<PAGE>

                                RESTATED BY-LAWS
                                       of
                         HANSON PUBLISHING GROUP, INC.

                                TABLE OF CONTENTS

                   Section                                      Page
                   -------                                      ----

SHAREHOLDERS                                                      1
------------

1.01               Place of Meetings
1.02               Regular Meetings
1.03               Special Meetings
1.04               Meetings Held Upon Shareholder Demand
1.05               Adjournments
1.06               Notice of Meetings; Business Transacted
1.07               Waiver of Notice
1.08               Quorum; Acts of Shareholders
1.09               Voting Rights
1.10               Proxies
1.11               Action Without a Meeting


DIRECTORS                                                         3
---------

2.01               Number; Qualifications
2.02               Tenant
2.03               Vacancies
2.04               Place of Meetings
2.05               Regular Meetings
2.06               Special Meetings
2.07               Waiver of Notice; Previously Scheduled Meetings
2.08               Quorum; Acts of Board
2.09               Electronic Communications
2.10               Absent Directors
2.11               Action Without a Meeting
2.12               Committees
2.13               Removal of Directors
2.14               Compensation


OFFICERS                                                          6
--------

3.01               Number and Designation
3.02               Chief Executive Officer
3.03               Chief Operating Officer
3.04               Chief Financial Officer
3.05               President
3.06               Vice Presidents
3.07               Secretary
3.08               Treasurer
3.09               Authority and Duties
3.10               Term
3.11               Salaries
3.12               Notice of Changes in Directors and Officers


                                      -i-

<PAGE>


Section                                                                Page
-------                                                                ----

INDEMNIFICATION                                                          7
---------------

4.01               Indemnification
4.02               Insurance
4.03               Other Corporations

SHARES                                                                   8
------

5.01               Certificated Shares
5.02               Declaration of Dividends and Other Distributions
5.03               Transfer of Shares
5.04               Record Date

MISCELLANEOUS                                                            9
-------------

6.01               Execution of Instruments
6.02               Advances
6.03               Corporate Seal
6.04               Fiscal Year
6.05               Amendments






     Table of  Contents  is not part of the  By-Laws  of the  Corporation  It is
intended merely to aid in the utilization of the By-Laws.


                                      -ii-


<PAGE>
                                RESTATED BY-LAWS
                                       of
                          HANSON PUBLISHING GROUP, INC.

                                  SHAREHOLDERS
                                  ------------

     Section 1.01 . Place of Meetings. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other place
as may be designated by the Board of Directors, Chief Executive Officer or Chief
Operating  Officer;  provided,  however,  that any  meeting  called by or at the
demand of a shareholder  or  shareholders  shall be held in the county where the
principal executive office of the Corporation is located.

     Section 1.02. Regular Meetings.  Regular meetings of the shareholders shall
be held on an  annual  basis  at a date  and  time  determined  by the  Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately  preceding 15 months, a substitute  annual meeting may be called
in the same manner as in the case of a special meeting.

     Section 1.03 Social Meetings.  A special meeting of the shareholders may be
called  for any  purpose  or  purposes  at any  time by the  President  or Chief
Executive  Officer,  by the Board of  Directors  or by one or more  shareholders
holding  not less than ten  percent  of the  voting  power of all  shares of the
Corporation  entitled to vote, who shall demand such special  meeting by written
notice given to the  President  or Chief  Executive  Officer of the  Corporation
specifying the purposes of such meeting.

     Section 1.04 Meetings Held Upon Shareholder Demand.  After the President or
Chief  Executive  Officer  of  the  Corporation   receives  a  demand  from  any
shareholder or shareholders entitled to call a meeting of the shareholders,  the
President shall call a special or regular meeting of  shareholders,  as the case
may be,  to be held no later  than  fifteen  days  after  such  demand  has been
received  for the  purposes  specified  in such  demand,  and shall give  notice
thereof as provided herein.

     Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned
from time to time to another  date,  time and place by the holders of a majority
of the voting power of the shares  entitled to vote  represented at the meeting.
If any  meeting  of the  shareholders  is so  adjourned,  no  notice  as to such
adjourned meeting need be given if the date, time and place at which the meeting
will be reconvened are announced at the time of adjournment.

     Section 1.06 Notice of Meetings;  Business  Transacted.  Written  notice of
each meeting of the  shareholders,  stating the date, time any place and, in the
case of a special  meeting,  the  purpose or  purposes,  shall be given at least
seven days and not more than fifty days prior to the meeting to every  holder of
shares  entitled to vote at such meeting.  The business  transacted at a special
meeting of  shareholders  is limited to the purposes stated in the notice of the
meeting. Any matter relating to the affairs of the Corporation may be brought up
for action at an annual meeting of shareholders,  provided, however, that unless
stated  in the  notice  of the  meeting,  (1) no by-law  may be  brought  up for
adoption, amendment or repeal,


<PAGE>


and (2) no matter,  other than  election of  directors,  may be brought up which
expressly  requires the vote of shareholders  pursuant to the Connecticut  Stock
Corporation Act (the "Act").

     Section 1.07 Waiver and Notice. A shareholder may waive notice of the date,
time,  place and purpose or purposes of a meeting of  shareholders.  A waiver of
notice by a shareholder entitled to notice is effective whether given before, at
or after the meeting, and whether given in writing or by attendance.  Attendance
by a shareholder at a meeting is a waiver of notice of that meeting,  unless the
shareholder  objects  prior  to or at the  commencement  of the  meeting  to the
transaction of business  because the meeting is not lawfully  called or convened
due to a lack of proper notice.

     Section 1.08 Quorum; Acts of Shareholders. The holders of a majority of the
voting  power of the shares  entitled to vote at a  shareholders'  meeting are a
quorum for the  transaction  of  business.  If a quorum is  present  when a duly
called or held meeting is  convened,  the  shareholders  present may continue to
transact business until  adjournment,  even though the withdrawal of a number of
the  shareholders  originally  present leaves less than the proportion or number
otherwise  required  for a  quorum.  Except  as  otherwise  required  by  law or
specified  in  the  Certificate  of  Incorporation   of  the  Corporation,   the
shareholders  shall  take  action by the  affirmative  vote of the  holders of a
majority of the voting  power of the shares  present  and  entitled to vote at a
duly held meeting of shareholders.

     Section  1.09  Voting  Rights.   Subdivision  1.  Each  outstanding  share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of  shareholders  unless and except to the extent  that voting
rights of shares of any class are specified, increased, limited or denied by the
Certificate of Incorporation of the Corporation. Except as otherwise required by
law, a holder of shares  entitled to vote may vote any portion of such shares in
any way the shareholder  chooses. If a shareholder votes without designating the
proportion  or number of shares voted in a particular  way, the  shareholder  is
deemed to, have voted all of the shares in that way.

     Subdivision  2. The Board of Directors may fix a date not more than seventy
days and not less than ten days before the date of a meeting of  shareholders as
the date for the  determination  of the holders of shares  entitled to notice of
and entitled to vote at the meeting.  When a date is so fixed, only shareholders
on that date are entitled to notice of and  permitted to vote at that meeting of
shareholders.

     Section 1.10 A  shareholder  may cast or authorize the casting of a vote by
filing a written  appointment of a proxy,  signed and dated,  with an officer of
the  Corporation  at or before  the  meeting at which the  appointment  is to be
effective.  Such proxy  shall be invalid  after  eleven  months from its date of
execution  unless it specifies the length of time for which it is to continue in
force or limits its use to a particular meeting not yet held.

     Section 1.11 Action Without a Meeting.  Any action required or permitted to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting by written consent, setting forth the action so taken or to be
taken, signed by all of the shareholders entitled to vote


                                       -2-


<PAGE>


on that action,  or by their duly  authorized  attorneys.  The written action is
effective  when it has  been  signed  by all of  those  shareholders,  unless  a
different   effective  time  is  provided  in  the  written  action.   All  such
resolutions,  waivers,  consents and  approvals  shall be recorded in the minute
books of the Corporation.

                                    DIRECTORS

     Section 2.01 Number; Qualifications.  Except as provided in the certificate
of incorporation, the business, property and affairs of the Corporation shall be
managed by or under the  direction of a Board of Directors.  Directors  shall be
natural persons.  The Corporation  shall have a Board of Directors not less than
three or more than seven directors.  However, if at any time there are less than
three  shareholders,  the minimum  number of directors  shall be the same as the
number of shareholders.  The number of directors shall be determined, within the
limits stated above,  from time to time, by the  shareholders  entitled to vote.
Directors need not be shareholders or residents of Connecticut.

     Section 2.02 Term. Each director shall serve for a term that expires at the
next annual  meeting of the  shareholders.  A director shall hold office until a
successor is elected and has qualified or until the earlier death,  resignation,
removal or disqualification of the director.

     Section 2.03 Vacancies.  Vacancies on the Board of Directors resulting from
the death, resignation,  removal or disqualification of a director may be filled
by the  affirmative  vote of a majority of the  remaining  members of the Board,
though less than a quorum.  Vacancies on the Board  resulting from newly created
directorships  may be  filled  by the  affirmative  vote  of a  majority  of the
directors  serving  at the time such  directorships  are  created.  Each  person
elected to fill a vacancy  shall hold  office  until a  qualified  successor  is
elected  by the  shareholders  at the next  regular  meeting  or at any  special
meeting duly called for that purpose.

     Section  2.04 Place of  Meetings.  Each  meeting of the Board of  Directors
shall be held at the principal  executive  office of the  Corporation or at such
other place as may be designated  from time to time by a majority of the members
of the Board.

     Section 2.05 Regular  Meetings.  Regular meetings of the Board of Directors
for the election of officers and the  transaction of any other business shall be
held without notice at the place  determined by a majority of the members of the
Board.

     Section 2.06 Special Meetings.  A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the Board
by giving not less than two days' notice to all directors of the date,  time and
place of the meeting,  provided that when notice is mailed,  at least four days'
notice shall be given. The notice need not state the purpose of the meeting.

     Section 2.07 Waiver of Notice;  Previously Scheduled Meetings.  Subdivision
1. A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board of Directors. A waiver of notice

                                       -3-

<PAGE>


by a director  entitled to notice is effective whether given before, at or after
the meeting, and whether given in writing,  orally or by attendance.  Attendance
by a  director  at a meeting is a waiver of notice of that  meeting,  unless the
director  objects at the beginning of the meeting to the transaction of business
because the meeting is not  lawfully  called or convened due to a lack of proper
notice.

     Subdivision  2. If the day or date,  time and place of a Board of Directors
meeting have been  provided  herein or  announced  at a previous  meeting of the
Board, no notice is required.  Notice of an adjourned  meeting need not be given
other than by announcement  at the meeting at which  adjournment is taken of the
date, time and place at which the meeting will be reconvened.

     Section 2.08 Quorum; Acts of Board. The presence in person of a majority of
the directors currently holding office shall be necessary to constitute a quorum
for the transaction of business.  In the absence of a quorum,  a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present.  If a quorum is present  when a duly held  meeting is
convened,  the  directors  present  may  continue  to  transact  business  until
adjournment,  even though the withdrawal of a number of the directors originally
present  leaves less than the  proportion  or number  otherwise  required  for a
quorum.  Except as otherwise  required by law or specified in the Certificate of
Incorporation  of the  Corporation,  the Board of Directors shall take action by
the  affirmative  vote of a  majority  of the  directors  present at a duly held
meeting.

     Section 2.09 Electronic Communications. A conference among directors by any
means of communication  through which the directors may simultaneously hear each
other  during  the  conference  constitutes  a Board of  Directors  meeting or a
meeting of a committee of the Board of Directors, if the same notice is given of
the  conference  as  would be  required  for a  meeting,  and if the  number  of
directors  participating  in the conference  would be sufficient to constitute a
quorum at a meeting. A director may participate in a Board meeting not described
in the  immediately  preceding  sentence by any means of  communication  through
which  the  director,   other  directors  so  participating  and  all  directors
physically present at the meeting may simultaneously  hear each other during the
meeting.  Participation  in a meeting by any means  referred to in this  Section
2.09 constitutes presence in person at the meeting.

     Section  2.10  Absent  Directors.  A director of the  Corporation  may give
advance written consent or opposition to a proposal to be acted on at a Board of
Directors  meeting.  If the director is not present at the  meeting,  consent or
opposition  to  a  proposal  does  not  constitute   presence  for  purposes  of
determining  the  existence  of a quorum,  but  consent or  opposition  shall be
counted as a vote in favor of or against  the  proposal  and shall be entered in
the minutes or other record of action at the meeting,  if the proposal  acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.

     Section 2.11 Action Without a Meeting.  Any action required or permitted to
be taken at a Board of  Directors  meeting or at a meeting of a committee of the
Board of Directors may be taken without a meeting by

                                       -4-

<PAGE>


written consent signed by all of the directors,  if the number of such directors
or members signing  constitutes a quorum for such action,  and such action shall
be a valid corporate action as though it had been authorized at a meeting of the
Board of  Directors  or  committee,  as the case may be. The  written  action is
effective  when signed by the required  number of directors,  unless a different
effective  time is  provided  in the  written  action.  When  written  action is
permitted  to be  taken by less  than  all  directors,  all  directors  shall be
notified  immediately of its text and effective  date. The secretary  shall file
such consents with the minutes of the meetings of the Board of Directors.

     Section  2.12  Committees.  Subdivision  1. A  resolution  approved  by the
affirmative  vote  of a  majority  of  the  Board  of  Directors  may  establish
committees  having the authority of the Board in the  management of the business
of the Corporation  only to the extent  provided in the  resolution.  Committees
shall be subject at all times to the direction and control of the Board.

     Subdivision  2. A committee  shall consist of one or more natural  persons,
who shall be  directors,  appointed  by  affirmative  vote of a majority  of the
directors present at a duly held Board of Directors meeting.

     Subdivision  3. Sections 2.04 to 2.11 hereof shall apply to committees  and
members of committees to the same extent as those sections apply to the Board of
Directors.

     Subdivision  4.  Minutes,  if any,  of  committee  meetings  shall  be made
available upon request to members of the committee.

     Section 2.13 Removal of Directors. Any one or more directors may be removed
either with or without cause at any time, by a vote of the shareholders  holding
a majority of the stock entitled to vote at any special  meeting called for this
purpose. When any director is removed at any special meeting, a new director may
be elected at the same meeting of the shareholders for the unexpired term of the
director  removed.  If the  shareholders  fail to  elect a  person  to fill  the
unexpired term of the director removed,  such unexpired term shall be considered
a  vacancy  on the  board  which may be  filled  by the  remaining  director  or
directors as provided above.

     Section 2.14 Compensation. The Board of Directors may fix the compensation,
if any, of directors.

                                    OFFICERS

     Section 3.01 Number and  Designation.  The Board of Directors shall elect a
President, such Vice Presidents as may be deemed necessary or appropriate in its
discretion,  a Treasurer  and a Secretary,  and it shall elect or appoint,  from
time to time,  such  other  officers  and  assistant  officers  as may be deemed
necessary or appropriate in its discretion.  Any two or more offices may be held
by the same  person,  except  the  offices of  President  and  Secretary.

     Section 3.02 Chief Executive  Officer.  Unless otherwise  determined by the
Board of Directors, the Chief Executive Officer (a) shall,


                                       -5-

<PAGE>

when present,  preside at all meetings of the Board of Directors;  (b) shall see
that all orders and  resolutions  of the Board are carried into effect;  (c) may
maintain records of and certify  proceedings of the Board and shareholders;  and
(d)  shall  perform  such  other  duties  as may be  prescribed  by the Board of
Directors from time to time.

     Section 3.03 Chief Operating  Officer.  Unless otherwise  determined by the
Board of  Directors,  the Chief  Operating  Officer  shall have  general  active
management  of the  Corporation,  may  supervise  all  operating  aspects of the
Corporation  and shall  perform  such other duties as may be  prescribed  by the
Board of Directors from time to time.

     Section 3.04 Chief Financial  Officer.  Unless otherwise  determined by the
Board of  Directors,  the  Chief  Financial  Officer  (a)  shall  keep  accurate
financial records for the Corporation;  (b) shall deposit all monies, drafts and
checks in the name of and to the  credit of the  Corporation  in such  banks and
depositories  as the Board shall  designate from time to time; (c) shall endorse
for deposit all notes,  checks and drafts received by the Corporation as ordered
by the Board,  making proper  vouchers  therefor;  (d) shall disburse  corporate
funds and issue checks and drafts in the name of the Corporation,  as ordered by
the Board;  (e) shall render to the Chief  Executive  Officer or Chief Operating
Officer and the Board,  whenever requested,  an account of all of such officer's
transactions  as Chief Financial  Officer and of the financial  condition of the
Corporation; and (f) shall perform such other duties as may be prescribed by the
Board or the Chief Operating Officer from time to time.

     Section  3.05  President.  Unless  otherwise  determined  by the  Board  of
Directors, the President shall be the Chief Executive Officer or Chief Operating
Officer of the  Corporation.  The President  shall perform such duties as may be
prescribed by the Board from time to time,  including  presiding at all meetings
of the  shareholders  and,  in the  absence of the  Chairman  of the  Board,  at
meetings of the Board.

     Section 3.06 Vice Presidents.  Any one or more Vice Presidents, if any, may
be  designated  by the  Board  as  Executive  Vice  Presidents  or  Senior  Vice
Presidents.  During the absence or disability of the President,  it shall be the
duty of the highest ranking Executive Vice President, and, in the absence of any
such Vice  President,  it shall be the duty of the highest  ranking  Senior Vice
President or other Vice President,  who shall be present at the time and able to
act, to perform the duties of the  President.  The  determination  of who is the
highest  ranking of two or more persons  holding the same office  shall,  in the
absence of specific  designation  of order of rank by the Board,  be made on the
basis of the  earliest  date of  appointment  or  election,  or, in the event of
simultaneous  appointment  or election,  on the basis of the longest  continuous
employment by the Corporation.

     Section  3.07  Secretaries.  Unless  otherwise  determined  by the Board of
Directors,  the Secretary shall attend all meetings of the  shareholders and all
meetings  of the Board,  shall  record or cause to be recorded  all  proceedings
thereof in a book to be kept for that purpose, and may certify such proceedings.
Except as  otherwise  required  or  permitted  by law or by these  By-Laws,  the
Secretary  shall  give or  cause  to be  given  notice  of all  meetings  of the
shareholders and all meetings of the Board.


                                       -6-

<PAGE>


     Section  3.08  Treasurer.  Unless  otherwise  determined  by the  Board  of
Directors,   the  Treasurer  shall  be  the  Chief  Financial   Officer  of  the
Corporation.  If an  officer  other  than  the  Treasurer  is  designated  Chief
Financial  Officer,  the Treasurer shall perform such duties as may from time to
time be assigned by the Board.

     Section 3.09 Authority and Duties.  In addition to the foregoing  authority
and  duties,  all  officers  of the  Corporation  shall  respectively  have such
authority  and perform  such  duties in the  management  of the  business of the
Corporation  as may be  designated  from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the  directors  present,  an officer  elected or  appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.

     Section 3.10 Term.  Subdivision  1. All officers of the  Corporation  shall
hold office until their  respective  successors are chosen and have qualified or
until their earlier death, resignation or removal.

     Subdivision  2. An officer may resign at any time by giving  written notice
to the  Corporation.  The resignation is effective  without  acceptance when the
notice is given to the  Corporation,  unless a later effective date is specified
in the notice.

     Subdivision  3. An  officer  may be  removed  at any time,  with or without
cause,  by a resolution  approved by the  affirmative  vote of a majority of the
directors present at a duly held Board of Directors meeting.

     Subdivision  4. A vacancy  in an  office  because  of  death,  resignation,
removal, disqualification or other cause may be filled for the unexpired portion
of the term by the Board of Directors.

     Section 3.11  Salaries.  The  salaries of all  officers of the  Corporation
shall be fixed by the Board of  Directors or by the Chief  Executive  Officer if
authorized by the Board.

     Section  3.12  Notice of  Changes in  Directors  and  Officers.  Whenever a
director  or officer of the  Corporation  (a) ceases to be in office  because of
death, resignation,  removal, disqualification or otherwise, or (b) is appointed
or  elected  to the  Board of  Directors  or to hold a  corporate  office,  such
director or officer or the Corporation  shall file as a matter of public record,
within 90 days following the date of such cessation,  appointment or election, a
notice  with the  Secretary  of State of the State of  Connecticut.  Such notice
shall be executed  and filed as provided in Section  33-285 of the Act and shall
set  forth  (a) the name of the  Corporation,  (b) the name of the  director  or
officer to which the notice relates,  (c) his or her respective office or former
office,  and (d) the respective  date when he or she was appointed or elected or
ceased to be in office.

                                 INDEMNIFICATION

     Section 4.01 Indemnification. The Corporation shall indemnify such persons,
for such expenses and liabilities, in such manner, under such


                                       -7-

<PAGE>


circumstances,  and to such extent,  as required or permitted by Section 33-320a
of the Act, as amended  from time to time,  or as required or permitted by other
provisions of law.

     Section 4.02 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted  against and incurred by such person in or arising from that  capacity,
whether or not the  Corporation  would  otherwise be required to  indemnify  the
person against the liability.

     Section 4.03 Other Corporations.  Unless otherwise  determined by the Board
of  Directors,  the  President  or such other  officer of the  Corporation  duly
authorized  by the  President,  shall have full power and authority on behalf of
the Corporation to attend and to vote at any meeting of the  shareholders of any
corporation of which the Corporation may hold stock,  and may exercise on behalf
of the  Corporation  any  and  all of the  rights  and  powers  incident  to the
ownership of such stock at any such meeting,  and shall have power and authority
to execute and  deliver  proxies and  consents on behalf of the  Corporation  in
connection  with the exercise of the rights and powers incident to the ownership
of such stock.

                                     SHARES

     Section  5.01  Certificated  Shares.  Subdivision  1.  The  shares  of  the
Corporation   shall  be  certificated   shares.   Each  holder  of  duly  issued
certificated shares is entitled to a certificate of shares.

     Subdivision  2. Each  certificate  of shares  of the  Corporation  shall be
signed by the Chief Executive Officer, the President or any Vice President,  and
the Chief Financial Officer, the Secretary or any. Assistant Secretary, but when
a certificate is signed by a transfer agent or a registrar, the signature of any
such officer upon such certificate may be a facsimile, engraved or printed. If a
person signs or has a facsimile  signature  placed upon a  certificate  while an
officer, transfer agent or registrar of the Corporation,  the certificate may be
issued  by the  Corporation,  even if the  person  has  ceased  to serve in that
capacity before the certificate is issued, with the same effect as if the person
had that capacity at the date of its issue.

     Subdivision 3. A certificate  representing shares issued by the Corporation
shall,  if the  Corporation is authorized to issue shares of more than one class
or series,  set forth upon the face or back of the  certificate,  or shall state
that the Corporation  will furnish to any  shareholder  upon request and without
charge,  a full  statement of the  designations,  preferences,  limitations  and
relative  rights of the shares of each class or series  authorized to be issued,
so far as they have been determined, and the authority of the Board of Directors
to determine  the  relative  rights and  preferences  of  subsequent  classes or
series.

     Section 5.02 Declaration of Dividends and Other Distributions. The Board of
Directors shall have the authority to declare dividends and other  distributions
upon the shares of the Corporation to the extent permitted by law.


                                      -8-

<PAGE>


     Section  5.03  Transfer  of  Shares.  Shares  of  the  Corporation  may  be
transferred  only on the books of the  Corporation  by the  holder  thereof,  in
person or by such  person's  attorney.  Shares  shall be  transferred  only upon
surrender and  cancellation  of  certificates  for a like number of shares.  The
Board of  Directors,  however,  may  appoint  one or more  transfer  agents  and
registrars  to  maintain  the share  records  of the  Corporation  and to effect
transfers of shares.

     Section  5.04  Record  Date.  The Board of  Directors  may fix a time,  not
exceeding sixty days preceding the date fixed for the payment of any dividend or
other  distribution,  as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution,  and in such
case  only  shareholders  of record on the date so fixed  shall be  entitled  to
receive  payment of such  dividend or other  distribution,  notwithstanding  any
transfer of any shares on the books of the Corporation  after any record date so
fixed.

                                  MISCELLANEOUS

     Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages,
bonds,  checks,  contracts and other instruments  pertaining to the business and
affairs of the  Corporation  shall be signed on behalf of the Corporation by the
Chief Executive Officer,  or the Chief Operating Officer,  or the President,  or
any Vice President, or by such other person or persons as may be designated from
time to time by the Board of Directors.

     Subdivision 2. If a document must be executed by persons holding  different
offices or  functions  and one  person  holds such  offices  or  exercises  such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.

     Section  6.02  Advances.  The  Corporation  may,  without  a  vote  of  the
directors,  advance  money to its  directors,  officers  or  employees  to cover
expenses  that can  reasonably  be  anticipated  to be  incurred  by them in the
performance   of  their   duties  and  for  which  they  would  be  entitled  to
reimbursement in the absence of an advance.

     Section 6.03 Corporate Seal. The Corporation shall have no seal.

     Section 6.04 Fiscal Year. The fiscal year of the  Corporation  shall end on
the Saturday nearest the last day of March of each year.

     Section 6.05  Amendments.  The Board of  Directors  shall have the power to
adopt,  amend or repeal the By-Laws of the Corporation,  subject to the power of
the shareholders to change or repeal the same, provided, however, that no By-Lay
prescribing  the vote  required to amend the By-Laws or any  provisions  thereof
shall be amended by a lesser vote.



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