holders of Common Stock shall be entitled to vote at a meeting
of the Stockholders, and every Stockholder having the right to vote shall be
entitled to one vote for every share of Common Stock standing in this name on
the books of the Corporation.

     2.13 Nomination of Directors. Nominations for election to the office of
Director at an annual or special meeting of Stockholders shall be made by the
Board of Directors, or by the Executive Committee, or by petition in writing
delivered to the Secretary of the

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Corporation not fewer than thirty-five (35) days prior to such Stockholders'
meeting, signed by the holders of at least one percent (1%) of the Stockholders'
shares entitled to be voted in the election of Directors. Unless nominations
shall have been made as aforesaid, they shall not be considered at such
Stockholders' meeting unless the number of persons nominated as aforesaid shall
be fewer than the number of persons to be elected to the office of Director at
such meeting, or unless persons duly nominated shall have failed to be elected
at such meeting and the persons elected as Directors shall be fewer than the
number of persons to be elected to the office of Director at such meeting, in
which events nominations may be made at the Stockholders' meeting by any person
entitled to vote in the election of directors.

     2.14 Election by Ballot. The election of Directors shall be by written
ballot.

     2.15 Judges of Election. In advance of any meeting of Stockholders, the
Board of Directors may appoint Judges of Election, who need not be Stockholders,
to act at such meeting or any adjournment thereof. The number of Judges shall be
one or three. The Judges of Election shall determine the number of shares
outstanding and the voting power of each; the shares represented at the meeting;
the existence of a quorum; the authenticity, validity and effect of proxies;
hear and determine all challenges and questions arising in connection with the
right to vote; receive, count and tabulate all votes or ballots, and determine
the results, and do such other acts as may be necessary and proper to conduct
the election or vote with fairness to all Stockholders. On request of the
Chairman of the Meeting, or of any Stockholder or his proxy, the Judges shall
make a report in writing of any challenge or question or matter determined by
them, and execute a certificate of any fact found by them. If there be three
Judges of Election, the decision, act or certificate of a majority shall be
effective in all respects as the decision and/or certificate of all. Any report
or certificate made by the Judges of Election shall be prima facie evidence of
the facts stated therein.

     2.16 Consent of Stockholders in Lieu of Meeting. Any action required to be
taken at any annual or special meeting of Stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of Stockholders,
may be taken without a meeting without prior notice and without a vote, if a
consent in writing setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and separately dated
at the time of signing by each such Stockholder. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those Stockholders who have not consented in writing.

     2.17 Cumulative Voting. At each election for Directors, every Stockholder
shall have one vote for each share of stock owned by such Stockholder, or, if
the certificate of incorporation so provides, to cumulate the vote of said
shares, and give one candidate as many votes as the number of directors
multiplied by the aggregate number of such Stockholder's votes shall equal, or
to distribute the votes on the same principle among as many candidates as the
Stockholder may see fit. The candidates receiving the highest number of votes,
up to the number of Directors to be elected, shall be elected.

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                         ARTICLE III. Board of Directors

     3.1 Number, Tenure and Qualifications. The business and affairs of the
Corporation shall be managed by its Board of Directors, one or more in number,
as may be determined by the Board of Directors from time to time, who shall be
natural persons of full age who need not be residents of the State of Delaware
and who need not be Stockholders in the Corporation. Each Director shall hold
office until the next succeeding annual meeting, or until his successor shall
have been elected and shall qualify.

     3.2 Powers and Authorization. In addition to the powers and authority by
these By-Laws expressly conferred, the Board of Directors may exercise all of
the powers of the Corporation and do all lawful acts not by statute or by the
Certificate or by those By-Laws directed or required to be exercised or done
only by the Shareholders. The Board shall have the power to delegate any of the
powers exercised or exercisable by the Board to any standing or special
committee, or to any officer or agent, or to appoint any person to be the agent
of the Corporation, with such powers, including the power to subdelegate, and
upon such terms as the Board shall deem appropriate.

     3.3 Meetings. Meetings of the Board of Directors shall be held at such
times and places, either within or without the State of Delaware, as may be
fixed by Resolution of the Board, or by the Chief Executive officer, or upon
written demand of any two Directors.

     3.4 Notice. Notice of a meeting of Directors or of any Committee of the
Board of Directors shall be delivered at least one day prior to such meeting by
oral, telegraphic or written notice. If mailed, such notice shall be deemed to
be delivered on the second day following the day deposited in the United States
mail, addressed to the Director at his business address, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered on the day the telegram is delivered prepaid to the telegraph company,
addressed to the Director at his business office. Notice of a meeting need only
state the place, day and hour of the said meeting.

          A Director may waive notice of any meeting in a writing signed either
before or after the time stated. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

     3.5  Quorum. A majority of the Directors then in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than such quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.

          Directors shall be deemed present at a meeting of the Board of
Directors if by means of conference telephone or similar communications
equipment all persons participating in the meeting can hear each other.


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          The act of the majority of these Directors voting at a meeting at 
which a quorum is present shall be the act of the Board of Directors.

     3.6  Unanimous Consent. Any action which may be taken at the meeting of the
Directors, or by action of the members of the Executive Committee or by the
members of any other committee appointed by the Board, may be taken without a
meeting, if a consent or consents in writing setting forth the action so taken
shall be signed by all of the Directors or the members of the committee, as the
case may be, and filed with the Secretary of the Corporation.

     3.7  Compensation. Directors as such need not receive any compensation for
their services. By Resolution of the Board, a stated salary may be fixed for the
Directors, or a fixed sum for and expenses of, attendance may be allowed for
attendance at each regular or special meeting of the Board. Nothing herein
contained shall be construed to preclude any Director from serving the
corporation as a member of a committee or an officer or in any other capacity
and receiving compensation therefor.

     3.8  Committees of the Board. The Board may, by Resolution adopted by a
majority of the whole Board, delegate two or more of its number to constitute an
Executive Committee, which, unless otherwise provided in such Resolution, shall
have and exercise the authority of the Board of Directors in the management of
the business and affairs of the Corporation. The Board may by Resolution adopted
by a majority of the whole Board delegate two or more of its members to act as a
committee to exercise all power and authority which the Board might exercise in
matters as to which the committee is authorized to act.

          The presence in person or as hereafter provided of one-half (1/2) of 
the members of the Executive Committee or any other Committee shall constitute a
quorum for the transaction of business at any meeting of such Committee, and the
act of a majority of those members of such Committee voting at a meeting at
which a quorum is present shall be the act of the Committee. Members of the
Executive Committee or any other Committee shall be deemed as being present at a
meeting of such Committee if by means of conference telephone or similar
communications equipment all persons participating in the meeting can hear each
other. 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 or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

     3.9  Removal of Directors. Any individual Director may be removed from
office with cause by the vote of Stockholders entitled to cast at least a
majority of the votes which all Stockholders would be entitled to cast at any
annual election of Directors; provided, however, that if the certificate of
incorporation provides for the cumulation of votes in the election of Directors,
such removal shall not occur if the votes of a sufficient number of shares are
cast against the Resolution for his removal which if cumulatively voted at an
annual meeting of Directors would be sufficient to elect one or more Directors.

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          The entire Board of Directors may be removed from office without 
assigning any cause by the vote of stockholders entitled to cast at least a
majority of the votes Stockholders would be entitled to cast at any annual
election of Directors.

     3.10 Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, shall be filled by a
majority vote of the remaining members of the Board though less than a quorum. A
Director elected to fill a vacancy shall be a Director until a successor is
elected by the Shareholders, who may make such election at the next annual
meeting Shareholders or any special meeting duly called for that purpose and
held prior thereto.

                              ARTICLE IV. Officers.

     4.1  Executive Officers. The Executive officers of the Corporation shall be
chosen by the Directors and shall be a Chief Executive officer, Secretary, and
Treasurer The Board of Directors may also choose a chairman of the Board, a
President, one or more Vice Presidents and such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall have
such authority and shall perform such duties as from time to time shall be
prescribed by the Board.

     4.2  Qualifications. Any number of offices may be held by the same person.
The Chief Executive officer, the President and the Vice President, if any, and
Secretary shall be natural persons of full age. The Treasurer, if a natural
person, shall be of full age. It shall not be necessary for the officers to be
Directors.

     4.3  Salaries. The salaries of the Chief Executive Officer, any Chairman of
the Board, President and Vice Presidents, the Secretary and the Treasurer of the
Corporation shall be fixed by the Board of Directors.

     4.4  Term of Office; Removal. The officers of the Corporation shall hold
office for one year and until their successors are chosen and qualify.

          Notwithstanding the foregoing, every officer and agent may be
removed at any time by the Board of Directors, without assigning any cause
therefor.

     4.5  Duties of the Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Stockholders and Directors at which he is
present. He shall advise the Chief Executive Officer and other officers of the
Corporation on matters of general policy and shall perform such other duties as
may be assigned to him from time to time by the Board of Directors.

     4.6  Duties of the Chief Executive Officer. The Chief Executive Officer of
the Corporation, in the absence of the Chairman of the Board, shall preside at
all meetings of the Stockholders and of the Board of Directors; he shall have
general and active management of the business of the Corporation, and shall see
that all orders and resolutions of the Board are carried into effect, subject,
however, to the right of the Directors to delegate any specific

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powers, except such as may be by statute exclusively conferred on the Chief
Executive Officer, to any other officer or officers of the Corporation. He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Corporation. He shall be ex-officio a member of all committees, and shall
have the general powers and duties of supervision and management usually vested
in the office of President of a corporation. He shall have the power to appoint
and discharge, subject to the approval of the Directors, employees and agents of
the Corporation and fix their compensation, make and sign contracts and
agreements in the name and behalf of the Corporation and while the Directors and
Executive Committee are not in session, he shall have general management and
control of the business and affairs of the Corporation; he shall see that the
books, reports, statements and certificates required by the statute under which
the Corporation is organized or any other laws applicable thereto are properly
kept, made, and filed according to law; he shall generally do and perform all
acts incident to the office of President of a corporation, or which are
authorized or required by law.

     4.7  Duties of the President. He shall advise the Chief Executive Officer
and other officers of the Corporation on matters of general policy and shall
perform such other duties as may be assigned to him from time to time by the
Chief Executive officer and the Board of Directors.

     4.8  Duties of Vice Presidents. Any Vice Presidents chosen by the Board
shall be executive officers of the Corporation who shall assist the Chairman of
the Board and the Chief Executive Officer and have such powers and duties as may
be assigned from time to time by resolution of the Board of Directors, the Chief
Executive officer or Chairman of the Board. The Board of Directors may elect a
senior Vice President to assist the Chairman of the Board and Chief Executive
officer in carrying out their duties, in supervising the activities and
personnel of the Corporation, and generally to perform such functions as may be
designated by the Chief Executive Officer, and the Chairman of the Board.

     4.9  Duties of Secretary. The Secretary shall attend all sessions of the
Board and all meetings of the Stockholders and act as clerk thereof, and record
all the votes of the Corporation and the minutes of all its transactions in a
book to be kept for that purpose; and shall perform like duties for all
committees of the Board of Directors when required. He shall give, or cause to
be given, notice of all meetings of the Stockholders and the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or Chief Executive Officer, and under whose supervision he shall be.
He shall keep in safe custody the corporate seal of the Corporation, and when
authorized by the Board or Chief Executive officer affix the same to any
instrument requiring it.

     4.10 Duties of Assistant Secretary. In the absence of the Secretary or when
the Board of Directors or Chief Executive officer determines that it would be
inconvenient for the Secretary to carry out his duties, the Assistant Secretary
shall perform the duties of the Secretary, as directed by the Board of Directors
or Chief Executive officer.

     4.11 Duties of the Treasurer. The Treasurer shall have the custody of all
funds, securities, evidences of an indebtedness and other valuable documents of
the Corporation; he

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shall receive and give or cause to be given receipts and acquittances for money
paid in on account of the Corporation and shall pay out of the funds on hand all
just debts of the Corporation of whatever nature upon maturity of the same; he
shall enter or cause to be entered in the books of the Corporation to be kept
for that purpose full and accurate accounts of all monies received and paid out
on account of the Corporation and, whenever required by the Chief Executive
officer or the Directors, he shall render to the Chief Executive Officer and
Board of Directors, at the regular meetings of the Board, or whenever they may
require it, a statement of his cash accounts and an account of all his
transactions as Treasurer and of the financial condition of the Corporation; he
shall keep or cause to be kept such other books as will show a true record of
the expenses, losses, gains, assets and liabilities of the corporation; he
shall, unless otherwise determined by the Directors, have charge of the original
stock books, transfer books and stock ledgers and act as transfer agent in
respect to the stock securities of the Corporation; and he shall perform all the
other duties incident to the office of Treasurer of a corporation. He shall give
the Corporation a bond for the faithful discharge of his duties in such amount
and with such surety as the Board shall prescribe.

     4.12 Vacancies. If the office of any officer or agent, one or more, becomes
vacant for any reason, the Board of Directors may choose a successor or
successors, who shall hold office at the pleasure of the Board.

                           ARTICLE V. Indemnification.

          Each person who is, has been, or shall hereafter be, a director or
officer of the Corporation, or who is serving, may have served, or shall serve
at its request as a director or officer of another corporation, shall be
indemnified by the Corporation to the fullest extent to which indemnification is
permitted by subsections (a) through (i) of Section 145 of the Delaware General
Corporation Law.

          The foregoing rights of indemnification shall inure to the personal
representatives of such persons, and shall benefit of the be in addition to any
other rights to which any such persons may be entitled to at law or agreement or
otherwise.

                  ARTICLE VI. Corporate Records and Statement.

     6.1  Records There shall be kept by the Corporation, either within or
without the State of Delaware, a record of the proceedings of the Stockholders
and of the Directors, and its By-Laws, including all amendments or alterations
thereto to date. An original or duplicate share register shall be kept at either
the registered office, or at the office of its transfer agent or registrar,
giving the names of the Stockholders, their respective addresses, and the number
and classes of shares held by each. The Corporation shall also keep appropriate,
complete and accurate books or records of account, which may be kept at its
registered office, or its principal place of business.

     6.2  Annual Statement. The Chief Executive Officer and Board of Directors
shall present at each annual meeting of Stockholders such statement of the
business and affairs of

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the Corporation for the preceding year as they shall deem appropriate. Upon
written request of any Stockholder, the Corporation shall mail to such
Stockholder its balance sheet as at the end of the preceding fiscal year, and
its profit and loss statements for such fiscal year. Such statements shall be
prepared and presented in whatever manner the Board of Directors shall deem
advisable and need not be verified by a Certified Public Accountant.

            ARTICLE VII. Share Certificates, Transfer of Stock, Etc.

     7.1  Issuance. The Board of Directors shall have the power, by Resolution
duly adopted, to issue from time to time, in whole or in part, the kinds or
classes of shares authorized in the Certificate of Incorporation.

          Share certificates shall bear the signature of the Chairman,
the Vice Chairman, the President or any Vice President, and the Secretary, any
Assistant Secretary, the Treasurer or any Assistant Treasurer, and the corporate
seal, which may be a facsimile, engraved or printed. Where such certificate is
signed by a transfer agent or a registrar, the signature of such officers upon
such certificate may be a facsimile, engraved or printed.

     7.2  Transfers of Shares. Transfer of shares shall be made on the books of
the Corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in writing.
No transfer need be made inconsistent with the provisions of the Uniform
Commercial Code or other applicable Federal, State or Local Law.

          No transfer or assignment shall affect the right of the Corporation to
pay any dividend due upon the stock, or to treat the registered holder as the
holder in fact, until such transfer or assignment is registered on the books of
this Corporation.

     7.3  Absolute Owner. The Corporation shall be entitled to treat the
registered holder of any shares of the Corporation as the absolute owner
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to, or interest in, such share, on the part of any other person, whether
or not the Corporation shall have express or other notice thereof.

     7.4  Lost, Destroyed or Mutilated Certificates. In the event that a share
certificate shall be lost, destroyed or mutilated, a new certificate may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

                     ARTICLE VIII. Miscellaneous Provisions.

     8.1  Signatures on Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

     8.2  Securities of Other Corporations. The Chief Executive Officer, or the
Secretary, shall have full power to vote, appoint proxies, or otherwise perform
any act as a

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<PAGE>   12
Stockholder with respect to any shares or other securities of any Corporation
owned by this corporation, including the power to sell, convert, exchange,
pledge or encumber such securities.

     8.3  Fiscal Year. The fiscal year shall be such date as shall be determined
by the Board of Directors.

                             ARTICLE IX. Amendments.

     9.1  These By-Laws may be altered, amended or repealed by a majority of the
members of the Board of Directors, or by a majority of those Common Shares (plus
such other shares as may then be entitled to vote with the Common Shares)
present in person or by proxy at any regular or special meeting duly organized.


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