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                                   EXHIBIT 3.2



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                       KREISLER MANUFACTURING CORPORATION

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                                     BYLAWS

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                                    ARTICLE I

                                CORPORATE OFFICES

         Section 1. Registered Office. The registered office shall be in the
State of Delaware, 229 South State Street, City of Dover, County of Kent. The
name of the registered agent of the corporation at such location is
Prentice-Hall Corporation System, Inc.

         Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders shall be
held at any place, within or outside the State of Delaware, designated by the
Board of Directors. In the absence of any such designation, stockholders
meetings shall be held at the registered office of the corporation.

         Section 2. Annual Meeting. An annual meeting of stockholders shall be
held each year on a date and at a time designated by the board of directors. At
the meeting, directors shall be elected and any other proper business may be
transacted.

         Section 3. Special Meeting. A special meeting of the stockholders may
be called at any time by the board of directors, or by the chairman of the
board, or by the president, or by one or more stockholders entitled

to cast at least a majority of the votes which all shareholders are entitled
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to cast at the particular meeting. If a special meeting is called by any person
or persons other than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the business
proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, the president, any vice president or the secretary of the
corporation. No business may be transacted at such special meeting otherwise
than as specified in such notice. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in accordance
with the provisions of Section 4 and Section 5 of this Article II, that a
meeting will be held at the time requested by the person or persons who called
the meeting, not less than thirty-five nor more than sixty days after the
receipt of the request. If the notice is not given within twenty (20) days after
the receipt of the request, the person or persons who called the meeting may
give the notice. Nothing contained in this Section 3 shall be construed as
limiting, fixing or affecting the time when a meeting of stockholders called by
action of the board of directors may be held.

         Section 4. Notice of Stockholders' Meeting. All notices of meetings
with stockholders shall be in writing and shall be sent or otherwise given in
accordance with Section 5 of this Article II, not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at the meeting. The notice shall specify the place, date, and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.

         Section 5. Manner of Giving Notice; Affidavit of Notice. Written notice
of any meeting of stockholders, if mailed, is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation. An affidavit of the secretary or an
assistant secretary or of the transfer agent of the corporation that the notice
has been given shall, in the absence of fraud, be prime facie evidence of the
facts stated therein.

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         Section 6. List of Stockholders Entitled to Vote. 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, if 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


         Section 7. Quorum; Adjourned Meeting. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, then either
(i) the Chairman of the meeting, or (ii) 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
notified. 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.

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         Section 8. Conduct of Business. The Chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
business.

         Section 9. Voting. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Unless otherwise provided in the certificate of incorporation and subject to the
provisions of ss.213 of the Delaware General Corporation Law (relating to fixing
a date for the determination of stockholders of record) each stockholder shall
at every 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, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.

         Section 10. Waiver of Notice. Whenever notice is required to be given
under any provision of the General Corporation Law of Delaware or of the
certificate of incorporation or these by-laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice unless so required by the certificate of
incorporation or these by-laws.


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         Section 11. Stockholder Action By Written Consent Without A Meeting.
Unless otherwise provided in the certificate of incorporation, 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 such 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. 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. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders that written notice and written consent have been given as provided
in Section 228 of the General Corporation Law of Delaware.


                                   ARTICLE II

                                    DIRECTORS

         Section 1. Number, Election, Nomination, Qualification and Term of
Office of Directors. The number of directors which shall constitute the board
shall be such as from time to time shall be determined by resolution of the
board of directors, but the number shall be not less than three nor greater than
five. The directors shall be elected at the annual meeting of the stockholders.
Written nominations for directors to be elected at an annual meeting of
stockholders must be submitted to the Secretary of the Corporation not later
than the close of business on the fifth business day 

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immediately preceding the date of the meeting. All late nominations shall be
rejected. Except as provided in Section 2 of this Article, each director elected
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal. Directors need not be stockholders. Elections of
directors need not be by written ballot.

         Section 2. Resignation and Vacancies. Any director may resign at any
time upon written notice to the attention of the Secretary of the corporation.
When one or more directors so resigns and the resignation is effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
section in the filling of other vacancies.


         Unless otherwise provided in the certificate of incorporation or these
by-laws:

                  (i) Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

                  (ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or series thereof then in office, or by a sole remaining
director so elected.

                  If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any officer or
any stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or

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estate of a stockholder, may call a special meeting of stockholders in
accordance with the provisions of the certificate of incorporation or these
by-laws, or may apply to the Court of Chancery for a decree summarily ordering
an election as provided in Section 211 of the General Corporation Law of
Delaware.

                  If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the 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 as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

         Section 3. Powers. The business of the corporation shall be managed by
its board of directors 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.

         Section 4. Place of Meetings; Meetings by Telephone. The board of
directors of the corporation may hold meetings, both regular and special, either
within or outside the State of Delaware. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of

directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

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         Section 5. Regular Meetings. Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board.

         Section 6. Special Meetings. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board, the president or any two directors.

         Section 7. Quorum. At all meetings of the board of directors a majority
of the directors shall constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for the meeting.

         Section 8. Waiver of Notice. Whenever notice is required to be given
under any provision of the General Corporation Law of Delaware or of the
certificate of incorporation or these by-laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors, or members of a
committee of 

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directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these by-laws.

         Section 9. Board Action By Written Consent Without A Meeting. 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 of
directors, 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 10. Committee of Directors. The board of directors may, be
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the 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. In the absence or disqualification of a member of a
committee, 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. Any such
committee, to the extent provided in the resolution of the board of directors or
in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors 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; but no such committee shall have the
power or authority to (i) amend the certificate of incorporation (except that a
committee may, to the extent authorized in the resolution or resolution
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption,

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dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or (v) amend the by-laws, of the corporation; and, unless the
board resolution establishing the committees, the by-laws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.

         Section 11. Committee Minutes. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.

         Section 12. Meetings and Action of Committees. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these by-laws, Section 4 (place of meetings and

meetings by telephone), Section 5 (regular meetings), Section 6 (special
meetings), Section 7 (quorum), Section 8 (waiver of notice), and Section 9
(action without a meeting), with such changes in the context of those by-laws as
are necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the board of directors
and its members; provided, however, that the time of regular meetings of
committees may 

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be determined either by resolution of the board of directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these by-laws.

         Section 12. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, the board of directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors 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 IV

                                    OFFICERS

         Section 1. Officers. The officers of the corporation shall be a
chairman of the board, a president, one or more vice-presidents, a secretary,
and a treasurer and such other officers or assistant officers as the Board of
Directors may deem advisable. Except for the President, Secretary and Treasurer,
the Board may refrain from filling any of the said offices at any time and from
time to time. Officers shall be elected by the board of directors at the time
and in the manner as the board of directors from time to time shall determine,
subject to the rights, if any, of an officer under any contract of employment.
Any number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

         Section 2. Compensation. The salaries and compensation of all officers
and agents of the corporation, except the Chairman of the Board and President,
elected by the board of directors shall


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be fixed by the compensation committee of the board of directors and, in the
absence of an compensation committee, by the President.

         Section 3. Removal and Resignation. The officers of the corporation
shall hold office until their successors are chosen and qualify. Subject to any
rights, if any, under any contract of employment, any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors. Any officer may resign
at any time by giving written notice to the corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party. Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.

         Section 4. Chairman of the Board. The chairman of the board, if such an
officer be elected, shall, if present, preside at meetings of the board of
directors and exercise and perform such other powers and duties as may from time
to time be assigned to him by the board of directors or as may be prescribed by
these by-laws. If there is no president, then the chairman of the board shall
also be the chief executive officer of the corporation and shall have the powers
and duties prescribed in Section 5 of these by-laws.

         Section 5. The President. Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, if there
be such an officer, the president shall be the chief executive officer of the
corporation, and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and the officers of
the corporation. He shall preside at all meetings of the stockholders and in the
absence or nonexistence


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of a chairman of the board, at all meetings 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 of directors are carried into
effect.

         Section 6. Vice-Presidents. In the absence or disability of the
president or in the event of his inability or refusal to act, the
vice-president, if any, (or in the event there be more than one vice-president,
the vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. The vice-presidents shall perform
such other duties and have such other powers as may from time to time be
prescribed for them respectively by the board of directors, these by-laws, the
president or the chairman of the board.


         Section 7. The Secretary. The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors, these by-laws, the president (or the chairman of the board) under
whose supervision he shall be. He shall have custody of the corporate seal of
the corporation and he shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature. The board
of directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature.

         Section 8. The Treasurer. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate books and
records of accounts of the properties and 

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business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any director. The treasurer 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 of directors. He shall disburse
the funds of the corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation.

         Section 9. Assistant Officers. Any assistant officers elected to the
Board of Directors shall have such duties as may be prescribed by the Board of
Directors, the Chairman of the Board, the President, or the officer to whom they
are an assistant. Assistant officers shall perform the duties and have the power
of the officer to whom they are an assistant in the event of such officer's
absence or disability.

                                    ARTICLE V

         Section 1. Indemnification to the Fullest Extent of the Law. The
corporation shall, to the fullest extent permitted by applicable law, indemnify
its directors and officers who were or are a party or are threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (whether or not such
action, suit or proceeding arises or arose by or in the right of the corporation
or other entity) by reason of the fact that such director or officer is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, general partner, agent or
fiduciary of another corporation, partnership, joint venture, trust or other
enterprise (including service with


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respect to employee benefit plans), against expenses (including, but not limited
to, attorneys' fees and costs), judgments, fines (including excise taxes
assessed on a person with respect to any employee benefit plan) and amounts paid
in settlement actually and reasonably incurred by such director or officer in
connection with such action, suit or proceeding, except as otherwise provided in
Section 3 of this Article V. Persons who are directors or officers of the
corporation prior to the date this Article V is approved by the corporation's
shareholders, but who do not hold such office on or after such date, shall not
be covered by this Section 1 of Article V. A director or officer of the
corporation entitled to indemnification under this Section 1 of this Article V
is hereafter in this Article V referred to as a "covered person."

         Section 2. Advancement of Expenses. Expenses incurred by a covered
person in defending a threatened, pending or completed civil or criminal action,
suit or proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
corporation, except as otherwise provided in Section 3 of this Article V.

         Section 3. Limitations on indemnification. No indemnification under
Section 1 of this Article V or advancement or reimbursement of expenses under
Section 2 of this Article V shall be provided to a covered person (A) with
respect to expenses or the payment of profits arising from purchase or sale of
the securities of the corporation in violation of Section 16(b) of the
Securities Exchange Act of 1934; (B) if a final unappealable judgment or award
establishes that such director or officer engaged in intentional misconduct or a
transaction from which he derived an improper personal benefit; (C) for expenses
or liabilities of any type whatsoever (including, but not limited to, judgments,
fines, and amounts paid in settlement) which have been paid directly to such
person 

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by an insurance carrier under a policy of officers' and directors' Liability
insurance maintained by the corporation or other enterprise; and (D) for amounts
paid in settlement of any threatened, pending; or completed action, suit or
proceeding without the written consent of the corporation, which written consent
shall not be unreasonably withheld. The Board of Directors of the corporation is
hereby authorized, at any time by resolution and without stockholder approval,
to add to the above list of exceptions from the right of indemnification under
Section 1 of this Article V or advancement or reimbursement of expenses under
Section 2 of this Article V, but any such additional exception shall not apply
with respect to any event, act or omission which has occurred prior to the date
the Board of Directors in fact adopts such resolution. Any such additional
exception may at any time after its adoption, be amended, supplemented, waived
or terminated by resolution of the Board of Directors of the corporation.


         Section 4. Continuation of Indemnification. The indemnification and
advancement or reimbursement of expenses provided by, or granted pursuant to
this Article V shall continue as to a person who has ceased to be a director or
officer of the corporation, and shall inure to the benefit of the heirs,
executors and administrators of such person.

         Section 5. Definition. The term to the "fullest extent permitted by
applicable law," as used in this Article V, shall mean the maximum extent
permitted by public policy, common law or statute. Any covered person may, to
the fullest extent permitted by applicable law, elect to have the right to
indemnification or to advancement or reimbursement of expenses interpreted, at
such person's option (i) on a basis of the applicable law on the date this
Article Tenth was approved by shareholders, or (ii) on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the action, suit or proceeding, or (iii) on the basis of the
applicable law in effect at the time indemnification is sought.

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         Section 6. Contract Right. The right of a covered person to be
indemnified or to receive an advancement or reimbursement of expenses pursuant
to this Article V (i) may also be enforced as a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the corporation and such person,
(ii) to the fullest extent permitted by applicable law, is intended to be
retroactive and shall be available with respect to events occurring prior to the
adoption hereof, (iii) shall continue to exist after the rescission or
restrictive modification (as determined by such person) of this Article V with
respect to events, acts or omissions occurring before such rescission or
restrictive modification is adopted.

         Section 7. Failure to Honor Request for Indemnification. If a request
for indemnification or for the advancement or reimbursement of expenses pursuant
hereto as not paid in full by the corporation within thirty days after a written
claim has been received by the corporation together with all supporting
information reasonably requested by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim (plus interest at the prime rate announced from time to time by the
corporation's primary banker) and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses (including, but not
limited to, attorney's fees and costs) of prosecuting such claim. 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 or the advancement or
reimbursement of expenses to the claimant is proper in the circumstances, nor an
actual determination by the corporation (including its board of directors,
independent legal counsel, or its stockholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of expenses,
shall be a defense to the action or create a presumption that the claimant is
not so entitled.


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         Section 8. Non-Exclusivity of Article. The indemnification and
advancement or reimbursement of expenses provided by, or granted pursuant to,
this Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
The provisions of this Article V may at any time (and whether before or after
there is any basis for a claim for indemnification or for the advancements or
reimbursements of expenses pursuant to this Article V), be amended,
supplemented, waived, or terminated in whole or in point, with respect to any
covered person by a written agreements signed by the corporation and such
persons.

         Section 9. Appointment of Attorney. The corporation shall have the
right to appoint the attorney for a covered person provided such appointment is
not unreasonable under the circumstances.

         Section 10. Permissive Indemnification. The corporation may, to the
fullest extent permitted by applicable law, indemnify, and advance expenses for,
persons in all situations other than that covered by this Article V.

                                   ARTICLE VI

                             SHARES OF CAPITAL STOCK

         Section 1. Stock Certificates; Partly Paid Shares. The shares of the
corporation shall be represented by certificates, provided that the board of
directors of the corporation may provide by resolution or resolutions that some
or all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation.
Notwithstanding the adoption of such a resolution by the board of directors,
every holder of stock represented by certificates and upon request every 

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holder of uncertificated shares shall be entitled to have a certificate signed
by, or in the name of the corporation by the chairman or vice-chairman of the
board of directors, or the president or vice-president, and by the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of such
corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue. The corporation may issue the whole or any part
of its shares as partly paid and subject to call for the remainder of the
consideration to be paid therefor. Upon the face or back of each stock

certificate issued to represent any such partly paid shares, upon the books and
records of the corporation in the case of uncertificated partly paid shares, the
total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated. Upon the declaration of any dividend on fully paid
shares, the corporation shall declare a dividend upon partly paid shares of the
same class, but only upon the basis of the percentage of the consideration
actually paid thereon.

         Section 2. Special Designation on Certificates. If the corporation is
authorized to issue more than one class of stock or more than one series of any
class, then the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
the certificate that the corporation shall issue to represent such class or
series of stock; provided, however, that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to 

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represent such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests the powers, the
designations, the preferences, and the relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.

         Section 3. Lost Certificates. Except as provided in this Section 3, no
new certificates for shares shall be issued to replace a previously issued
certificate unless the latter is surrendered to the corporation and cancelled at
the same time. The corporation may issue a new certificate of stock or
uncertificated shares in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

                                   ARTICLE VII

                                     GENERAL

         Section 1. Registered Stockholders. 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, 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 other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.


         Section 2. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares 

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<PAGE>

of the capital stock, subject to the provisions of the certificate of
incorporation. Before payment of away 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. Record Date for Stockholder Notice; Voting; Giving Consents.
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
entitled 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 of directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than (10) days before the date of such meeting,
nor more than sixty (60) days prior to any other action.

                  If the board of directors does not so fix a record date:

                         (i) The record date for determining stockholders
                  entitled to notice 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.

                         (ii) The record date for determining stockholders
                  entitled to express consent to corporate action in writing
                  without a meeting, when no prior action by the board of
                  directors is necessary, shall be the day on which the first
                  written consent is expressed.

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<PAGE>

                         (iii) The record date for determining stockholders for
                  any other purpose shall be at the close of business on the day
                  on which the board of directors 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 of directors may fix a new record
date for the adjourned meeting.

         Section 4. Annual Statement. The board of directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

         Section 5. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         Section 6. Fiscal Year. The fiscal year of the corporation begins on
the first day of July and ends on the thirtieth day of June in each year.

         Section 7. 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 reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

         These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote; provided, however, that the corporation may, in its
certificate of incorporation, confer the power to adopt, amend or repeal by-laws
upon the directors. The fact that such power has been so conferred upon the
directors shall not divest the stockholders of the power, nor limit their power
to adopt, amend or repeal the by-laws.

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