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                                                                     EXHIBIT 3.6
                                SECOND AMENDED

                                    BY-LAWS

                               ARTICLE I - OFFICES

     Section 1. The registered office of the corporation shall be at 61 Spring
Street, P.O. Box 248, Newton, N.J. 07860.

     Section 2. The corporation may have such other offices either within or
without the state as the board of directors may designate or as the business of
the corporation may require from time to time.

                                ARTICLE II - SEAL

     Section 1. The corporation seal shall have inscribed thereon the name of
the corporation, the year of its creation and the words "Corporate Seal, New
Jersey".

                      ARTICLE III - SHAREHOLDERS' MEETINGS

     Section 1. All meetings of the shareholders shall be held at 26 Eric Trail,
Sussex, New Jersey or at such other place or places, either within or without
the State of New Jersey, as may from time to time be selected by the board of
directors.

     Section 2. Annual Meetings: The annual meeting of shareholders, after the
year 1991 shall be held on the 28th day of August in each year if not a legal
holiday, and if a legal holiday, then on the next full business day following at
10 o'clock a.m. or on such other day as may be fixed by the Board, when the
shareholders shall elect, by a plurality vote, a Board of Directors, and
transact such other business as may properly be brought before the meeting.

     If the annual meeting for election of directors is not held on the day
designated therefor, the directors shall cause the meeting to be held as soon
thereafter as convenient.

     Section 3. Special Meetings: Special meetings of the shareholders may be
called by the President or the Board of Directors, and shall be called at the
request in writing to the President by the holder or holders of not less than
ten percent of all the shares entitled to vote at a meeting.
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     Section 4. Notice of Shareholders' Meetings: Written notice of the time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten or more than sixty days before the date of the meeting, either
personally or by mail, to each shareholder of record entitled to vote at the
meeting, unless a greater period of notice is required by statute in a
particular case.

     When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
the Board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to notice.

     Section 5. Waiver of Notice: Notice of a meeting need not be given to any
shareholder who signs a waiver of such notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of notice by him.

     Whenever shareholders are authorized to take any action after the lapse of
a prescribed period of time, the action may be taken without such lapse if such
requirement is waived in writing, in person or by proxy, before or after the
taking of such action, by every shareholder entitled to vote thereon as of the
date of the taking of such action.

     Section 6. Action by shareholders Without Meeting:

     (1) Any action required or permitted to be taken at a meeting of
shareholders by statute or the Certificate of Incorporation or By-Laws of the
corporation, may be taken without a meeting if all the shareholders entitled to
vote thereon consent thereto in writing, except that in the case of any action
to be taken pursuant to Chapter 10 of the Business Corporation Act (concerning
mergers, etc.) , such action may be taken without a meeting only if all
shareholders entitled to vote consent thereto in writing and the

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corporation provides to all other shareholders the advance notification required
by paragraph (2)(b) of this section.

     (2) Except as otherwise provided in the Certificate of Incorporation and
subject to the provisions of this subsection, any action required or permitted
to be taken at a meeting of shareholders by this Act, the Certificate of
Incorporation, or By-Laws, other than the annual election of directors, may be
taken without a meeting upon written consent of shareholders who would have been
entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all shareholders entitled to vote
thereon were present and voting.

     (a) If any shareholder shall have the right to dissent from a proposed
action, pursuant to Chapter 11 of the Act, the Board shall fix a date on which
written consents are to be tabulated; in any other case, it may fix a date for
tabulation. If no date is fixed, consents may be tabulated as they are received.
No consent shall be counted which is received more than sixty days after the
date of the Board action authorizing the solicitation of consents or, in a case
in which consents, or proxies for consents, are solicited from all shareholders
who would have been entitled to vote at a meeting called to take such action,
more than sixty days after the date of mailing of solicitation of consents, or
proxies for consents.

     (b) Except as provided in paragraph (2)(c) , the corporation, upon receipt
and tabulation of the requisite number of written consents, shall promptly
notify all non-consenting shareholders, who would have been entitled to notice
of a meeting to vote upon such action, of the action consented to, the proposed
effective date of such action, and any condition precedent to such action. Such
notification shall be given at least twenty days in advance of the proposed
effective date of such action in the case of any action taken pursuant to
Chapter 10 of the Act, and at least ten days in advance in the case of any other
action.

     (c) The corporation need not provide the notification required to be given
by paragraph (2)(b) if it

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     (i) solicits written consents or proxies for consents from all shareholders
who would have been entitled to vote at a meeting called to take action, and at
the same time gives notice of the proposed action to all other shareholders who
would have been entitled to notice of a meeting called to vote upon such action;

     (ii) advises all shareholders, if any, who are entitled to dissent from the
proposed action, as provided in Chapter 11 of the Act, of their right to do so
and to be paid the fair value of their shares; and

     (iii) fixes a date for tabulation of consents not less than twenty days, in
the case of any proposed action to be taken pursuant to Chapter 10 of the Act,
or not less than ten days in the case of any other proposed action, and not more
than sixty days after the date of mailing of solicitation of consents or proxies
for consents.

     (d) Any consent obtained pursuant to paragraph (2)(c) may be revoked at any
time prior to the day fixed for tabulation of consents. Any other consent may be
revoked at any time prior to the day on which the proposed action could be taken
upon compliance with paragraph (2)(b). The revocation must be in writing and be
received by the corporation.

     (3) Whenever action is taken pursuant to subsection (1) or (2) , the
written consents of the shareholders consenting thereto or the written report of
inspectors appointed to tabulate such consents shall be filed with the minutes
or proceedings of shareholders.

     In case the corporation is involved in a merger, consolidation or other
type of acquisition or disposition regulated by Chapters 10 and 11 of the Act,
the pertinent provisions of the statute should be referred to and strictly
complied with.

     Section 7. Fixing Record Date:

     (1) The Board may fix, in advance, a date as the record date for
determining the corporation's shareholders with regard to any corporate action
or event and, in particular, for determining the shareholders who are entitled
to

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     (a) notice of or to vote at any meeting of shareholders of any adjourned
thereof;

     (b) give a written consent to any action without a meeting; or

     (c) receive payment of any dividend or allotment of any right.

     The record date may in no case be more than sixty days prior to the
shareholders' meeting or other corporate action or event to which it relates.
The record date for a shareholders' meeting may not be less than ten days before
the date of the meeting. The record date to determine shareholders to give a
written consent may not be more than sixty days before the date fixed for
tabulation of the consents or, if no date has been fixed for tabulation, more
than sixty days before the last day on which consents received may be counted.

     (2) If no record date is fixed,

     (a) the record date for a shareholders' meeting shall be the close of
business on the day next proceeding the day on which notice is given, or, if no
notice is given, the day next preceding the day on which the meeting is held;
and

     (b) the record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the resolution of the
Board relating thereto is adopted.

     (c) When a determination of shareholders of record for a shareholders'
meeting has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date under
this section for the adjourned meeting.

     Section 8. Voting Lists: The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. A list required by this section may consist of cards arranged
alphabetically or any equipment which permits the visual display of such
information. Such list shall be arranged (a) alphabetically within each class,
series or group of shareholders maintained by the corporation for convenience of
the reference, with the address of and the

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number of shares held by, each shareholder; (b) be produced at the time and
place of the meeting; (c) be subject to the inspection of any shareholder for
reasonable periods during the meeting; (d) and be prima facie evidence as to who
are the shareholders entitled to examine such list or to vote at any meeting.

     If the requirements of this section have not been complied with, the
meeting shall, on demand of any shareholder in person or by proxy, be adjourned
until the requirements are complied with. Failure to comply with the
requirements of this section shall not affect the validity of any action taken
at such meeting prior to the making of any such demand.

     Section 9. Quorum: Unless otherwise provided in the Certificate of
Incorporation or by statute, the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting. The
shareholders present in person or by proxy at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.

     Whenever the holders of any class or series of shares are entitled to vote
separately on a specified item of business, the provisions of this section shall
apply in determining the presence of a quorum of such class or series for the
transaction of such specified item of business.

     Section 10. Voting: Each holder of shares with voting rights shall be
entitled to one vote for each such share registered in his name, except as
otherwise provided in the Certificate of Incorporation. Whenever any action,
other than the election of directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon,
unless a greater plurality is required by the Certificate of Incorporation.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him by proxy. Every proxy shall be executed in writing by the shareholder or
his agent, except that a proxy may be given by a

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shareholder or his agent by telegram or cable or by any means of electronic
communication which results in a writing. No proxy shall be valid for more than
eleven months unless a longer period is expressly provided therein. A proxy
shall be revocable at will unless the proxy states that it is irrevocable and is
coupled with an interest either in the stock itself or in the corporation and in
particular and without limitation, if it is held by a pledgee, a person who has
purchased or agreed to purchase the shares, a creditor who is given the proxy in
consideration of the extension of credit to the corporation, a person who has
agreed to perform services as an employee, or a person designated pursuant to
the terms of an agreement as to voting between two or more shareholders. An
irrevocable proxy becomes revocable when the interest which supports the proxy
has terminated. The grant of a later proxy revokes any earlier proxy unless the
earlier proxy is irrevocable. A proxy shall not be revoked by the death or
incapacity of the shareholder, but the proxy shall continue to be in force until
revoked by the personal representative or guardian of the shareholders. The
presence at any meeting of any shareholder who has given a proxy does not revoke
the proxy unless the shareholder files written notice of the revocation with the
secretary of the meeting prior to the voting of the proxy or votes the shares
subject to the proxy by written ballot.

     Section 11. Elections of Directors: At each election of directors every
shareholder entitled to vote at such election shall have the right to vote the
number of shares owned by him for as many persons as there are directors to be
elected and for whose election he has a right to vote. Directors shall be
elected by a plurality of the votes cast at the election, except as otherwise
provided by the Certificate of Incorporation.

     Elections of directors need not be by written ballot unless a shareholder
demands election by ballot at the election and before voting begins.

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     Section 12. Inspections of Election: The Board may, in advance of any
shareholders' meeting, or the tabulation of written consents of the shareholders
without a meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make a writing thereof. If
inspections to act at any meeting of shareholders are not so appointed or shall
fail to qualify, the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat, shall, make such
appointment.

     Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. No person shall be
elected a director in an election for which he has served as an inspector.

                             ARTICLE IV - DIRECTORS

     Section 1. The business and affairs of this corporation shall be managed by
or under the direction of its Board of Directors, not less than ONE (1) or more
than SIX (6) in number. A director shall be at least eighteen years of age and
need not be a United States citizen or a resident of this state or a shareholder
in this corporation. The Directors named in the Certificate of Incorporation
shall hold office until the first annual meeting of shareholders, and until
their successors shall have been elected and qualified. At the first annual
meeting of shareholders and at each annual meeting thereafter the shareholders
shall elect directors to hold office until the next succeeding annual meeting.
Each director shall hold office for the term of one year and until his successor
shall have been elected and qualified.

     Section 2. First Meeting After Election: After the election of the
directors, the newly elected Board may meet at such place and time as shall be
fixed by the vote of the shareholders at the annual meeting, for the purpose of
organization and otherwise, and no notice of such meeting shall be necessary to
the newly elected directors in order to legally constitute the meeting; provided

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a majority of the whole Board shall be present; or such place and time may be
fixed by the consent in writing of the directors.

     Section 3. Regular Meetings: Regular meetings of the Board shall be held
without notice at such times and dates mutually agreed upon, at the registered
office of the corporation, or at such other time and place as shall be
determined by the Board.

     Section 4. Quorum: Each director shall have one vote at a meeting of the
board or at meetings of board committees unless the Certificate of Incorporation
provides the director is entitled to more than one vote pursuant to a provision
in the Certificate of Incorporation.

     The participation of directors with a majority of the votes of the entire
board, or of any committee thereof, shall constitute a quorum for the
transaction of business, unless the Certificate of Incorporation provides that a
greater or lesser proportion shall constitute a quorum, which in no case shall
be less than one-third of the entire board or committee.

     Any action approved by a majority of the votes of directors present at a
meeting at which a quorum is present shall be the act of the board or of a
committee of the board, unless the act, or the Certificate of Incorporation,
requires a greater proportion, including a unanimous vote.

     Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board or any committee thereof, may be taken without a
meeting if, prior or subsequent to such action, all members of the Board or of
such committee, as the case may be, consent thereto in writing and such written
consents are filed with the minutes of the proceedings of the Board or
committee.

     Where appropriate communication facilities are reasonably available, any or
all directors shall have the right to participate in all or any part of a
meeting of the board or committee of the

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board by means of conference telephone or any means of communication by which
all persons participating in the meeting are able to hear each other.

     Section 5. Special Meetings: Special meetings of the board may be called by
the President on 10 days notice to each director, either personally or by mail;
special meetings may be called in like manner and on like notice, on the written
request of any director.

     Section 6. Waiver of Notice: Notice of any meeting need not be given to any
director who signs a waiver of notice, whether before or after the meeting. The
attendance of any director at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice by him. Neither the business to be transacted at, nor the
purposes of, any meeting of the board need be specified in the notice or waiver
of notice of such meeting. Notice of an adjourned meeting need not be given if
the time and place are fixed at the meeting adjourning and if the period of
adjournment does not exceed ten days in any one adjournment.

     Section 7. Powers of Directors: The board of directors shall have the full
power of management of the business of the corporation. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by these by-laws directed or required to be
exercised or done by the shareholders.

     Section 8. Compensation of Directors: The board, by the affirmative vote of
a majority of directors in office and irrespective of any personal interest of
any of them, shall have authority to establish reasonable compensation of
directors for services to the corporation as directors, officers or otherwise.

     Section 9. Executive Committee: If deemed advisable, the board of
directors, by resolution adopted by a majority of the entire board, may appoint
from among its members an

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executive committee and one or more other committees, each of which shall have
one or more members. Each committee shall have and exercise all the authority of
the board, except that no such committee shall make, alter or repeal any by-law
of the corporation; elect or appoint any director, or remove any officer or
director; submit to shareholders any action that requires shareholder approval;
or amend or repeal any resolution theretofore adopted or repealable only by the
board.

     Actions taken at a meeting of any such committee shall be reported to the
board at its next meeting following such committee meeting; except that, when
the meeting of the board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the board at its
second meeting following such committee meeting.

     One or more or all directors of the corporation may be removed for cause or
unless otherwise provided in the Certificate of Incorporation, without cause by
the shareholders by the affirmative vote of the majority of the votes cast by
the holders of shares entitled to vote for the election of directors, except in
any case where cumulative voting is authorized, if less than the total number of
director then serving on the board is to be removed by the shareholders, no one
of the directors may be so removed if the votes cast against his removal would
be sufficient to elect him if then voted cumulatively at an election of the
entire board; or a director elected by a class vote may be removed only by a
class vote of the holders of shares entitled to vote for his election; or if the
Certificate of Incorporation requires a greater vote than a plurality of the
votes cast for the election of directors, no director may be removed except by
the greater vote required to elect him and shareholders of a corporation whose
board of directors is classified as provided in 14A:6-4(l) shall not be entitled
to remove directors without cause.

                              ARTICLE V - OFFICERS

     Section 1. The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and, if desired, a Chairman of the Board, one or more
Vice Presidents, and such other officers as may be required. They shall be
annually elected by the board of directors and shall hold office for one

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year and until successors are elected and have qualified, subject to earlier
termination by removal or resignation. The board may also choose such employees
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall have such authority and shall perform such duties as from time
to time shall be prescribed by the board.

     Any two or more offices may be held by the same person but no officer shall
execute, acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by these by-laws to be executed, acknowledged,
or verified by two or more officers.

     Section 2. Salaries: The salaries of all officers, employees and agents of
the corporation shall be fixed by the board of directors.

     Section 3. Removal: Any officer elected by the board of directors may be
removed by the board with or without cause. An officer elected by the
shareholders may be removed, with or without cause, only by vote of the
shareholders but his authority to act as an officer may be suspended by the
board for cause.

     Section 4. President: The President shall be the chief executive officer of
the corporation; he shall preside at all meetings of shareholders and directors;
he shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the board are carried into effect,
subject, however, to the right of the directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation. He
shall be EX-OFFICIO a member of all committees, and shall have general powers
and duties of supervision and management usually vested in the office of
President of a corporation.

     Section 5. Vice President: The Vice President, if one has been appointed,
shall be vested with all the powers and be required to perform all duties of the
President in his absence.

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     Section 6. Chairman of the Board: The Chairman of the Board, if one has
been appointed, shall exercise such powers and perform such duties as shall be
provided in the resolution proposing that a Chairman of the Board be elected.

     Section 7. Secretary: The Secretary shall keep full minutes of all meetings
of the shareholders and directors; he shall be EX-OFFICIO Secretary of the board
of directors; he shall attend all sessions of the board, shall act as clerk
thereof, and record all votes and minutes of all proceedings in a book to be
kept for that purpose; and shall perform like duties for the standing committees
when required. He shall give or cause to be given, notice of all meetings of the
shareholders of the corporation and the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or the
President, under whose supervision he shall be.

     Section 8. Treasurer: The Treasurer shall keep full and accurate accounts
of the receipts and disbursements in books belonging to the corporation, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation, in such depositories as may be designated by the
board of directors.

     He shall disburse the funds of the corporation as may be ordered by the
board, taking proper vouchers for such disbursements, and shall render to the
President and directors, at regular meetings of the board, or whenever they may
require it, an account of all transactions as Treasurer and of the financial
condition of the corporation, and shall submit a full financial report at the
annual meeting of the shareholders.

                             ARTICLE VI - VACANCIES

     Section 1. Directors: Any directorship not filled at the annual meeting,
any vacancy, however caused, occurring in the Board and newly created
directorships resulting from an increase in the authorized number of directors
may be filled by the affirmative vote of a majority of the. remaining directors
even though less than a quorum of the Board, or by a sole remaining director. A

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director so elected by the Board shall hold office until his successor shall
have been elected and qualified.

     If by reason of death, resignation or other cause the corporation has no
directors in office, any shareholder or the executor or administrator of a
deceased shareholder may call a special meeting of the shareholders for the
election of directors and over his own signature, shall give notice of said
meeting, except to the extent that such notice is waived.

     Section 2. Officers: Any vacancy occurring among the officers, however
caused, shall be filled by the Board of Directors.

     Section 3. Resignations: Any director or other officer may resign by
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.

                        ARTICLE VII - SHARE CERTIFICATES

     Section 1. The share certificates of the corporation shall be numbered and
registered in the transfer records of the corporation as they are issued. They
shall bear the corporate seal, or a facsimile thereof, and be signed by the
president and Secretary of the corporation.

     Section 2. Transfers: All transfers of the shares of the corporation shall
be made upon the books of the corporation by the holders of the shares in
person, or by his legal representatives. Share certificates shall be surrendered
and cancelled at the time of transfer.

     Section 3. Loss of Certificates: In the event that a share certificate
shall be lost, destroyed or mutilated, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.

                        ARTICLE VIII - BOOKS AND ACCOUNTS

     Section 1. The corporation shall keep books and records of account and
minutes of the proceedings of the shareholders, board of directors and executive
committee, if any. Such books, records

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and minutes may be kept outside of this state. The corporation shall keep at its
principal office, its registered office, or at the office of a transfer agent, a
record or records containing the names and addresses of all shareholders, the
number, class, and series of shares held by each and the dates when they
respectively became owners of record thereof. Any of the foregoing books,
minutes or records may be in written form or in any other form capable of being
converted into readable form within a reasonable time. The corporation shall
convert into readable form without charge any such records not in such form,
upon the written request of any person entitled to inspect them.

     Section 2. Upon the written request of any shareholder, the corporation
shall mail to such shareholder its balance sheet as at the end of the preceding
fiscal year, and its profit and loss and surplus statement for such fiscal year.

     Section 3. Inspection: Any person who shall have been a shareholder of
record of the corporation for at least six months immediately preceding his
demand, or any person holding, or so authorized in writing by the holders of, at
least five percent of the outstanding shares of any class or series, upon at
least five days' written demand shall have the right for any proper purpose to
examine in person or by agent or attorney, during usual business hours, the
minutes of the proceedings of the shareholders and record of shareholders and to
make extracts therefrom at the places where the same are kept.

                      ARTICLE IX - MISCELLANEOUS PROVISIONS

     Section 1. Monetary Disbursements: All checks or demands for money and
notes of the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.

     Section 2. Fiscal Year: The fiscal year of the corporation shall begin on
the first day of January.

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     Section 3. Dividends: The Board of Directors may declare and pay dividends
upon the outstanding shares of the corporation from time to time and to such
extent as they deem advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.

     Section 4. Reserve: Before payment of any dividend there may be set aside
such sum or sums as the directors, from time to time, in their absolute
discretion think proper as a reserve fund to meet contingencies, or for the
equalizing of dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such reserve
in the manner in which it was created.

     Section 5. Giving Notice: Whenever written notice is required to be given
to any person, it may be given by personal delivery to the person to whom it is
directed or by sending a copy thereof by mail or certified mail. If notice is
given my mail, the notice shall be deemed to be given when deposited in the mail
addressed to the person to whom it is directed at his last address as it appears
on the records of the corporation, with postage prepaid thereon. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
shareholders' meeting, the general nature of the business to be transacted. In
computing the period of time for the giving of any notice required or permitted
by statute, or by the Certificate of Incorporation or by these by-laws or any
resolution of the board of directors or shareholders, the day on which the
notice is given shall be excluded, and the day on which the matter noticed is to
occur shall be included.

     Section 6. Loans to Officers or Employees: The corporation may lend money
to, or guarantee any obligation of, or otherwise assist, any officer or other
employee of the corporation or of any subsidiary, wherever it may reasonably be
expected to benefit the corporation. If the officer or employee is also a
director of the corporation, such loan, guarantee or assistance, unless pursuant
to a plan adopted by the shareholders in accordance with the provisions of
Chapter 8 of the act (Employee Benefit Plans), shall be authorized by a majority
of the entire board of directors. The

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loan, guarantee or other assistance may be made with or without interest, and
may be unsecured, or secured in such manner as the board shall approve,
including, without limitation, a pledge of shares of the corporation, and may be
made upon such other terms and conditions as the board may determine.

     Section 7. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which is disallowed by the
Internal Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of the
directors, as a board, to enforce payment of each such amount disallowed. In
lieu of payment by the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been recovered.

                           ARTICLE X - INDEMNIFICATION

     Section 1. Indemnification of Directors and Officers: To the full extent
permitted by the laws of the state of New Jersey, as they exist on the date
hereof or as they may hereafter be amended, the corporation shall indemnify any
person who is or was a director, officer, employee or other agent of the
corporation or of any constituent corporation absorbed by this corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise serving as such at the
request of the corporation, or of any such constituent corporation, or the legal
representative of any such director, officer, trustee, employee or agent, (an
"indemnitee") who was or is involved in any manner (including without
limitation, as a party or witness) in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, legislative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Corporation
to procure a judgment in its favor) (a "Proceeding") or who is threatened with
being so involved, by reason of the fact that he or she was a director or
officer of the Corporation or, while serving as a director or officer of the
Corporation, is or was at the request of the Corporation also

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serving as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan), against all expenses (including
attorneys' fees), judgments, fines, penalties, excise taxes and amounts paid in
settlement and reasonably incurred by the Indemnitee in connection with such
Proceeding, provided that, there shall be no indemnification hereunder with
respect to any settlement or other non-adjudicated disposition of any threatened
or pending Proceeding unless the Corporation has given its prior consent to such
settlement or disposition. The right of indemnification created by this Article
shall be a contract right enforceable by an Indemnitee against the Corporation,
and it shall be exclusive of any other rights to which an Indemnitee may
otherwise be entitled. The provisions of this Article shall inure to the benefit
of the heirs and legal representatives of an Indemnitee and shall be applicable
to proceedings commenced or continuing after the adoption of this Article,
whether arising from acts or omissions occurring before or after such adoption.
No amendment, alteration, change or repeal of or to these By-Laws shall deprive
any Indemnitee of any rights under this Article with respect to any act or
omission of such Indemnitee occurring prior to such amendment, alteration,
change, addition or repeal.

             ARTICLE XI - RELIANCE ON CORPORATE RECORDS BY DIRECTORS

     Section 1. Liability of Directors; Reliance on Corporate Records: Directors
and members of any committee designated by the Board shall discharge their
duties in good faith and with that degree of diligence, care and skill which
ordinarily prudent people would exercise under similar circumstances in like
positions. In discharging their duties, directors and members of any committee
designated by the Board shall not be liable if, acting in good faith, they rely
upon the opinion of counsel for the corporation or upon written reports setting
forth financial data concerning the corporation and prepared by an independent
public accountant or certified public accountant or firm of such accountants or
upon financial statements, books of accounts or reports of the corporation
represented to them to be correct by

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the President, the officer of the corporation having charge of its books of
account, or the person presiding at a meeting of the board, or upon written
reports of committees of the board.

                      ARTICLE XII - EMPLOYEE BENEFIT PLANS

     Section 1. Employee benefit plans may be adopted, amended or terminated by
the board, a committee of the board, or officers to whom the responsibility has
been designated. Notwithstanding the foregoing any plan for the issuance of
shares shall be initially adopted by the board or any committee thereof.

                            ARTICLE XIII - AMENDMENTS

     Section 1. The board of directors shall have the power to make, alter and
repeal these By-Laws, but By-Laws made by the board may be altered or repealed,
and new By-Laws may be made, by the shareholders.

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