<PAGE>


                                     BY-LAWS
                                       OF
                               CANOE & KAYAK, INC.

                                    ARTICLE I

                                    OFFICERS

     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. 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

                                  STOCKHOLDERS

     Section 1. The annual meeting of stockholders for the election of directors
and the  transaction  of other  business  shall be held  annually  at such place
either  within or without the State of Delaware  as shall be  designated  by the
board of directors and stated in the notice of the meeting.  Special meetings of
stockholders  for any  purpose or  purposes  may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of  stockholders  shall be held on such date and
at such time as shall be designated  from time to time by the board of directors
and stated in the notice of the  meeting,  at which  stockholders  shall elect a
board of directors and transact  such other  business as may properly be brought
before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not less  than  ten or more  than  sixty  days  before  the date of the
meeting, except as otherwise required by law.

     Section  4.  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 such stockholder.


<PAGE>


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  who is
present.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or at the  request in writing of  stockholders  owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting stating the place,  date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten or more than sixty days  before the date of the
meeting  to  each  stockholder  entitled  to vote at  such  meeting,  except  as
otherwise required by law.

     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     Section 8. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote at a meeting,  whether  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,  the  stockholders  entitled to
vote at such meeting,  whether present in person or represented by proxy,  shall
have the 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.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the voting power of the stock 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.

     Section 10. Unless otherwise  provided in the certificate of incorporation,
each  stockholder  shall at every meeting of the stockholders be entitled to one
vote in person or by proxy

                                       2

<PAGE>


for  each  share  of  the  capital  stock  having  voting  power  held  by  such
stockholder,  but no proxy shall be effective for more than three years from its
date, unless the proxy provides for a longer period.

     Section 11. 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.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The business and affairs of the corporation  shall be managed by
or under the direction of a board of one or more directors.  The stockholders at
their annual  meeting shall  determine the number of directors to constitute the
board for the next year,  provided  that  thereafter  the  authorized  number of
directors may be increased by the stockholders or the board and decreased by the
stockholders.  The  directors  shall be  elected  at the  annual  meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his or her successor is elected and qualified or
until  his  or  her  earlier  resignation  or  removal.  Directors  need  not be
stockholders.

     Section 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the  directors  then  in  office,  although  less  than a  quorum,  or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual  election and until their  successors are duly elected and shall qualify,
unless sooner displaced.  If there are no directors in office,  then an election
of directors may be held in the manner  provided by statute.  If, at the time of
filling any vacancy or any newly created  directorship,  the  directors  then in
office shall  constitute less than a majority of the whole board (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or  stockholders  holding at least ten percent of
the total number of 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.


                                       3

<PAGE>

                       Meetings of the Board of Directors

     Section 3. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     Section 4. The first meeting of each newly elected board of directors shall
be held  immediately  after the annual meeting of  stockholders  and at the same
place,  and no notice of such meeting  shall be  necessary to the newly  elected
directors in order  legally to  constitute  the meeting,  provided that a quorum
shall be  present.  In the event that such  meeting is not held at that time and
place, the meeting may be held at such time and place as shall be specified in a
notice  given as  hereinafter  provided  for  special  meetings  of the board of
directors,  or as shall be  specified in a written  waiver  signed by all of the
directors.

     Section 5. 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 of the board may be called by the president on
three days' notice to each director,  either personally,  by telephone, by mail,
by telegram or by any other means of  communication;  special  meetings shall be
called by the  president  or  secretary in like manner and on like notice on the
written request of one or more of the directors.

     Section 7. At all meetings of the board 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 may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present.

     Section 8. 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 9. 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 in 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.


                                       4

<PAGE>

                             Committees of Directors

     Section 10. The board of directors may, by resolution  passed by a majority
of the whole board, designate one or more committees,  each consisting 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, she 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,  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,  but no such  committee  shall have the power or authority to amend
the certificate of incorporation, adopt an agreement of merger or consolidation,
recommend  to  the   stockholders   the  sale,  lease  or  exchange  of  all  or
substantially  all of the  corporation's  property and assets,  recommend to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
or amend the by-laws of the corporation; and, unless the resolution of the board
designating  the committee  expressly so provides,  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 the  Delaware
General  Corporation  Law. 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. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            Compensation of Directors

     Section  12. 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 and may be paid a fixed sum
for  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.

                              Removal of Directors

     Section 13. Unless otherwise  restricted by law, any director or the entire
board of directors may be removed,  with or without  cause,  by the holders of a
majority of the stock issued and outstanding and entitled to vote at an election
of directors.


                                       5
<PAGE>


                                   ARTICLE IV

                                     NOTICES

     Section 1.  Whenever,  under the  provisions  of  statute,  certificate  of
incorporation or by-laws, notice is required to be given to any stockholder,  it
shall not be construed to require  personal notice but shall mean such notice as
may be given  in  writing,  by  mail,  addressed  to such  stockholder,  at such
stockholder's  address  as it appears on the  records of the  corporation,  with
postage thereon  prepaid,  and such notice shall be deemed to have been given at
the time when the same shall have been deposited in the United States mail.

     Section 2. Whenever any notice is required to be given under the provisions
of  statute,  certificate  of  incorporation  or  by-laws,  a waiver  thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. 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,  directors or a committee  of  directors  need be specified in any
written waiver of notice.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall include a president, a secretary and a treasurer.  The board
of  directors  may  also  choose  a  chairman  of the  board,  one or more  vice
presidents and one or more assistant secretaries and assistant  treasurers.  Any
number of offices  may be held by the same  person,  unless the  certificate  of
incorporation or these by-laws provide otherwise.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of  stockholders  shall choose a president,  a secretary and a treasurer
and such other officers as it deems necessary or appropriate.

     Section 3. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem necessary or  appropriate,  and such officers shall hold
their  offices for such terms and shall  exercise  such powers and perform  such
duties as shall be determined from time to time by the board.


                                       6

<PAGE>


     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by or in the manner prescribed by the board of directors.

     Section 5. Each officer of the  corporation  shall hold office until his or
her successor is elected and  qualified or until his or her earlier  resignation
or removal.  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 vacancy occurring in any office of the corporation may or, in the
case of the president,  secretary or treasurer, shall, be filled by the board of
directors.

                                  The President

     Section  6. The  president  shall be the  chief  executive  officer  of the
corporation,  shall preside at all meetings of the stockholders and the board of
directors  (unless a chairman of the board is currently holding office, in which
event the  chairman of the board  shall  preside at such  meetings),  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 out and
put into effect.

     Section  7.  The  president  shall  execute  bonds,   mortgages  and  other
contracts,  except where required or permitted by law to be otherwise signed and
executed  and except  where  signing and  execution  thereof  shall be expressly
delegated  by the  board of  directors  to some  other  officer  or agent of the
corporation or except as otherwise permitted in Section 8 hereof.

     Section 8. In the  absence of the  president  or in the event of his or her
inability to act, the chairman of the board or the vice president, if any (or if
there  is more  than one  vice  president,  the  vice  presidents  in the  order
designated by the directors,  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  shall  be  subject  to  all  the
restrictions upon the president. The vice presidents, if any, shall perform such
other duties and have such other powers as the board of directors  may from time
to time prescribe.

                     The Secretary and Assistant Secretaries

     Section  9.  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 or she  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
or president, under whose supervision he or she shall be.

     Section 10. In the absence of the  secretary  or in the event of his or her
inability to act, the assistant secretary, if any (or if there is more than one,
the assistant  secretaries in the order  designated by the directors,  or in the
absence of any designation, then in the order of their election),


                                       7

<PAGE>




shall  perform the duties and  exercise  the powers of the  secretary  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                     The Treasurer and Assistant Treasurers

     Section 11. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books belonging to the corporation and shall deposit all money
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.

     Section 12. The treasurer  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 or her  transactions as treasurer and of the financial  condition of the
corporation.

     Section 13. In the absence of the  treasurer  or in the event of his or her
inability to act, the assistant treasurer, if any (or if there is more than one,
the assistant  treasurers in the order  designated by the  directors,  or in the
absence of any designation then in the order of their  election),  shall perform
the duties and exercise the powers of the treasurer and shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a certificate signed by, or in the name of the corporation by, the chairman
of the  board of  directors  or the  president  or a vice  president  and by the
treasurer or an assistant  treasurer or the secretary or an assistant  secretary
of the corporation,  certifying the number of shares owned by such person in the
corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the  certificates  issued  to  represent  any such  partly  paid
shares, the total amount of the consideration to be paid therefor and the amount
paid thereon shall be specified.

     If the  corporation  is authorized to issue more than one class of stock or
more than one series of any class,  the powers,  designations,  preferences  and
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 or certificates  which the corporation shall issue to
represent  such class or series of stock,  provided  that,  except as  otherwise
provided in Section 202 of the Delaware


                                        8

<PAGE>


General  Corporation Law, or any successor  provisions enacted from time to time
to time,  in lieu of the foregoing  requirements,  there may be set forth on the
face or back of the  certificate or  certificates  which the  corporation  shall
issue  to  represent  such  class or  series  of  stock,  a  statement  that the
corporation  will furnish without charge to each stockholder who so requests the
powers, designation, preferences and 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  2.  Any  or  all  of the  signatures  on  the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have 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 such
person were such officer, transfer agent or registrar at the date of issue.

                                Lost Certificates

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate or  certificates,  or such
owner's  legal  representative,  to give the  corporation  a bond  sufficient to
indemnify  it against  any claim that may be made  against  the  corporation  on
account of the alleged loss,  theft or  destruction  of any such  certificate or
certificates or the issuance of such new certificate or certificates.

                                Transfer of Stock

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of succession,  assignation  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               Fixing Record Date

     Section 5. 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, to express consent to corporate action in writing without a
meeting,  to receive payment of any dividend or other  distribution or allotment
of any rights, or 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 be not more than sixty
or less than ten


                                        9

<PAGE>


days before the date of such meeting, or more than sixty days prior to any other
action.  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.

                             Registered Stockholders

     Section 6. 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 Delaware
General Corporation Law.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    Dividends

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions (if any) of the certificate of incorporation,  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 of the capital  stock,
subject to the provisions of the certificate of incorporation.

     Section 2. Before  payment of any  dividend,  there may be set aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve 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 deem in the best interests of the corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.

                                     Checks

     Section  3. 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.

                                   Fiscal Year

     Section 4. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.



                                       10

<PAGE>


                                  ARTICLE VIII

                                 INDEMNIFICATION

     Section 1. The corporation shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of such  corporation) by
reason of the fact  that such  person is or was a  director  or  officer  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in  connection  with such action,  suit or proceeding if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself, create a presumption that such person did not act in good faith and in a
manner which he or she  reasonably  believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  shall not,  of itself,  create a  presumption  that such person had
reasonable cause to believe that such conduct was unlawful.

     Section 2. The corporation shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation by reason of the fact that
such  person is or was a director  or officer of the  corporation,  or is or was
serving at the  request of the  corporation  as a director or officer of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation,  provided,  however,
that no indemnification shall be made with respect to any claim, issue or matter
as to which such  person  shall have been  adjudged  liable to the  corporation,
except to the extent that the Court of Chancery of the State of Delaware (or the
court in which such  action or suit was  brought)  determines  that  despite the
adjudication  of  liability,  such person is fairly and  reasonably  entitled to
indemnity  for such  expenses  as such Court of  Chancery  or other  court deems
proper.

     Section 3. To the extent that a directoror  officer has been  successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in  Sections  (1) or (2) of this  by-law,  or in defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.


                                       11

<PAGE>


     Section 4. Any  indemnification  under  Sections  (1) or (2) of this by-law
(unless  ordered  by a  court)  shall  be made by the  corporation  only  upon a
determination  that  indemnification of the director or officer is proper in the
circumstances  because he or she has met the applicable standards of conduct set
forth in said Sections (1) and (2). Such determination  shall be made (1) by the
board of directors of the corporation by a majority vote of a quorum  consisting
of directors who were not parties to such action, suit or proceeding,  or (2) if
such a  quorum  is not  obtainable,  or,  even if  obtainable,  if a  quorum  of
disinterested  directors so directs,  by  independent  legal counsel (who may be
regular  counsel  for the,  corporation)  in a  written  opinion,  or (3) by the
stockholders of the corporation.

     Section  5.  Expenses  incurred  by any  person  who may  have a  right  of
indemnification  under these  by-laws in  defending a civil or criminal  action,
suit or  proceeding  may 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 he or she is not entitled to be indemnified by the  corporation
pursuant to these by-laws.

     Section 6. The  indemnification and advancement of expenses provided by, or
granted pursuant to, these by-laws are (a) in addition to and independent of and
shall  not be deemed  exclusive  of any other  rights  of any  person  under any
certificate   of   incorporation,   articles  of   incorporation,   articles  of
association, by-law, agreement, vote of stockholders or disinterested directors,
or otherwise, (b) apply both to such person's action in an official capacity and
to action in another capacity while holding such office,  (c) shall continue for
a person who has ceased to be a director  or officer  and (d) shall inure to the
benefit of the heirs,  executors and  administrators of such a person;  provided
however that any  indemnification  realized other than under these by-laws shall
apply as a credit against any indemnification provided by these by-laws.

     Section 7. The corporation may purchase and maintain insurance on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise,  against any liability asserted against such
person and incurred by him or her in any such capacity, or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify  such person  against such  liability  under the  provisions  of these
by-laws or of  applicable  law, if and  whenever  the board of  directors of the
corporation deems it in the best interests of the corporation to do so.


                                       12

<PAGE>


     Section 8. For the purposes of these by-laws and indemnification hereunder,
any person who is or was a director or officer of any other corporation of which
the corporation  owns or controls or at the time in question owned or controlled
directly or  indirectly  a majority of the shares of stock  entitled to vote for
election of directors of such other corporation  shall be conclusively  presumed
to be serving or have  served as such  director or officer at the request of the
corporation.

     Section 9. The corporation may provide  indemnification under these by-laws
to any employee or agent of the corporation or of any other corporation of which
the corporation  owns or controls or at the time in question owned or controlled
directly or  indirectly  a majority of the shares of stock  entitled to vote for
election of  directors  or to any  director,  officer,  employee or agent of any
other  corporation,  partnership,  joint venture,  trust or other  enterprise in
which the corporation  has or at the time had an interest as an owner,  creditor
or otherwise, if and whenever the board of directors of the corporation deems it
in the best interests of the corporation to do so.

     Section  10. The  corporation  may,  to the  fullest  extent  permitted  by
applicable  law from time to time in effect,  indemnify any and all persons whom
the  corporation  shall have power to indemnify  under such law from and against
any and all of the  expenses,  liabilities  or other  matters  referred to in or
covered by said law, if and whenever  the board of directors of the  corporation
deems it to be in the best interests of the corporation to do so.

                                   ARTICLE IX

                                      SEAL

                       The corporation shall have no seal.

                                    ARTICLE X

                                   AMENDMENTS

     These  by-laws  may be  altered,  amended or repealed or new by-laws may be
adopted by the stockholders or by the board of directors.


                                       13