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                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              VSI ENTERPRISES, INC.

                            (A Delaware Corporation)

                          (Effective January 23, 1992)

                                    ARTICLE I

                                     Offices

         1.01 Principal Office. The principal office of this Corporation
(hereinafter, the "Company") shall be selected by the Board of Directors from
time to time and may be within or without the State of Delaware.

         1.02 Other Offices. The Company may have such other offices, within or
without the State of Delaware, as the Board of Directors may, from time to time,
determine.

         1.03 Registered Office. The registered office of the Company required
by the General Corporation Law of Delaware to be maintained in Delaware may be,
but need not be, identical with the principal office if in Delaware, and the
address of the registered office may be changed from time to time by the Board
of Directors.

         1.04 Repeal of Inconsistent Provisions. All prior by-laws and
resolutions of the Board of Directors are repealed to the extent in conflict
with the provisions of these By-Laws.

                                   ARTICLE II

                         Stock and the Transfer Thereof

         2.01 Stock Certificates. The shares of the Company's capital stock
shall be represented by consecutively numbered certificates signed by the
President or a Vice President and the Secretary or Assistant Secretary of the
Company, and sealed with the seal of the Company, or a facsimile thereof. If
certificates are signed by a transfer agent, acting on behalf of the Company,
and a registrar, the signatures of the officers of the Company may be facsimile.
In case any officer who has signed (by real or facsimile signature) shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Company with the same effect as if he were such officer on the date of its
issue.

         Each certificate representing shares shall state upon the face thereof:

         (a) that the Company is organized under the laws of the State of
Delaware;



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         (b) the name of the person to whom issued;

         (c) the number, class and series (if any) of shares which such
certificate represents; and

         (d) the par value, if any, of the shares represented by such
certificate, or a statement that the shares have no par value.

         If any class or series of shares is subject to special powers,
designations, preferences or relative, participating or other special rights,
then such (together with all qualifications, limitations or restrictions of such
preferences or rights) shall be set forth in full or summarized on the
certificate representing such class or series. However, in lieu of such
requirement, the certificate may state that the Company will furnish, without
charge, to the registered holder of the shares represented by such certificate
who so requests a statement setting forth such information in full.

         Each certificate also shall set forth restrictions upon transfer, if
any, or a reference thereto, as shall be adopted by the Board of Directors or by
the shareholders, or as may be contained in this Article II.

         No certificate shall be issued for any share until such share is fully
paid, as defined in the Certificate of Incorporation.

         2.02 Consideration for Shares. Shares shall be issued for such
consideration expressed in dollars as shall be fixed from time to time by the
Board of Directors. Treasury shares may be disposed of by the Company for such
consideration expressed in dollars as may be fixed from time to time by the
Board of Directors. No shares shall be issued for less than the par value
thereof. The consideration for the issuance of shares may be paid, in whole or
in part, in money, in other property, tangible or intangible, or in labor or
services actually performed for the Company, or as permitted in the Certificate
of Incorporation. Future services shall not constitute payment or part payment
for shares of the Company.

         2.03 Lost Certificate. 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 Company alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, and the Board of Directors when authorizing
such issue of a new certificate or certificates may in its discretion, and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates or his legal representative to advertise
the same in such manner as it shall require, and/or furnish to the Company a
bond in such sum as it may direct, as indemnity against any claim that may be
made against the Company. Except as hereinabove in this section provided, no new
certificate or certificates evidencing shares of stock shall be issued unless
and until the old certificate or certificates, in lieu of which the new
certificate or certificates are issued, shall be surrendered for cancellation.

         2.04 Registered Holder as Owner. The Company shall be entitled to treat
the holder of record of any share of stock as the owner thereof entitled to
receive dividends and to vote such shares, and accordingly shall not be bound to
recognize any equitable or any other claim to or



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interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as may be required by a valid proxy
or by the laws of the State of Delaware.

         2.05 Returned Certificates. All certificates for shares changed or
returned to the Company for transfer shall be marked by the Secretary
"Cancelled," with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of their
issue. The returned certificate may be inserted in the certificate book.

         2.06 Transfer of Shares. Upon surrender to the Company or to a transfer
agent of the Company of a certificate of stock endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and such
documentary stamps as may be required by law, it shall be the duty of the
Company to issue a new certificate. Each such transfer of stock shall be entered
on the stock book of the Company.

         2.07 Transfer Agent. The Board of Directors shall have power to appoint
one or more transfer agents and registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such transfer agents and
registrars. Any powers or duties with respect to the transfer and registration
of certificates may be delegated to the transfer agent and registrar.

                                   ARTICLE III

                        Shareholders and Meetings Thereof

         3.01 Annual Meeting. The annual meeting of the shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on such date as may be determined by
resolution of the Board of Directors, but if such day be a holiday, then on the
first business day thereafter which is not a holiday; provided, however, that
the Board of Directors may, by resolution, postpone such meeting for a period of
time not in excess of sixty (60) days. The place of the annual meeting shall be
the principal office of the Company or such other place within or without the
State of Delaware as the Board of Directors may determine.

         3.02 Special Meeting. Special meetings of the shareholders may be
called by the President, a Vice President, the Board of Directors, or the
holders of not less than one-tenth of all the shares entitled to vote at the
meeting. Special meetings shall be held at the principal office of the Company,
unless the Board of Directors determines otherwise.

         3.03 Notice of Meetings. Written or printed notice stating the place,
day, and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or persons calling the meeting, to each shareholder of record in
the manner above provided. No business other than that specified in the notice
of special meeting shall be transacted at any such special meeting. The notice
of special meeting may be waived by submitting a signed waiver or by attendance
at the meeting.



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         3.04 Closing of Transfer Books and Fixing Record Date. For the purposes
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Company may provide that the stock
transfer books shall be closed for a stated period not to exceed in any case
sixty (60) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty (60) days, and in case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken, and in no event may the
record date precede the date upon which the Directors adopt a resolution fixing
the record date. If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is given (as defined in
Article IX hereof) or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of the shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Paragraph, such determination shall apply to any adjournment thereof,
unless the Board of Directors fixes a new record date for the adjournment. The
record date for determining shareholders entitled to consent to corporate
actions without a meeting shall be fixed as provided in Section 3.12.

         3.05 Voting List. The officer or agent having charge of the stock
transfer books for shares of the Company shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the Company, and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

         3.06 Quorum. A quorum at any meeting of the shareholders shall consist
of one-third (1/3) of the shares entitled to vote represented in person or by
proxy. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting entitled to vote on the subject matter shall
be the act of the shareholders. If less than one-third (1/3) of the shares
entitled to vote be represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time to the same place without
further notice. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
a meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

         3.07 Proxies. At all meetings of shareholders, a shareholder may vote
by proxy, executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall



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be filed with the Secretary of the Company before or at the time of the meeting.
No proxy shall be valid after three (3) years from the date of its execution,
unless otherwise provided in the proxy.

         3.08 Voting of Shares. Each outstanding share shall be entitled to one
vote and each fractional share shall be entitled to a corresponding fractional
vote on each matter submitted to vote at a meeting of shareholders.

         3.09 Voting of Shares by Certain Holders. Neither treasury shares, nor
shares of its own stock held by the Company in a fiduciary capacity, nor shares
held by another Company if the majority of the shares entitled to vote for the
election of directors of such other Corporation is held by the Company, shall be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time.

         Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such company may determine.

         Shares held by an administrator, executor, personal representative,
guardian, or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         3.10 Chairman. The Chairman of the Board of Directors of the Company,
if there is one, or in his absence, the President, shall act as chairman at all
meetings of shareholders.

         3.11 Shareholder Voting. Voting at any shareholders meeting shall be
oral or by show of hands; provided, however, that voting shall be by written
ballot if such demand is made by any shareholder present in person or by proxy
and entitled to vote.

         3.12 Informal Action by Shareholders; Record Date. Any action required
to be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, 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 a majority of shares of every
class and series entitled to vote with respect to the subject matter thereof.
Each written consent shall bear the date of every shareholder's signature, and
no written consent will be effective unless written consents, signed by a
sufficient number of shareholders to take action, are delivered to the Company
within sixty (60) days of the date of the earliest such consent. Such consent
shall



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have the same force and effect as a vote of the shareholders, and may be stated
as such in any document filed with the Secretary of State of Delaware under the
General Corporation Law of Delaware. Prompt notice of such action by written
consent of less than all shareholders entitled to vote shall be given to all
shareholders who have not consented in writing to the action taken.

         The record date for determining shareholders entitled to consent to
corporate actions in writing without a meeting (the "consent record date") shall
not precede, and shall not be more than ten (10) days after, the date upon which
the resolution fixing the record date was adopted; however, if no consent record
date is fixed and prior action by the Board of Directors is required for the
consent to be validly taken, the consent record date shall be at the close of
business on the day the Board of Directors is required, then the consent record
date shall be the first date on which a properly signed and dated consent
setting forth the action taken or proposed to be taken is delivered as required
above.

         3.13 Annual Report. The President of the Company shall prepare an
annual report which will set forth a statement of affairs of the Company as of
the end of its last fiscal year, including a balance sheet and an income
statement, and present it at the Annual Meeting of Shareholders. Failure to
prepare or present an annual report shall not affect the validity of any
shareholder meeting. No such report need be prepared or presented for any fiscal
year in which the Company was inactive.

                                   ARTICLE IV

                         Directors, Powers and Meetings

         4.01 General Powers. The business and affairs of the Company shall be
managed by its Board of Directors, except as otherwise provided in the General
Corporation Law of Delaware or the Certificate of Incorporation.

         4.02 Number, Tenure and Qualifications. The Company's Board of
Directors shall consist of not less than three (3) and not more than seven (7)
Directors, as resolved from time to time by the Board of Directors. If such
number is not so fixed, the Company shall have three (3) Directors. Directors
shall be elected at each Annual Meeting of Shareholders. Each Director shall
hold office until the next Annual Meeting of Shareholders and thereafter until
his successor shall have been elected and qualified. Directors need not be
residents of Delaware or shareholders of the Company. Directors shall be
removable in the manner provided by the General Corporation Law of Delaware.
Directors shall be elected by plurality vote.

         4.03 Vacancies. Any Director may resign at any time by giving written
notice to the President or to the Secretary of the Company. Such resignation
shall take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors though less than a
quorum, or by a sole remaining Director. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by the affirmative vote of a majority of the Directors then in
office or by



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an election at an annual meeting or at a special meeting of shareholders called
for that purpose, and a Director so chosen shall hold office for the term
specified in Paragraph 4.02 of this Article.

         4.04 Removal of Directors. Any Director may be removed only in the
manner provided in the Company's Certificate of Incorporation, as amended, and
if no such provision appears therein: any Director may be removed either with or
without cause, at any time by a vote of the shareholders holding a majority of
the shares then issued and outstanding and who are entitled to vote for the
election of Directors, present at any special meeting called for that purpose.
In case any vacancy so created shall not be filled by the shareholders at such
meeting, such vacancy may be filled by the Board of Directors as provided
hereinafter.

         4.05 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after and at the
same place as the Annual Meeting of Shareholders. The Board of Directors may
provide by resolution the time and place, either within or without the State of
Delaware, for the holding of additional regular meetings without other notice
than such resolution.

         4.06 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, the Chairman of the Board, or
any two Directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.

         4.07 Telephonic Meetings. Members of the Board of Directors or any
committee designated by the Board may participate in a meeting of the Board of
Directors or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear one another at the same time. Such participation shall constitute presence
in person at the meeting. All participants in any meeting of Directors, by
virtue of their participation and without further action on their part, shall be
deemed to have consented to the recording of such meeting by electronic device
or otherwise, and to the making of a written transcript thereof, in order that
minutes thereof shall be available for the Company's records.

         4.08 Notice. Notice of any special meeting shall be given at least four
(4) days previous thereto by written notice delivered personally or mailed to
each Director at his business address, or by notice given at least two (2) days
prior to the meeting, in person or by any means specified in Section 9.01(b) or
(c). Any Director may waive notice of any meeting. The attendance of a Director
at a meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting 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 Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         4.09 Quorum. A majority of the number of Directors fixed by these
By-Laws shall constitute a quorum for the transaction of business. The act of
the majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.



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         4.10 Compensation. By resolution of the Board of Directors, any
Director may be paid any one or more of the following: his expenses, if any, of
attendance at a meeting; a fixed sum for attendance at each meeting; or a stated
salary as Director. No such payment shall preclude any Director from serving the
Company in any other capacity and receiving compensation therefor.

         4.11 Presumption of Assent. A Director of the Company who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the Secretary of the Company immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

         4.12 Executive Committee. The Board of Directors, by resolution adopted
by a majority of the number of Directors, may designate two (2) or more
Directors to constitute an Executive Committee, which may exercise all of the
authority of the Board of Directors in the management of the Company, during the
period of time between meetings of the Board of Directors; but the designation
of such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law.

         4.13 Action by Directors Without Meeting. Any action required to be
taken at a meeting of the Directors of the Company or any action which may be
taken at such a meeting, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors
entitled to vote with respect to the subject matter thereof. A consent shall be
sufficient for this Paragraph if it is executed in counterparts, in which event
all of such counterparts, when taken together, shall constitute one and the same
consent.

         4.14 Chairman of the Board. The Chairman of the Board, if such officer
shall be chosen by the Board of Directors, shall preside at all meetings of the
Board of Directors and meetings of shareholders at which he is present. He
shall, subject to the direction of the Board of Directors, have general
supervision over the affairs of the Company, and shall, from time to time,
consult and advise with the President in the direction and management of the
Company's business and affairs, and shall do and perform such other duties as
may, from time to time, be assigned to him by the Board of Directors.

         4.15 Bank Accounts, etc. Anything herein to the contrary
notwithstanding, the Board of Directors may, except as may otherwise be required
by law, authorize any officer or officers, agent or agents, in the name of and
on behalf of the Company, to sign checks, drafts, or other orders for the
payment of money or notes or other evidences of indebtedness, to endorse for
deposit, deposit to the credit of the Company at any bank or trust company or
banking institution in which the Company may maintain an account or to cash
checks, notes, drafts, or other bankable securities or instruments, and such
authority may be general or confined to specific instances, as the Board of
Directors may elect.

         4.16 Inspection of Records. Every Director shall have the absolute
right at any reasonable time to inspect all books, records, documents of every
kind, and the physical properties,



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of the Company and of its subsidiaries. Such inspection may be made personally
or by an agent and includes the right to make copies and extracts.

                                    ARTICLE V

                               Officers and Agents

         5.01 General. The officers of the Company shall be a President, one or
more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may
appoint such other officers, assistant officers, as they may consider necessary,
who shall be chosen in such manner and hold their offices for such terms and
have such authority and duties as from time to time may be determined by the
Board of Directors. The salaries of all the officers of the Company shall be
fixed by the Board of Directors. One person may hold any two offices, except
that no person may simultaneously hold the offices of President and Secretary.
In all cases where the duties of any officer, agent or employee are not
prescribed by the By-Laws or by the Board of Directors, such officer, agent or
employee shall follow the orders and instructions of the President.

         5.02 Election and Term of Office. The officers of the Company shall be
elected by the Board of Directors annually at the first meeting of the Board
held after each Annual Meeting of the Shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until the
first of the following to occur: Until his successor shall have been duly
elected and shall have qualified; or until his death; or until he shall resign;
or until he shall have been removed in the manner hereinafter provided.

         5.03 Removal. Any officer or agent may be removed by the Board of
Directors or by the Executive Committee whenever in its judgment the best
interest of the Company will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not in itself create
contract rights.

         5.04 Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.

         5.05 President. The President shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
Company and shall have general and active control of its affairs and business
and general supervision of its officers, agents and employees. He shall, unless
otherwise directed by the Board of Directors, attend in person or by substitute
appointed by him, or shall execute in behalf of the Company written instruments
appointing a proxy or proxies to represent the Company, at all meetings of the
stockholders of any other company in which the Company shall hold any stock. He
may, on behalf of the Company, in person or by substitute or by proxy, execute
written waivers of notice and consents with respect to any such meetings. At all
such meetings and otherwise, the President, in person or by substitute or proxy
as aforesaid, may vote the stock so held by the Company and may execute written
consent and other instruments and power incident to the ownership of said stock,
subject however to the instructions, if any, of the Board of Directors. The
President shall have custody of the Treasurer's bond, if any.



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         5.06 Vice Presidents. The Vice Presidents shall assist the President
and shall perform such duties as may be assigned to them by the President or by
the Board of Directors. In the absence of the President, the Vice President
designated by the Board of Directors or (if there be no such designation)
designated in writing by the President shall have the powers and perform the
duties of the President. If no such designation shall be made all Vice
Presidents may exercise such powers and perform such duties.

         5.07 Secretary. The Secretary shall: (a) Keep the minutes of the
proceedings of the shareholders, executive committee and the Board of Directors;
(b) See that all notices are duly given in accordance with the provisions of
these By-Laws or as required by law; (c) Be custodian of the corporate records
and of the seal of the Company and affix the seal to all documents when
authorized by the Board of Directors; (d) Keep at its registered office or
principal place of business within or outside Delaware a record containing the
names and addresses of all shareholders and the number and class of shares held
by each, unless such a record shall be kept at the office of the Company's
transfer agent or registrar; (e) Sign with the President, or a Vice President,
certificates for shares of the Company, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) Have general charge of
the stock transfer books of the Company, unless the Company has a transfer
agent; and (g) In general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or the Board of Directors. Assistant secretaries, if any, shall
have the same duties and power, subject to supervision by the Secretary.

         5.08 Treasurer. The Treasurer shall be the principal financial officer
of the Company and shall have the care and custody of all funds, securities,
evidence of indebtedness and other personal property of the Company and shall
deposit the same in accordance with the instructions of the Board of Directors.
He shall receive and give receipts and acquittances for monies paid in on
account of the Company, and shall pay out of the funds on hand all bills,
payrolls and other just debts of the Company of whatever nature upon maturity.
He shall perform all other duties incident to the office of the Treasurer and,
upon request of the Board, shall make such reports to it as may be required at
any time. He shall, if required by the Board, give the Company a bond in such
sums, and with such sureties as shall be satisfactory to the Board, conditioned
upon the faithful performance of his duties and for the restoration to the
Company of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Company. He shall
have such other powers and perform such other duties as may be from time to time
prescribed by the Board of Directors or the President. The assistant treasurers,
if any, shall have the same powers and duties, subject to the supervision of the
Treasurer.

         The Treasurer shall also be the principal accounting officer of the
Company. He shall prescribe and maintain the methods and systems of accounting
to be followed, keep complete books and records of account, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit, and prepare and furnish to the President and the Board of
Directors statements of account showing the financial position of the Company
and the results of its operations.



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                                   ARTICLE VI

                                 Indemnification

         Every Director, Officer, employee and agent of the Company, and every
person serving at the Company's request as a director, officer (or in a position
functionally equivalent to that of officer or director), employee or agent of
another corporation, partnership, joint venture, trust or other entity, shall be
indemnified to the extent and in the manner provided by the Company's
Certificate of Incorporation, as it may be amended.

                                   ARTICLE VII

                                  Miscellaneous

         7.01 Declaration of Dividends. The Board of Directors at any regular or
special meeting may declare dividends payable out of the funds of the Company,
whenever in the exercise of its discretion it may deem such declaration
advisable and such is permitted by law. Such dividends may be paid in cash,
property, or shares of the Company.

         7.02 Benefit Programs. Directors shall have the power to install and
authorized any pension, profit sharing, stock option, insurance, welfare,
educational, bonus, health and accident or other benefit program which the Board
deems to be in the interest of the Company, at the expense of the Company, and
to amend or revoke any plan so adopted.

         7.03 Seal. The corporate seal of the Company shall be circular in form
and shall contain the name of the Company and the words "Seal, Delaware".

         7.04 Fiscal Year. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Company. Any such adoption
of or change in a fiscal year shall not constitute or require an amendment to
these By-Laws.

                                  ARTICLE VIII

                              Amendments to By-Laws

         These By-Laws may be amended or repealed in the manner provided for in
the Certificate of Incorporation, or if none is there provided: by majority vote
of the Board of Directors, taken at any meeting or by written consent, subject
to the shareholders' right to change or repeal any ByLaws so made. By-Laws
amendments may be proposed by any Director.

                                   ARTICLE IX

                                     Notices



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         9.01 Giving of Notice. Except as otherwise provided by the General
Corporation Law of Delaware, these By-Laws, the Company's Certificate of
Incorporation, or resolution of the Board of Directors, every meeting notice or
other notice, demand, bill, statement or other communication (collectively,
"Notice") to or from the Company from or to a Director, Officer or shareholder
shall be duly given if it is written or printed and is (a) sent by first class
mail or by overnight service of the U.S. Postal Service, postage prepaid, (b)
sent by any established overnight air courier service, such as Federal Express,
Emery, Airborne or UPS, (c) sent by telegraph, tested telex or other tested
facsimile transmission, (d) delivered by any commercial messenger service which
regularly retains its receipts, or (e) personally delivered, provided a receipt
is obtained reflecting the date of delivery. Notice shall not be duly given
unless all delivery or postage charges are pre-paid. Notice shall be given to an
addressee's most recent address as it appears on the Company's records. A Notice
shall be deemed "given" when dispatched for delivery, or if mailed, on the date
postmarked. This Section shall not have the effect of shortening any notice
period provided for in these By-Laws.

         9.02 Waiver of Notice. Any Notice required by the General Corporation
Law of Delaware, the Certificate of Incorporation or these By-Laws may be waived
in writing at any time by the person entitled to the Notice, and such waiver
shall be equivalent to the giving of notice. Notice of any meeting shall be
waived by attendance (if a Shareholders' meeting, in person or by proxy) at the
meeting. A waiver of Notice of a special meeting of Shareholders shall state the
purpose for which the meeting was called or the business to be transacted
thereat.



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