<PAGE>



                             AMENDED AND RESTATED BYLAWS


                                          OF



                            TODHUNTER INTERNATIONAL, INC.



Adopted by the Board of Directors on August 11, 1992, and as amended by the
Board of Directors on March 24, 1997.

                                      ARTICLE I

                               MEETINGS OF STOCKHOLDERS

    1.1  ANNUAL MEETING.  The annual meeting of the stockholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation.  The annual meeting of stockholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of stockholders.  Business transacted at the annual meeting shall
include the election of directors of the corporation.

    1.2  SPECIAL MEETINGS.  Special meetings of the stockholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than twenty-five percent (25%) of all the
shares entitled to vote at the meeting.  The call for the meeting shall be
issued by the Secretary, unless the President, Board of Directors or
stockholders requesting the meeting shall designate another person to do so. 

    1.3  PLACE.  Meetings of stockholders may be held within or outside of the
State of Delaware.  If no place is designated in the notice for a meeting of
stockholders, the place of meeting shall be the principal office of the
corporation.


<PAGE>

    1.4  NOTICE.  Except as otherwise provided in the Delaware General
Corporation Law (the "Law"), written notice stating the place, day and hour of
the meeting and, in the case of a special meeting or as otherwise provided by
law, the purpose or purposes for which the meeting is called, shall be delivered
to each stockholder of record entitled to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary, or the officer or other persons calling the meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at the stockholder's address as it appears in the
current records of stockholders of the corporation, with postage thereon
prepaid.

    1.5  NOTICE OF ADJOURNED MEETINGS.  When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting.  If, however, after the adjournment the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in Section 1.4 to each stockholder of record on the
new record date entitled to vote at such meeting.

    1.6  WAIVER OF NOTICE OF STOCKHOLDERS MEETINGS.  Whenever any notice is
required to be given to any stockholder, a waiver thereof in writing signed by
the stockholder or stockholders entitled to such notice, whether before, during
or after the time of the


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<PAGE>

meeting stated therein and delivered to the corporation for inclusion in the
minutes or filing with the corporate records, shall be equivalent to the giving
of such notice.  Attendance by a stockholder at a meeting shall constitute a
waiver of:  (a) lack of notice or defective notice of such meeting, unless the
stockholder at the beginning of the meeting objects to holding the meeting; or
(b) lack of defective notice of a particular matter at a meeting that is not
within the purpose or purposes described in the meeting notice, unless the
person objects to considering that particular matter when it is presented. 
Unless otherwise required by the articles of incorporation, 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.

    1.7  FIXING 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, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting.  If no record is fixed by the Board of Directors, the record date for
determining 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 waived, at the close of business on the
day next preceding the day on which the meeting is held.  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 


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<PAGE>

may fix a new record date for the adjourned meeting.

    In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors.  If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
this chapter, 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
by delivery to its registered office in this State, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.  Delivery made to
a corporation's registered office shall be by hand or by certified or 
registered mail, return receipt requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
this chapter, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

    In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the 


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<PAGE>

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 record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

    1.8  VOTING RECORD.  After fixing a record date for a meeting of
stockholders, the corporation shall prepare an alphabetical list of the names of
all stockholders who are entitled to notice of such meeting, arranged by voting
group, with the address of, and the number and class and series, if any, of the
shares held by, each stockholder.  The stockholders' list must be available for
inspection by any stockholder for a period of ten (10) days prior to  the
meeting or such shorter time as exists between the record date and the meeting
and continuing through the meeting at the corporation's principal office, at a
place identified in the meeting notice in the city where the meeting will be
held, or at the office of the corporation's transfer agent or registrar.  Any
stockholder of the corporation or his agent or attorney is entitled on written
demand to inspect the stockholders' list (subject to the requirements of the
Law), during regular business hours and at his expense, during the period it is
available for inspection.  The corporation shall make the stockholders' list
available at the meeting of stockholders, and any stockholder or his agent or
attorney is entitled to inspect the list at any time during the meeting or any
adjournment.


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<PAGE>

    If the requirements of this Section have not been substantially complied
with, the meeting shall be adjourned until such time as the corporation complies
with such requirements on demand of any stockholder in person or by proxy who
failed to get such access.  If no such demand is made, failure to comply with
the requirements of this Section shall not affect the validity of any action
taken at such meeting.

    1.9  STOCKHOLDER PROPOSALS.  

    (a)  At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (iii) otherwise properly brought
before the meeting by a stockholder in accordance with this  section.  

    (b)  For business to be properly brought before an annual meeting by a
stockholder, the corporation must have received timely notice thereof in writing
from such stockholder.  To be timely, a stockholder's notice must be received by
the Secretary of the corporation as of the date set forth in the corporation's
proxy statement relating to the annual meeting for the preceding year; PROVIDED,
HOWEVER, that if no such date is stated, then such date shall be one hundred and
twenty (120) calendar days in advance of the date (with respect to the
forthcoming annual meeting) that the corporation's proxy statement was released
to its stockholders in connection with the previous year's annual meeting of
security holders; and PROVIDED FURTHER that if no 


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<PAGE>

annual meeting was held in the previous year or the date of the annual meeting
has been changed by more than thirty (30) calendar days from the date
contemplated at the time of the previous year's proxy statement, a proposal
shall be received by the corporation no later than the close of business on the
tenth (10th) day following the date on which notice of the date of the annual
meeting is given to stockholders or made public, whichever first occurs.

    (c)  Such notification shall contain the following information as to each
matter the stockholder proposes to bring before the annual meeting:  (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business; (iii) the class and number of shares of the corporation
which are beneficially owned, as such term is defined in Rule 13d-3 ("Rule
13d-3") promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by the stockholder; (iv) any substantial interest of the
stockholder in such business; and (v) any other information required pursuant to
the rules and regulations promulgated under the Exchange Act relating to
shareholder proposals.  For purposes of clause (iv) above, a "substantial
interest of the stockholder in such business" shall be deemed to occur if such
interest were reportable (assuming that the stockholder's business was in fact
brought before the annual meeting) pursuant to Item 5 of Schedule 14A (Rule
14a-101) promulgated under the Exchange Act.  

    (d)  Notwithstanding anything in the Bylaws to the contrary, no business
shall 

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<PAGE>

be conducted at any annual meeting except in accordance with the procedures set
forth in this section.

    1.10 NOMINATION PROCEDURES. 

    (a)  Only persons who are nominated in accordance with the procedures set
forth in this Section shall be eligible for election as directors.  Nominations
of persons for election to the Board of Directors of the corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by any stockholder of the corporation entitled to vote for the election of
directors at the meeting; PROVIDED, HOWEVER, that any nomination made by a
stockholder must comply with all of the notice procedures set forth in this
Section 1.10.

    (b)  Nominations for election to the Board of Directors, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation.  To be timely, a
stockholder's notice shall be received at the principal executive offices of the
corporation not less than one hundred twenty (120) days and not more than one
hundred eighty (180) days prior to any meeting of stockholders called for the
election of directors; provided, however, that if no annual meeting was held in
the previous year or the date of the annual meeting has been changed to be more
than thirty (30) calendar days earlier than the date contemplated by the
previous year's statement, such notice by the stockholder to be timely must be
received no later than the close of business on the tenth (10th) day following
the date on which notice of the date of the annual meeting is given to
stockholders or made public, whichever first occurs.  In the event of an
adjournment, 

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<PAGE>

the date of the annual meeting shall be deemed to be the date upon which the
original annual meeting was convened.

    (c)  Such notification shall contain the following information to the
extent known to the notifying stockholder:  (i) as to each person whom the
stockholder proposes to nominate for election or re-election as a director at
the annual meeting; (w) the name, age, business address and residence address of
the proposed nominee, (x) the principal occupation or employment of the proposed
nominee, (y) the class and number of shares of capital stock of the corporation
which are beneficially owned by the proposed nominee, and (z) any other
information relating to the proposed nominee that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A
under the Exchange Act; and (ii) as to the stockholder giving the notice of
nominees for election at the annual meeting, (x) the name and record address of
the stockholder, and (y) the class and number of shares of capital stock of the
corporation which are beneficially owned (as defined in Rule 13d-3) by the
stockholder.

    (d)  The corporation may require any proposed nominee for election at an
annual or special meeting of stockholders to furnish such other information as
may reasonably be required by the corporation to determine the eligibility of
such proposed nominee to serve as a director of the corporation.  No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth herein.

    1.11  STOCKHOLDER QUORUM AND VOTING.  Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of those
shares 

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exists with respect to that matter.  Except as otherwise provided in the
articles of incorporation or by the Law, a majority of the shares entitled to
vote on the matter by each voting group, represented in person or by proxy,
shall constitute a quorum at any meeting of stockholders, but in no event shall
a quorum consist of less than one third of the shares of each voting group
entitled to vote.  If less than a majority of outstanding shares entitled to
vote are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.  After a quorum
has been established at any stockholders' meeting, the subsequent withdrawal of
stockholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.

    Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.  When a specified item of business is required to be voted on
by a class or series of stock, a majority of the shares of such class or series
shall constitute a quorum for the transaction of such item of business by that
class or series. 

    1.12  VOTES PER SHARE.  Except as otherwise provided in the articles of
incorporation or by the Law, each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. 

    1.13  MANNER OF ACTION.  If a quorum is present, action on a matter (other
than the election of directors) by a voting group is approved if the votes cast
within the voting 


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group favoring the action exceed the votes cast opposing the action, unless a
greater or lesser number of affirmative votes is required by the articles of
incorporation or by law.

    1.14 VOTING FOR DIRECTORS.  At each election for directors, every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected at that time and for whose election he has a
right to vote.  Unless otherwise provided in the articles of incorporation,
cumulative voting is not authorized and the directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.

    1.15  VOTING OF SHARES.  A stockholder may vote at any meeting of
stockholders of the corporation, either in person or by proxy.

    Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent or proxy designated by the bylaws of the
corporate stockholder or, in the absence of any applicable bylaw, by such person
as the board of directors of the corporate stockholder may designate.  Proof of
such designation may  be made by presentation of a certified copy of the bylaws
or other instrument of the corporate stockholder.  In the absence of any such
designation or, in the case of conflicting designation by the corporate
stockholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate stockholder shall be presumed to
possess, in that order, authority to vote such shares.

    Shares held by an administrator, executor, guardian, personal
representative or conservator may be voted by him or her, either in person or by
proxy, without a transfer 


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<PAGE>

of such shares into his or her name.  Shares standing in the name of a trustee
may be voted by him or her, either in person or by proxy, but no trustee shall
be entitled to vote shares held by him or her without a transfer of such shares
into his or her name or the name of his or her nominee.

    Shares held by or under the control of a receiver, a trustee in  a
bankruptcy proceeding or an assignee for the benefit of creditors may be voted
by such person without the transfer thereof into his or her name.

    If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship with respect to the same shares, unless the Secretary of the
corporation is given notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, then acts with respect to voting shall  have the following effect:
(a) if only one votes, in person or by proxy, that act binds all; (b) if more
than one votes, in person or by proxy, the act of the majority so voting binds
all; (c) if more than one votes, in person or by proxy, but the vote is evenly
split on any particular matter, each faction is entitled to vote the share or
shares in question proportionally; or (d) if the instrument or order so filed
shows that any such tenancy is held in unequal interest, a majority or a vote
evenly split for purposes hereof shall be a majority or a vote evenly split in
interest.  The principles of this paragraph shall apply, insofar as possible, to
execution of proxies, waivers, consents, or objections and for the purpose of
ascertaining the presence of a quorum.


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<PAGE>

    1.16  PROXIES.  Any stockholder of the corporation, other person entitled
to vote on behalf of a stockholder pursuant to the Law, or attorney-in-fact for
such persons, may vote the stockholder's shares in person or by proxy.  Any
stockholder of the corporation may appoint a proxy to vote or otherwise act for
him or her by signing an appointment form, either personally or by an
attorney-in-fact.  An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form.

    An appointment of a proxy is effective when received by the Secretary of
the corporation or such other officer or agent which is authorized to tabulate
votes, and shall be valid for up to three (3) years, unless a longer period is
expressly provided in the appointment form.

    The death or incapacity of the stockholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

    An appointment of a proxy is revocable by the stockholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.

    1.17  VOTING TRUSTS.  One or more stockholders may create a voting trust,
conferring on a trustee the right to vote or otherwise act for them, by signing
an agreement setting out the provisions of the trust and transferring their
shares to the 


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<PAGE>

trustee.  When a voting trust agreement is signed, the trustee shall prepare a
list of the names and addresses of all owners of beneficial interest in the
trust, together with the number and class of shares each transferred to the
trust, and deliver copies of the list and agreement to the corporation's
principal office.  After filing a copy of the list and agreement in the
corporation's principal office, such copies shall be open to inspection by any
stockholder of the corporation, subject to the requirements of the Law, or to
any beneficiary of the trust under the agreement during business hours.  The
trustee must also deliver a copy of each extension of the voting trust
agreement, and a list of beneficial owners under such extended agreement, to the
corporation's principal office.

    1.18  STOCKHOLDERS' AGREEMENTS.  Two or more stockholders may provide for
the manner in which they will vote their shares, and  providing for such other
matters as are permitted by the Law, by signing an agreement for that purpose. 
When a stockholders' agreement is signed, the stockholders who are parties
thereto shall deliver copies of the agreement to the corporation's principal
office.  After filing a copy of the agreement in the corporation's principal
office, such copies shall be open to inspection by any stockholder of the
corporation, subject to the requirements of the Law, or any party to the
agreement during business hours.

    1.19  ACTION BY STOCKHOLDERS WITHOUT A MEETING.  Unless otherwise provided
in the certificate of incorporation, action required or permitted to be taken at
any meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote if the action is taken by the holders of outstanding
shares of each voting group entitled to vote thereon having not less than the
minimum number of votes with respect 


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<PAGE>

to each voting group that would be necessary to authorize or take such action at
a meeting at which all voting groups and shares entitled to vote thereon were
present and voted.  In order to be effective, the action must be evidenced by
one or more written consents describing the action taken, dated and signed by
approving stockholders having the requisite number of votes of each voting group
entitled to vote thereon, and delivered to the corporation by delivery to its
principal office in Delaware, its principal place of business, the Secretary of
the corporation, or another office or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.  No
written consent shall be effective to take such corporate action  unless, within
sixty (60) days of the date of the earliest dated consent delivered in the
manner required by this Section, written consents signed by the number of
holders required to take such action are delivered to the corporation as set
forth in this Section. 

    Any written consent may be revoked prior to the date that the corporation
receives the required number of consents to authorize the proposed action.  No
revocation is effective unless in writing and until received by the corporation
at its principal office or its principal place of business, or received by the
Secretary or other officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. 

    Prompt notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.


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    A consent signed as required by in this Section has the effect of a meeting
vote and may be described as such in any document.

    Whenever action is taken as set forth in this Section, the written consent
of the stockholders consenting thereto or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of stockholders.

    1.20  INSPECTORS OF ELECTION. 

    (a)  The corporation shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof.  The corporation may designate  one or more persons as alternate
inspectors to replace any inspector who fails to act.  If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting.  Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

    (b)  The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots.  The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.


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<PAGE>

    (c)  The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting.  No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the Court of Chancery upon application by a stockholder shall
determine otherwise.

    (d)  In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the  proxies, any envelopes
submitted with those proxies, any information provided in accordance with
Section 212(c)(2), ballots and the regular books and records of the corporation,
except that the inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record.  If the inspectors consider other
reliable information for the limited purpose permitted herein, the inspectors at
the time they make their certification pursuant to subsection (b)(v) of this
section shall specify the precise information considered by them including the
person or persons from whom they obtained the information, when the information
was obtained, the means by which the information was obtained and the basis for
the inspectors' belief that such information is accurate and reliable.

    (e)  This section shall not apply to the corporation unless and until it
has a class of voting stock that is (i) listed on a national securities
exchange, (ii) authorized for quotation on an interdealer quotation system of a
registered national securities 


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<PAGE>

association, or (iii) held of record by more than 2,000 stockholders.

                                      ARTICLE II

                                      DIRECTORS

    2.1  FUNCTIONS.  Except as provided in the articles of incorporation or by
law, all corporate powers shall be exercised by or under the authority of, and
the business and affairs of this  corporation shall be managed under the
direction of, the Board of Directors.

    2.2  NUMBER.  The Board of Directors of the corporation shall consist of
six (6) persons.  The number of directors may at any time and from time to
time be increased or decreased by action of either the stockholders or the Board
of Directors, but no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director.

    2.3  QUALIFICATIONS.  A director must be a natural person who is 18 years
of age or older but need not be a citizen of the United States, a resident of
the State of Delaware or a stockholder of this corporation.

    2.4  TERM.  Each director shall hold office until a successor has been
elected and qualified or until an earlier resignation, removal from office or
death.

    2.5  REMOVAL OF DIRECTORS.  Any director, or the entire Board of Directors,
may be removed, with or without cause, upon the affirmative vote of (i) at least
two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding
voting stock, voting as a single class, or (ii) the holders of at least
fifty-one percent (51%) of the voting power of all of the then-outstanding
voting stock, voting as a single class, AND a 


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<PAGE>

majority of disinterested directors (as defined in the Corporation's Amended and
Restated Certificate of Incorporation).  The notice of the meeting at which a
vote is taken to remove a director must state that the purpose or one of the
purposes of the meeting is the removal of the director or directors.

    2.6  RESIGNATION.  Any director may resign at any time by delivering
written notice to the corporation, the Board of Directors or its Chairman.  Such
resignation is effective when the notice is delivered unless the notice
specifies a later effective date, in which event the Board of Directors may fill
the pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date.

    2.7  VACANCIES.  Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors.  A director elected to fill a
vacancy shall hold office only until the next stockholders meeting at which
directors are elected.

    2.8  REGULAR MEETINGS.  An annual regular meeting of the Board of Directors
shall be held without notice immediately after, and at the same place as, the
annual meeting of stockholders for the purpose of the election of officers and
the transaction of such other business as may come before the meeting, and at
such other time and place as may be determined by the Board of Directors.  The
Board of Directors may, at any time and from time to time, provide by
resolution, the time and place, either within or outside of the State of
Delaware, for the holding of the annual regular meeting or additional 


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<PAGE>

regular meetings of the Board of Directors without other notice than such
resolution.

    2.9  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or any two (2) directors.

    The person or persons authorized to call special meetings of the Board of
Directors may designate any place, either within or outside of the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.  If no designation is made, the place of meeting shall be the
principal office of the corporation in the State of Delaware.

    Notice of any special meeting of the Board of Directors may be given by any
reasonable means, whether oral or written, at least two (2) days prior to such
special meeting, either orally (by telephone or in person), or by written notice
delivered personally or mailed to each director at his or her business or
residence address.  If mailed, such notice of any special meeting shall be
deemed to be delivered on the second day after it is deposited in the United
States mail, so addressed, with postage thereon prepaid.  If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.  Neither the business to be transacted at,
nor the purpose or purposes of, any special meetings of the Board of Directors
need be specified in the notice or in any written waiver of notice of such
meeting.

    2.10  WAIVER OF NOTICE OF MEETING.  Notice of a meeting of the Board of
Directors need not be given to any director who signs a written waiver of notice
either before, during or after the meeting.  Attendance of a director at a
meeting shall constitute a 


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<PAGE>

waiver of notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.

    2.11  QUORUM AND VOTING.  A majority of the number of directors fixed in
the manner provided by these bylaws shall constitute a quorum for the
transaction of business; provided however, that whenever, for any reason, a
vacancy occurs in the Board of Directors, a quorum shall consist of a majority
of the remaining directors until the vacancy has been filled.  The Law of the
majority of the directors present at a meeting at which a quorum is present when
the vote is taken shall be the Law of the Board of Directors.

    A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.  Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

    2.12  PRESUMPTION OF ASSENT.  A director of this corporation who is present
at a meeting of its Board of Directors, or a committee of the Board of
Directors, at which action on any corporate matter is taken shall be presumed to
have assented to the action taken, unless he or she (i) objects at the beginning
of the meeting (or promptly  upon his arrival) to holding the meeting or
transacting specified business at the 


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<PAGE>

meeting, or (ii) votes against such action or abstains from the action taken.

    2.13  MEETINGS OF THE BOARD OF DIRECTORS BY MEANS OF A CONFERENCE TELEPHONE
OR SIMILAR COMMUNICATIONS.  Members of the Board of Directors may participate in
a meeting of such Board by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time.  Participation by such means shall constitute
presence in person at a meeting.

    2.14  ACTION WITHOUT A MEETING.  Any action required or permitted to be
taken at a meeting of the Board of Directors or a committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all of the directors of this corporation, or all the members of the
committee, as the case may be, and the writing or writings are filed with the
minutes or proceedings of the Board or committee.  Action taken under this
Section is effective when the last director or member of the committee signs the
consent, unless the consent specifies a different effective date.  Such consent
shall have the effect as a meeting vote and may be described as such in any
document.

    2.15  COMPENSATION.  Each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors and a committee thereof,
and may be paid a stated salary as a director or a fixed sum for attendance at
each meeting of the Board of Directors (or a committee thereof) or both, as may
from time to time be  determined by action of the Board of Directors.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.



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<PAGE>

    2.16  DIRECTOR CONFLICTS OF INTERESTS.  No contract or other transaction
between this corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of the directors
of this corporation are directors or officers or are financially interested
shall be either void or voidable because of such relationship or interest, or
because such director or directors of this corporation are present at the
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction, or because his or their
vote(s) are counted for such purpose, if:

    (a)  The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which in good faith authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the vote(s) or written consent(s) of such interested
director(s); or

    (b)  The fact of such relationship or interest is disclosed or known to the
stockholders entitled to vote and they in good faith authorize, approve or
ratify such contract or transaction by vote or written consent; or

    (c)  The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the Board of Directors, a committee
thereof or the stockholders.

    Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.


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<PAGE>

                                     ARTICLE III

                         COMMITTEES OF THE BOARD OF DIRECTORS

    The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one or more other committees each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, except as prohibited by the Law.

    Each committee must have two (2) or more members who serve at the pleasure
of the Board of Directors.  The Board of Directors, by resolution adopted in
accordance with this Article III, may designate one (1) or more directors as
alternate members of any such committee who may act in the place and stead of
any absent member or members at any meeting of such committee.

                                      ARTICLE IV

                                       OFFICERS

    4.1  OFFICERS.  If so appointed by the Board of Directors, the officers of
this corporation shall consist of a President, a Secretary and such other
officers as appointed by the Board of Directors.  Any two (2) or more offices
may be held by the same person. 

    4.2  APPOINTMENT AND TERM OF OFFICE.  The officers of the corporation shall
be appointed annually by the Board of Directors at the first meeting of the
Board held after the stockholders' annual meeting.  If the appointment of
officers does not occur at this 


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<PAGE>

meeting, the appointment shall occur as soon thereafter as practicable.  Each
officer shall hold office until a successor has been duly appointed and
qualified, or until an earlier resignation, removal from office, or death.

    4.3  REMOVAL OF OFFICERS.  Any officer of the corporation may be removed
from his or her office or position at any time, with or without cause, by the
Board of Directors.  Any officer or assistant officer, if appointed by another
officer pursuant to authority, if any, received from the Board of Directors, may
likewise be removed by such officer.

    4.4  RESIGNATION.  Any officer of the corporation may resign at any time
from his or her office or position by delivering notice to the corporation, the
Board of Directors or its Chairman.  Such resignation is effective when the
notice is delivered unless the notice specifies a later effective date.  If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date.

    4.5  DUTIES.  If so appointed by the Board of Directors, the officers of
this corporation shall have the following duties:

    The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, in general, supervise
and control all of the business and affairs of the corporation, and shall
preside at all meetings of the stockholders, the Board of Directors and all
committees of the Board of Directors on which he or she may serve.  In addition,
the President shall possess, and may exercise, such power and authority, and
shall perform such duties, as may from time to time be 



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<PAGE>

assigned to him or her by the Board of Directors, and as are incident to the
office of President.

    Each Vice President shall possess, and may exercise, such power and
authority, and shall perform such duties, as may from time to time be assigned
to him or her by the Board of Directors or the President.

    The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records, shall record the minutes of all meetings
of the stockholders and Board of Directors, see that all notices of meetings are
duly given, keep a register of the mailing address of each stockholder of the
corporation, be responsible for authenticating records of the corporation and
perform such other duties as may be prescribed by the Board of Directors or the
President.

    The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts  and disbursements
and shall perform such other duties as may be prescribed by the Board of
Directors or the President.

    4.6  OTHER OFFICERS, EMPLOYEES, AND AGENTS.  Each and every other officer,
employee, and agent of the corporation shall possess, and may exercise, such
power and authority, and shall perform such duties, as may from time to time be
assigned to him or her by the Board of Directors, the officer appointing him or
her, and such officer or officers who may from time to time be designated by the
Board to exercise supervisory authority.


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<PAGE>

                                      ARTICLE V

                                  STOCK CERTIFICATES

    5.1  CERTIFICATES FOR SHARES.  Unless the Board of Directors provides
otherwise by resolution, every holder of stock shall be entitled to have a
certificate signed by or in the name of the corporation (either manually or by
facsimile) by the Chairman or Vice Chairman of the Board of Directors, President
or Vice President and the Secretary or an Assistant Secretary and may be sealed
with the seal of the corporation or a facsimile thereof.  A certificate which
has been signed by an officer or officers who later shall have ceased to be such
officer when the certificate is issued shall nevertheless be valid.  No
certificate shall be issued for any share until such share is fully paid.  Upon
receipt of the consideration for which the Board of Directors has authorized for
the issuance of the shares, such shares so issued shall be fully paid and
nonassessable.

    5.2  TRANSFER OF SHARES; OWNERSHIP OF SHARES.  Transfers of shares of stock
of the corporation shall be made only on the stock transfer books of the
corporation, and only after the surrender to the corporation of the certificates
representing such shares, if any.  Except as provided by the Law, the person in
whose name the shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes and the corporation
shall not be bound to recognize any equitable or other claim to, or interest in,
such shares on the part of any other person, whether or not it shall have
express or other notice thereof.

    5.3  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation shall issue a
new stock certificate in the place of any certificate previously issued if the
holder of record of 


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<PAGE>

the certificate: (a) makes proof in affidavit form that it has been lost,
destroyed or wrongfully taken; (b) requests the issuance of a new certificate
before the corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of any adverse claim; (c)
at the discretion of the Board of Directors, gives bond in such form and amount
as the corporation may require, to indemnify the corporation, the transfer agent
and registrar against any claim that may be made on account of the alleged loss,
destruction or theft of such certificate; and (d) satisfies any other reasonable
requirements imposed by the corporation.

                                      ARTICLE VI

               ACTIONS WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS

    Unless otherwise directed by the Board of Directors, the President or a
designee of the President shall have the power to vote and to otherwise act on
behalf of the corporation, in person or by proxy, at any meeting of stockholders
on, or with respect to, any action of stockholders of any other corporation in
which this corporation may hold securities and to otherwise exercise any and all
rights and powers which this corporation may possess by reason of its ownership
of securities in other corporations.

                                     ARTICLE VII

                                  BOOKS AND RECORDS

    This corporation shall maintain accurate accounting records and shall keep
records of minutes of all meetings of its stockholders and Board of Directors, a
record of all actions taken by the stockholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board of
Directors in place of the 


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<PAGE>

Board of Directors on behalf of the corporation. 

    This corporation or its agent shall also maintain a record of its
stockholders in a form that permits preparation of a list of names and addresses
of all stockholders in alphabetical order by classes  of shares showing the
number and series of shares held by each.

    Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.  The
corporation shall so convert any records so kept upon the request of any person
entitled to inspect the same.

                                     ARTICLE VIII

                                    CORPORATE SEAL

    The Board of Directors shall provide for a corporate seal which may be
facsimile, engraved, printed or an impression seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the words
"seal" and "Delaware" and the year of incorporation.

                                      ARTICLE IX

                                      AMENDMENTS

    These bylaws may be altered, amended or repealed and new bylaws may be
adopted, by either the Board of Directors or the stockholders, but the Board of
Directors may not alter, amend or repeal any bylaw adopted by stockholders if
the stockholders specifically provide that such bylaw is not subject to
amendment or repeal by the directors.



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