EXHIBIT 3.2








                              AMENDED AND RESTATED
                                    BYLAWS OF
                                  ARMITEC, INC.
                            (a Delaware corporation)

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I -  Offices...........................................................1

    Section  1.  Registered Office.............................................1
    Section  2.  Principal Office..............................................1
    Section  3.  Other Offices.................................................1

ARTICLE II - Meetings of Stockholders..........................................1

    Section  1.  Place of Meetings.............................................1
    Section  2.  Annual Meetings...............................................1
    Section  3.  Special Meetings..............................................1
    Section  4.  Stockholder Lists.............................................2
    Section  5.  Notice of Meetings............................................2
    Section  6.  Quorum and Adjournment........................................2
    Section  7.  Voting........................................................3
    Section  8.  Proxies.......................................................3
    Section  9.  Inspector of Election.........................................3
    Section 10.  Consent of Stockholders in Lieu of Meeting....................3

ARTICLE III - Directors........................................................4

    Section  1.  Powers........................................................4
    Section  2.  Number........................................................4
    Section  3.  Vacancies and Newly Created Directorships.....................4
    Section  4.  Meetings......................................................4
    Section  5.  Annual Meeting................................................4
    Section  6.  Regular Meetings..............................................4
    Section  7.  Special Meetings..............................................4
    Section  8.  Quorum........................................................5
    Section  9.  Fees and Compensation.........................................5
    Section 10.  Meetings by Telephonic Communication..........................5
    Section 11.  Committees....................................................5
    Section 12.  Action Without Meetings.......................................6
    Section 13.  Removal.......................................................6

ARTICLE IV - Officers..........................................................6

    Section  1.  Appointment and Salaries......................................6
    Section  2.  Removal and Resignation.......................................6
    Section  3.  Chairman of the Board.........................................7
    Section  4.  President.....................................................7
    Section  5.  Vice President................................................7

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    Section  6.  Secretary and Assistant Secretary.............................7
    Section  7.  Treasurer.....................................................7
    Section  8.  Assistant Officers............................................8

ARTICLE V - Seal...............................................................8

ARTICLE VI - Form of Stock Certificate.........................................8

ARTICLE VII - Representation of Shares of Other Corporations...................9

ARTICLE VIII - Transfers of Stock..............................................9

ARTICLE IX - Lost, Stolen or Destroyed Certificates............................9

ARTICLE X - Record Date........................................................9

ARTICLE XI - Registered Stockholders..........................................10

ARTICLE XII - Fiscal Year.....................................................11

ARTICLE XIII - Amendments.....................................................11

ARTICLE XIV - Dividends.......................................................11

    Section 1. Declaration....................................................11
    Section 2. Set Aside Funds................................................11

ARTICLE XV - Indemnification and Insurance....................................11

    Section  1.  Right to Indemnification.....................................11
    Section  2.  Right of Claimant to Bring Suit..............................12
    Section  3.  Non-Exclusivity of Rights....................................12
    Section  4.  Insurance....................................................12
    Section  5.  Expenses as a Witness........................................13
    Section  6.  Indemnity Agreements.........................................13


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<PAGE>


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                  ARMITEC, INC.
                            (a Delaware corporation)



                                    ARTICLE I
                                     OFFICES

     Section 1.  Registered  Office.  The registered  office of the  Corporation
shall be in the City of Lewes, County of Sussex, State of Delaware, and the name
of the resident agent in charge thereof is the agent named in the Certificate of
Incorporation until changed by the Board of Directors (the "Board").

     Section 2. Principal  Office.  The principal  office for the transaction of
the business of the Corporation  shall be at such place as may be established by
the  Board.  The Board is  granted  full  power  and  authority  to change  said
principal office from one location to another.

     Section  3.  Other  Offices.  The  Corporation  may also  have an office or
offices at such other places, either within or without the State of Delaware, as
the Board may from time to time designate or the business of the Corporation may
require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of  Meetings.  Meetings of  stockholders  shall 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.  Annual  meetings of the  stockholders  of the
Corporation  for the purpose of electing  directors and for the  transaction  of
such other proper  business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     Section 3. Special  Meetings.  Special  meetings of the stockholders of the
Corporation  for any purpose or purposes may be called at any time by the Board,
or by a committee  of the Board that has been duly  designated  by the Board and
whose powers and  authority,  as provided in a resolution of the Board or in the
Bylaws of the Corporation, include the power to call such meetings, and shall be
called by the  President or Secretary at the request in writing of a majority of
the Board,  or at the  request in writing of  stockholders  owning a majority in
voting  power  of the  entire  capital  stock  of  the  Corporation  issued  and
outstanding and entitled to vote but such special  meetings may not be called by
any other person or persons;  provided,  however, that if and to the extent that


<PAGE>

any special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any amendment
thereto,  or any certificate  filed under Section 151(g) of the Delaware General
Corporation  Law  (or its  successor  statute  as in  effect  from  time to time
hereafter),  then such  special  meeting  may also be  called  by the  person or
persons in the manner, at the times and for the purposes so specified.  Business
transacted  at any  special  meeting  of  stockholders  shall be  limited to the
purposes stated in the notice.

     Section  4.  Stockholder  Lists.  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 stockholders entitled to vote at the
meeting,  arranged  in  alphabetical  order  and  showing  the  address  of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting or at the place of the meeting,  and the list shall also be available at
the  meeting  during  the  whole  time  thereof,  and  may be  inspected  by any
stockholder who is present.

     Section 5.  Notice of  Meetings.  Notice of each  meeting of  stockholders,
whether annual or special,  stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which such meeting
has been called,  shall be given to each  stockholder of record entitled to vote
at such  meeting  not less than ten nor more than sixty days  before the date of
the meeting. Such notice shall be given to the stockholders by the Secretary, or
in the case of the  Secretary's  absence or refusal or  inability to act, by any
other  officer of the  Corporation,  and may be given by mail,  by telecopy,  by
telephone or by personal service,  or by any combination thereof as to different
stockholders.  If mailed,  such  notice  shall be deemed to have been given when
deposited in the United States mail, addressed to the stockholder at his address
as it appears in the stock record books of the Corporation, with postage thereon
prepaid.  Notice by other  permitted  methods shall be deemed to have been given
when  personally  delivered  or when  transmitted  to the  telephone or telecopy
number  previously  supplied  to the  Secretary  by the  stockholder.  Except as
otherwise  expressly  required by law,  notice of any  adjourned  meeting of the
stockholders  need not be given if the time and place  thereof are  announced at
the meeting at which the adjournment is taken.

     Whenever  any notice is required to be given  under the  provisions  of any
applicable law or of the  Certificate  of  Incorporation  or of these Bylaws,  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. Notice of any meeting of stockholders shall be deemed waived
by any stockholder who shall attend such meeting in person or by proxy, except a
stockholder  who shall attend such 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.

     Section 6.  Quorum and  Adjournment.  The  holders of a majority  in voting
power of the stock issued and outstanding and entitled to vote thereat,  present
in person or  presented  by proxy,  shall  constitute  a quorum for  holding all
meetings of stockholders,  except as otherwise  provided by applicable law or by
the  Certificate of  Incorporation;  provided,  however,  that the  stockholders


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present  at a duly  called  or held  meeting  at which a quorum is  present  may
continue to transact business until adjournment  notwithstanding  the withdrawal
of enough  stockholders to leave less than a quorum,  if any action taken (other
than  adjournment)  is approved  by at least a majority  in voting  power of the
shares  required to constitute a quorum.  If it shall appear that such quorum is
not present or represented at any meeting of  stockholders,  the Chairman of the
meeting  shall have  power to adjourn  the  meeting  from time to time,  without
notice other than  announcement at the meeting,  until a quorum shall be present
or represented.  At such adjourned meeting at which a quorum shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally  noticed.  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.  The  Chairman  of the  meeting  may
determine  that a quorum is present  based upon any  reasonable  evidence of the
presence  in  person  or by proxy of  shareholders  holding  a  majority  of the
outstanding  votes,  including without  limitation,  evidence from any record of
stockholders  who have  signed  a  register  indicating  their  presence  at the
meeting.

     Section 7. Voting. In all matters, when a quorum is present at any meeting,
the vote of the  holders  of a majority  in voting  power of the  capital  stock
having  voting  power which is 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  applicable  law  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.  Such vote may be viva
voce or by  written  ballot;  provided,  however,  that the  Board  may,  in its
discretion, require a written ballot for any vote, and further provided that all
elections  for  directors  must  be by  written  ballot  upon  demand  made by a
stockholder at any election and before the voting begins.

     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 for each share of the capital  stock  having  voting power
held by such stockholder.

     Section  8.  Proxies.  Each  stockholder  entitled  to vote at a meeting of
stockholders  may authorize in writing another person or persons to act for such
holder by proxy,  but no proxy  shall be voted or acted upon after  three  years
from its date,  unless the person  executing  the proxy  specifies  therein  the
period of time for which it is to continue in force.

     Section 9.  Inspector of Election.  The Board may, and shall if required by
law,  appoint  an  Inspector  or  Inspectors  of  Election  for any  meeting  of
stockholders.  Such Inspectors shall decide upon the qualification of the voters
and report the number of shares represented at the meeting and entitled to vote,
shall  conduct the voting and accept the votes and when the voting is  completed
shall  ascertain  and  report the number of shares  voted  respectively  for and
against each position upon which a vote is taken by ballot.  The Inspectors need
not be  stockholders,  and any officer of the corporation may be an Inspector on
any  position  other than a vote for or against a proposal  in which such person
shall have a material  interest.  The Inspectors shall perform such other duties
as may be required by law.


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<PAGE>

     Section 10. Consent of  Stockholders in Lieu of Meeting.  Unless  otherwise
provided in the Certificate of  Incorporation,  any action required or permitted
to be taken at any meeting of the stockholders, or any action which may be taken
at any  meeting of the  stockholders,  may be taken  without a meeting,  without
prior  notice and without a vote,  if a consent or consents 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.  Powers.  The Board shall have the power to manage or direct the
management of the property, business and affairs of the Corporation,  and except
as expressly limited by law, to exercise all of its corporate powers.  The Board
may establish procedures and rules, or may authorize the Chairman of any meeting
of  stockholders  to establish  procedures  and rules,  for the fair and orderly
conduct  of any  meeting  including,  without  limitation,  registration  of the
stockholders  attending  the meeting,  adoption of an agenda,  establishing  the
order of business at the meeting,  recessing and  adjourning the meeting for the
purposes of tabulating any votes and receiving the result thereof, the timing of
the opening and closing of the polls,  and the physical layout of the facilities
for the meeting.

     Section 2. Number.  The Board shall  consist of one or more members in such
number as shall be determined from time to time by resolution of the Board or by
the stockholders at the annual meeting. Directors need not be stockholders,  and
each director shall serve until such person's successor is elected and qualified
or until such person's death, retirement, resignation or removal.

     Section 3.  Vacancies and Newly Created  Directorships.  Any vacancy on the
Board caused by death, resignation, removal or otherwise, or through an increase
in the number of directors may be filled by a majority of the Board of Directors
then in office, even if less than a quorum, or by a sole remaining director.

     Section 4. Meetings. The Board may hold meetings, both regular and special,
either within or outside the State of Delaware.

     Section 5.  Annual  Meeting.  The Board  shall meet as soon as  practicable
after each annual election of directors.

     Section 6. Regular  Meetings.  Regular  meetings of the Board shall be held
without  call or notice  at such  time and  place as shall  from time to time be
determined by resolution of the Board.


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<PAGE>

     Section 7. Special Meetings. Special meetings of the Board may be called at
any time,  and for any purpose  permitted  by law, by the  Chairman of the Board
(or, if the Board does not appoint a Chairman of the Board,  the President),  or
by the  Secretary on the written  request of any two members of the Board unless
the Board consists of only one director in which case the special  meeting shall
be called on the written  request of the sole director,  which meetings shall be
held at the time and place  designated  by the  person or  persons  calling  the
meeting.  Notice of the time,  place and  purpose of any such  meeting  shall be
given to the Directors by the Secretary,  or in case of the Secretary's absence,
refusal or inability to act, by any other officer.  Any such notice may be given
by mail, by telecopy,  by telephone,  by personal service, or by any combination
thereof as to different  Directors.  If the notice is by mail,  then it shall be
deposited in a United States Post Office at least  seventy-two  hours before the
time of the meeting;  if by telephone,  by telecopy or by personal  service,  at
least twenty-four hours before the time of the meeting.

     Section 8.  Quorum.  At all  meetings  of the Board a majority of the whole
Board  shall  be  necessary  and  sufficient  to  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,  except as
may be otherwise  specifically  provided by applicable law or by the Certificate
of Incorporation  or by these Bylaws.  Any meeting of the Board may be adjourned
to meet again at a stated day and hour.  Even  though no quorum is  present,  as
required in this Section,  a majority of the Directors present at any meeting of
the Board,  either  regular or special,  may  adjourn  from time to time until a
quorum be had. Notice of any adjourned meeting need not be given.

     Section  9.  Fees and  Compensation.  Each  Director  and each  member of a
committee  of the Board shall  receive such fees and  reimbursement  of expenses
incurred on behalf of the Corporation or in attending  meetings as the Board may
from time to time  determine.  No such payment shall  preclude any Director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

     Section 10. Meetings by Telephonic  Communication.  Members of the Board or
any committee  thereof may  participate in a regular or special  meeting of such
Board or committee by any means of communication  equipment by which all persons
participating  in the meeting can hear each  other.  Participation  in a meeting
pursuant to this Section shall constitute presence in person at such meeting.

     Section 11.  Committees.  The Board may, by resolution passed by a majority
of the whole Board,  designate  committees,  each committee to consist of one or
more of the  Directors of the  Corporation.  The Board may designate one or more
Directors as alternate  members of any committee,  who may replace any absent or
disqualified  member  at any  meeting  of the  committee.  Upon the  absence  or
disqualification of a member of a committee, if the Board has not designated one
or more alternates (or if such  alternate(s)  are then absent or  disqualified),
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether  or not  such  member  or  members  constitute  a  quorum,  may
unanimously  appoint  another  member of the Board to act at the  meeting in the
place  of any  such  absent  or  disqualified  member  or  alternate.  Any  such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise all the powers and authority of the Board in the  management of the
business  and  affairs of the  Corporation,  and may  authorize  the seal of the


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Corporation  to be  affixed  to all  papers  that may  require  it;  but no such
committee  shall have the power or authority  in reference  to: (a) amending the
Certificate  of  Incorporation  (except  that a  committee  may,  to the  extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock  adopted by the Board as  provided  in Section  151(a) of the  Delaware
General  Corporation  Law fix the  designations  and any of the  preferences  or
rights of such  shares  relating  to  dividends,  redemption,  dissolution,  any
distribution  of  assets  of the  Corporation  or the  conversion  into,  or the
exchange of such  shares for,  shares of any other class or classes or any other
series of the same or any other class or classes of stock of the  Corporation or
fix the number of shares of any series of stock or  authorize  the  increase  or
decrease of the shares of any  series);  (b)  adopting an agreement of merger or
consolidation  under Section 251 or 252 of the Delaware General Corporation Law;
(c)  recommending  to the  stockholders  the sale,  lease or  exchange of all or
substantially all of the Corporation's  property and assets; (d) recommending to
the  stockholders  a  dissolution  of  the  Corporation  or  a  revocation  of a
dissolution;  or  (e)  amending  the  Bylaws  of  the  Corporation.  Unless  the
resolution  appointing  such  committee  or  the  Certificate  of  Incorporation
expressly so provides,  no such  committee  shall have the power or authority to
declare  a  dividend  or to  authorize  the  issuance  of  stock  or to  adopt a
certificate  of  ownership  and merger  pursuant to Section 253 of the  Delaware
General  Corporation  Law.  Each  committee  shall  have  such  name  as  may be
determined from time to time by resolution  adopted by the Board. Each committee
shall keep minutes of its meetings and report to the Board when required.

     Section  12.  Action  Without  Meetings.  Unless  otherwise  restricted  by
applicable law or by the Certificate of  Incorporation  or by these Bylaws,  any
action  required or  permitted to be taken at any meeting of the Board or of any
committee  thereof may be taken without a meeting if all members of the Board or
of such  committee,  as the case may be,  consent  thereto in  writing,  and the
writing or writings are filed with the minutes of the  proceedings  of the Board
or committee.

     Section 13.  Removal.  Unless  otherwise  restricted by the  Certificate of
Incorporation  or by law, any Director or the entire Board may be removed,  with
or without cause,  by the holders of a majority of shares entitled to vote at an
election of Directors.


                                   ARTICLE IV
                                    OFFICERS

     .Section 1. Appointment and Salaries. The officers of the Corporation shall
be appointed by the Board and shall be a President, one or more Vice Presidents,
a Secretary and a Treasurer.  The Board may also appoint a Chairman of the Board
and the Board or the  President  may  appoint  such  other  officers  (including
Assistant  Secretaries  and Assistant  Treasurers) as the Board or the President
may deem necessary or desirable.  The 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.  The Board shall fix the salaries of
all officers  appointed by it. Unless  prohibited  by  applicable  law or by the
Certificate of  Incorporation  or by these Bylaws,  one person may be elected or
appointed to serve in more than one official capacity.  Any vacancy occurring in
any office of the Corporation shall be filled by the Board.


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<PAGE>

     Section 2. Removal and Resignation. Any officer may be removed, either with
or without  cause,  by the Board or, in the case of an officer not  appointed by
the Board, by the President. Any officer may resign at any time by giving notice
to the Board, the President or Secretary. Any such resignation shall take effect
at the date of receipt of such  notice or at any later  time  specified  therein
and,  unless  otherwise   specified  in  such  notice,  the  acceptance  of  the
resignation shall not be necessary to make it effective.

     Section 3. Chairman of the Board. The Board may, at its election, appoint a
Chairman  of the Board.  If such an officer be  elected,  he shall,  if present,
preside at all meetings of the  stockholders  and of the Board of Directors  and
shall have such other  powers and duties as may from time to time be assigned to
him by the Board of Directors.

     Section 4.  President.  Subject to such powers,  if any, as may be given by
the Board to the Chairman of the Board, if there is such officer,  the President
shall be the chief  executive  officer  of the  Corporation  with the  powers of
general  manager,  and he shall have  supervision  over and may exercise general
executive  powers   concerning  all  of  the  operations  and  business  of  the
Corporation,  with the authority from time to time to delegate to other officers
such executive and other powers and duties as he may deem advisable. If there be
no Chairman of the Board, or in his absence,  the President shall preside at all
meetings of the stockholders and of the Board, unless the Board appoints another
person who need not be a stockholder, officer or director of the Corporation, to
preside at a meeting of stockholders.

     Section 5. Vice President. In the absence of the President, or in the event
of the President's  inability or refusal to act, the Vice President (or if there
be more than one Vice President,  the Vice Presidents in the order of their rank
or, if of equal rank, then in the order designated by the Board or the President
or, in the absence of any designation,  then in the order of their  appointment)
shall perform the duties of the President and when so acting, shall have all the
powers of and be subject to all the  restrictions  upon the President.  The Vice
President  shall  perform  such other  duties and have such other  powers as the
Board may from time to time prescribe.

     Section 6. Secretary and Assistant  Secretary.  The Secretary  shall attend
all meetings of the Board (unless the Board shall  otherwise  determine) and all
meetings of the  stockholders  and record all the proceedings of the meetings of
the Corporation and of the Board in a book to be kept for that purpose and shall
perform like duties for the committees when required.  The Secretary shall give,
or cause to be  given,  notice  of all  meetings  of  stockholders  and  special
meetings of the Board. The Secretary shall have custody of the corporate seal of
the Corporation and shall (as well as any Assistant Secretary) have authority to
affix the same to any  instrument  requiring it and to attest it. The  Secretary
shall  perform  such other duties and have such other powers as the Board or the
President may from time to time prescribe.

     Section 7.  Treasurer.  The  Treasurer  shall have 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 monies
and other valuable  effects in the name and to the credit of the  Corporation in
such  depositories as may be designated by the Board. The Treasurer may disburse
the funds of the  Corporation  as may be ordered by the Board or the  President,
taking proper vouchers for such disbursements,  and shall render to the Board at


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<PAGE>

its regular meetings,  or when the Board so requires, an account of transactions
and of the financial  condition of the Corporation.  The Treasurer shall perform
such other duties and have such other powers as the Board or the  President  may
from time to time prescribe.

     If required by the Board, the Treasurer and Assistant  Treasurers,  if any,
shall  give the  Corporation  a bond  (which  shall be  renewed at such times as
specified by the Board) in such sum and with such surety or sureties as shall be
satisfactory  to the Board for the  faithful  performance  of the duties of such
person's  office and for the  restoration  to the  Corporation,  in case of such
person's death,  resignation,  retirement or removal from office,  of all books,
papers,  vouchers,  money and other  property of whatever  kind in such person's
possession or under such person's control belonging to the Corporation.

     Section 8. Assistant  Officers.  An assistant officer shall, in the absence
of the  officer  to whom  such  person is an  assistant  or in the event of such
officer's  inability  or  refusal  to act (or,  if  there be more  than one such
assistant  officer,  the assistant officers in the order designated by the Board
or the  President  or, in the absence of any  designation,  then in the order of
their appointment),  perform the duties and exercise the powers of such officer.
An assistant  officer shall perform such other duties and have such other powers
as the Board or the President may from time to time prescribe.


                                    ARTICLE V
                                      SEAL

     It shall not be necessary to the validity of any instrument executed by any
authorized  officer or officers of the  Corporation  that the  execution of such
instrument be evidenced by the corporate  seal, and all documents,  instruments,
contracts and writings of all kinds signed on behalf of the  Corporation  by any
authorized  officer  or  officers  shall  be as  effectual  and  binding  on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the  corporate  seal  thereto.  The Board may give general
authority to any officer to affix the seal of the  Corporation and to attest the
affixing by signature.


                                   ARTICLE VI
                            FORM OF STOCK CERTIFICATE

     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 or
Vice-Chairman of the Board, if any, or by the President or a Vice-President, and
by the  Treasurer or an Assistant  Treasurer,  or the  Secretary or an Assistant
Secretary  certifying the number of shares owned in the Corporation.  Any or all
of  the  signatures  on the  certificate  may be a  facsimile.  If 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 the issue.


                                       8
<PAGE>

     If the  Corporation  shall be  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  that the  Corporation  shall
issue to represent such class or series of stock.  Except as otherwise  provided
in  section  202 of the  General  Corporation  Law of  Delaware,  in lieu of the
foregoing  requirements,  there  may be set  forth  on the  face  or back of the
certificate  that the  Corporation  shall issue a statement that the Corporation
will  furnish  without  charge to each  stockholder  who so requests 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.


                                   ARTICLE VII
                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     The President or any other  officer or officers  authorized by the Board or
the President are each  authorized to vote,  represent and exercise on behalf of
the  Corporation  all  rights  incident  to any  and  all  shares  of any  other
corporation  or  corporations  standing  in the  name  of the  Corporation.  The
foregoing  authority may be exercised either by any such officer in person or by
any other person authorized to do so by proxy or power of attorney duly executed
by said officer.


                                  ARTICLE VIII
                               TRANSFERS OF STOCK

     Subject to any  restriction on transfer noted thereon,  upon surrender of a
certificate  for shares  duly  endorsed  or  accompanied  by proper  evidence of
succession,  assignment  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.


                                   ARTICLE IX
                     LOST, STOLEN OR DESTROYED CERTIFICATES

     The Board may  direct a new  certificate  or  certificates  to be issued in
place of any certificate theretofore issued alleged to have been lost, stolen or
destroyed,  upon the making of an affidavit  of the fact by the person  claiming
the certificate to be lost, stolen or destroyed.  When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates,  or such
person's legal representative,  to give the Corporation a bond in such sum as it
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
Corporation with respect to the certificate.


                                    ARTICLE X
                                   RECORD DATE


                                       9
<PAGE>

     The Board of Directors may fix a 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,  which record date shall not precede
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board, and which record date shall not be more than sixty nor less than ten days
before the date of such  meeting.  If no record date is fixed by the Board,  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 is  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 may fix a new record date for the  adjourned
meeting.

     The Board may fix a record date in order that the Corporation may determine
the  stockholders  entitled to consent to corporate  action in writing without a
meeting,  which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board, and which date shall not be more
than ten days after the date upon which the resolution fixing the record date is
adopted by the Board. If no record date has been fixed by the Board,  the record
date for  determining  stockholders  entitled to consent to corporate  action in
writing without a meeting, when no prior action by the Board is required by law,
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 Delaware,  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 the
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
and prior  action by the Board is  required,  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  adopts
the resolution taking such prior action.

     The Board may fix a record date 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 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, which record 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 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 adopts the  resolution
relating thereto.


                                   ARTICLE XI
                             REGISTERED STOCKHOLDERS

     The  Corporation  shall be  entitled  to treat the  holder of record of any
share or shares of stock as the holder in fact thereof and shall not be bound to
recognize  any equitable or other claim to or interest in such share on the part
of any other  person,  whether  or not it shall  have  express  or other  notice
thereof, except as expressly provided by applicable law.


                                       10
<PAGE>

                                   ARTICLE XII
                                   FISCAL YEAR

     The fiscal  year of the  Corporation  shall be fixed by  resolution  of the
Board.


                                  ARTICLE XIII
                                   AMENDMENTS

     Subject to any contrary or limiting provisions contained in the Certificate
of Incorporation,  these Bylaws may be amended or repealed, or new Bylaws may be
adopted (a) by the stockholders,  or (b) by the affirmative vote of the majority
of the full  Board at any  regular  or special  meeting.  Any Bylaws  adopted or
amended  by the  stockholders  may be amended  or  repealed  by the Board or the
stockholders.


                                   ARTICLE XIV
                                    DIVIDENDS

     Section 1. Declaration.  Dividends on the capital stock of the Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the Board at any regular or special  meeting,  pursuant to law,  and
may be paid in cash,  in  property,  or in  shares of the  capital  stock of the
Corporation.

     Section 2. Set Aside Funds.  Before  payment of any dividend,  there may be
set aside out of any funds of the Corporation  available for dividends such sums
as the Directors from time to time, in their absolute  discretion,  think proper
as a reserve or reserves to meet contingencies,  or for equalizing dividends, or
for repairing or maintaining any property of the Corporation,  or for such other
purpose  as  the  Directors  shall  think  conducive  to  the  interest  of  the
Corporation,  and the  Directors  may modify or abolish any such  reserve in the
manner in which it was created.


                                   ARTICLE XV
                          INDEMNIFICATION AND INSURANCE

     Section 1. Right to  Indemnification.  Each person who was or is a party or
is  threatened  to be made a party  to or is  involved  in any  action,  suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director or officer
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
or inaction in an official  capacity or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of Delaware,  as the


                                       11
<PAGE>

same exist or may hereafter be amended,  against all costs,  charges,  expenses,
liabilities and losses  (including  attorneys'  fees,  judgments,  fines,  ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent and shall inure to the benefit of his or her heirs,
executors and  administrators;  provided,  however,  that, except as provided in
Section 2 hereof,  the  Corporation  shall  indemnify  any such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board of Directors of  Corporation.  The right to  indemnification  conferred in
this Article shall be a contract right and shall include the right to be paid by
the  Corporation  the expenses  incurred in  defending  any such  proceeding  in
advance of its final  disposition;  provided,  however,  that,  if the  Delaware
General  Corporation  Law requires,  the payment of such expenses  incurred by a
director or officer in his or her  capacity as a director or officer (and not in
any other  capacity in which  service was or is rendered by such person  while a
director  or  officer,  including,  without  limitation,  service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this  Section  or  otherwise.  The  Corporation  may,  by action of its Board of
Directors,  provide  indemnification  to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

     Section 2. Right of Claimant to Bring Suit.  If a claim under  Section 1 of
this Article is not paid in full by the  Corporation  within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter  bring suit against the  Corporation  to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting  such claim. It shall be a defense to
any such action  (other than an action  brought to enforce a claim for  expenses
incurred in defending any proceeding in advance of its final  disposition  where
the  required  undertaking,  if  any  is  required,  has  been  tendered  to the
Corporation)  that the claimant  has failed to meet a standard of conduct  which
makes it  permissible  under  Delaware law for the  Corporation to indemnify the
claimant  for  the  amount  claimed.  Neither  the  failure  of the  Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct,  nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its  stockholders)  that the claimant  has not met such  standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
failed to meet such standard of conduct.

     Section 3.  Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter  acquire under any statute,  provision of
the  Certificate of  Incorporation,  bylaw,  agreement,  vote of stockholders or
disinterested directors or otherwise.


                                       12
<PAGE>

     Section 4.  Insurance.  The  Corporation  may  maintain  insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

     Section 5. Expenses as a Witness. To the extent that any director, officer,
employee  or  agent of the  Corporation  is by  reason  of such  position,  or a
position with another entity at the request of the Corporation, a witness in any
action,  suit or  proceeding,  he shall be  indemnified  against  all  costs and
expenses actually and reasonably  incurred by him or her or on his or her behalf
in connection therewith.

     Section 6. Indemnity Agreements.  The Corporation may enter into agreements
with any director,  officer,  employee or agent of the Corporation providing for
indemnification to the full extent permitted by Delaware law.



                                       13
<PAGE>

                            CERTIFICATE OF PRESIDENT
                                       OF
                                  ARMITEC, INC.
                             a Delaware corporation



     I hereby  certify that I am the duly  elected and acting  President of said
corporation and that the foregoing  Amended and Restated  Bylaws,  comprising 13
pages, constitute the Bylaws of said corporation as duly adopted by the Board of
Directors on the 1st day of December, 2001.




                                                        /s/ Bruce R. Davis
                                                       -------------------------
                                                       Bruce R. Davis, President