<PAGE>


                                 AMENDED AND RESTATED
                                        BYLAWS

                                          OF

                                 FRANK E. BEST, INC.


<PAGE>

                                  TABLE OF CONTENTS
                                                                          Page

ARTICLE 1. OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 2. SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . .   1
   2.1   ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .   1
   2.2   SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . .   1
   2.3   MEETINGS BY COMMUNICATION EQUIPMENT. . . . . . . . . . . . . . .   1
   2.4   DATE, TIME AND PLACE OF MEETING. . . . . . . . . . . . . . . . .   1
   2.5   NOTICE OF MEETING. . . . . . . . . . . . . . . . . . . . . . . .   2
   2.6   WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . .   2
   2.7   FIXING OF RECORD DATE FOR DETERMINING SHAREHOLDERS . . . . . . .   2
   2.8   VOTING RECORD. . . . . . . . . . . . . . . . . . . . . . . . . .   3
   2.9   QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
   2.10  MANNER OF ACTING . . . . . . . . . . . . . . . . . . . . . . . .   3
   2.11  PROXIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
   2.12  VOTING OF SHARES . . . . . . . . . . . . . . . . . . . . . . . .   4
   2.13  VOTING FOR DIRECTORS . . . . . . . . . . . . . . . . . . . . . .   4
   2.14  ACTION BY SHAREHOLDERS WITHOUT A MEETING . . . . . . . . . . . .   4

ARTICLE 3. BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .   5
   3.1   GENERAL POWERS . . . . . . . . . . . . . . . . . . . . . . . . .   5
   3.2   NUMBER AND TENURE. . . . . . . . . . . . . . . . . . . . . . . .   5
   3.3   CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . . . . .   5
   3.4   ANNUAL AND REGULAR MEETINGS. . . . . . . . . . . . . . . . . . .   6
   3.5   SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . .   6
   3.6   MEETINGS BY COMMUNICATIONS EQUIPMENT . . . . . . . . . . . . . .   6
   3.7   NOTICE OF SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . .   6
         3.7.1  PERSONAL DELIVERY . . . . . . . . . . . . . . . . . . . .   6
         3.7.2  DELIVERY BY MAIL. . . . . . . . . . . . . . . . . . . . .   6
         3.7.3  DELIVERY BY PRIVATE CARRIER . . . . . . . . . . . . . . .   7
         3.7.4  FACSIMILE NOTICE. . . . . . . . . . . . . . . . . . . . .   7
         3.7.5  ORAL NOTICE . . . . . . . . . . . . . . . . . . . . . . .   7
   3.8   WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.8.1  IN WRITING. . . . . . . . . . . . . . . . . . . . . . . .   7
         3.8.2  BY ATTENDANCE . . . . . . . . . . . . . . . . . . . . . .   7
   3.9   Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
   3.10  MANNER OF ACTING . . . . . . . . . . . . . . . . . . . . . . . .   8
   3.11  PRESUMPTION OF ASSENT. . . . . . . . . . . . . . . . . . . . . .   8
   3.12  ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING. . . . . . . . .   8
   3.13  RESIGNATION. . . . . . . . . . . . . . . . . . . . . . . . . . .   8
   3.14  REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   3.15  VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
   3.16  EXECUTIVE AND OTHER COMMITTEES . . . . . . . . . . . . . . . . .   9
         3.16.1 CREATION OF COMMITTEES. . . . . . . . . . . . . . . . . .   9
         3.16.2 AUTHORITY OF COMMITTEES . . . . . . . . . . . . . . . . .   9
         3.16.3 QUORUM AND MANNER OF ACTING . . . . . . . . . . . . . . .   9
         3.16.4 MINUTES OF MEETINGS . . . . . . . . . . . . . . . . . . .  10
         3.16.5 RESIGNATION . . . . . . . . . . . . . . . . . . . . . . .  10
         3.16.6 REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . .  10
   3.17  COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . .  10



                                          i


<PAGE>

ARTICLE 4. OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
   4.1   APPOINTMENT AND TERM . . . . . . . . . . . . . . . . . . . . . .  10
   4.2   RESIGNATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   4.3   REMOVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   4.4   CONTRACT RIGHTS OF OFFICERS. . . . . . . . . . . . . . . . . . .  11
   4.5   PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   4.6   CHIEF EXECUTIVE OFFICER. . . . . . . . . . . . . . . . . . . . .  11
   4.7   VICE PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . .  12
   4.8   SECRETARY. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
   4.9   TREASURER. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
   4.10  CONTROLLER . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   4.11  SALARIES AND OTHER COMPENSATION. . . . . . . . . . . . . . . . .  13

ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS. . . . . . . . . . . . .  13
   5.1   CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
   5.2   LOANS TO THE CORPORATION . . . . . . . . . . . . . . . . . . . .  13
   5.3   CHECKS AND DRAFTS. . . . . . . . . . . . . . . . . . . . . . . .  13
   5.4   DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER . . . . . . . . . .  14
   6.1   ISSUANCE OF SHARES . . . . . . . . . . . . . . . . . . . . . . .  14
   6.2   CERTIFICATES FOR SHARES. . . . . . . . . . . . . . . . . . . . .  14
   6.3   STOCK RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . .  14
   6.4   TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . . . . .  14
   6.5   LOST OR DESTROYED CERTIFICATES . . . . . . . . . . . . . . . . .  14

ARTICLE 7. BOOKS AND RECORDS. . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE 8. ACCOUNTING YEAR. . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 9. SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE 10. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .  16
   10.1  RIGHT TO INDEMNIFICATION . . . . . . . . . . . . . . . . . . . .  16
   10.2  PREPAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . .  16
   10.3  CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
   10.4  NON-EXCLUSIVITY OF RIGHTS. . . . . . . . . . . . . . . . . . . .  17
   10.5  OTHER INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . .  17
   10.6  AMENDMENT OR REPEAL. . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE 11. INTERESTED DIRECTOR CONTRACTS AND TRANSACTIONS. . . . . . . .  17

ARTICLE 12.  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  18


                                          ii


<PAGE>

                                 AMENDED AND RESTATED
                                        BYLAWS
                                          OF
                                 FRANK E. BEST, INC.

                                  ARTICLE 1. OFFICES


    The principal office of the corporation shall be located at the principal
place of business or such other place as the Board of Directors ("Board") may
designate. The corporation may have such other offices, either within or without
the State of Delaware, as the Board may designate or as the business of the
corporation may require from time to time.


                               ARTICLE 2. SHAREHOLDERS


2.1 ANNUAL MEETING.

    The annual meeting of the shareholders shall be held at such date, time and
location as the Board may designate, for the purpose of electing Directors and
transacting such other business as may properly come before the meeting.

2.2 SPECIAL MEETINGS.

    The Chairman of the Board, the President or the Board may call special
meetings of the shareholders for any purpose. Further, a special meeting of the
shareholders shall be held if the holders of not less than 50% of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting have dated, signed and delivered to the Secretary one or more written
demands for such meeting, describing the purpose or purposes for which it is to
be held.

2.3 MEETINGS BY COMMUNICATION EQUIPMENT.

    Shareholders may participate in any meeting of the shareholders by any
means of communication by which all persons participating in the meeting can
hear each other during the meeting. Participation by such means shall constitute
presence in person at a meeting.


<PAGE>

2.4 DATE, TIME AND PLACE OF MEETING.

    Except as otherwise provided herein, all meetings of shareholders,
including those held pursuant to demand by shareholders as provided herein,
shall be held on such date and at such time and place, within or without the
State of Delaware, designated by or at the direction of the Board.

2.5 NOTICE OF MEETING.

    Written 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 given by or at the direction of the Board, the Chairman of the
Board, the President or the Secretary to each shareholder entitled to notice of
or to vote at the meeting not less than 10 nor more than 60 days before the
meeting. Such notice may be transmitted by mail, private carrier, personal
delivery or communications equipment which transmits a facsimile of the notice
to like equipment which receives and reproduces such notice. If such notice is
mailed, it shall be deemed effective when deposited in the official government
mail, first-class postage prepaid, properly addressed to the shareholder at such
shareholder's address as it appears in the corporation's current record of
shareholders. Notice given in any other manner shall be deemed effective when
dispatched to the shareholder's address, telephone number or other number
appearing on the records of the corporation.

2.6 WAIVER OF NOTICE.

    Whenever any notice is required to be given to any shareholder under the
provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Further, notice of the time, place and purpose of any
meeting will be deemed to be waived by any shareholder by attendance thereat in
person or by proxy, unless such shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.


                                          2


<PAGE>

2.7 FIXING OF RECORD DATE FOR DETERMINING SHAREHOLDERS.

    For the purpose of determining shareholders entitled (a) to notice of or to
vote at any meeting of shareholders or any adjournment thereof, (b) to demand a
special meeting, or (c) to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose, the Board may fix a
future date as the record date for any such determination. Such record date
shall be not more than 60 days, and in case of a meeting of shareholders not
less than 10 days prior to the date on which the particular action requiring
such determination is to be taken. If no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting, the
record date shall be the day immediately preceding the date on which notice of
the meeting is first given to shareholders. Such a determination shall apply to
any adjournment of the meeting unless the Board fixes a new record date. If no
record date is set for the determination of shareholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
shareholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, the record date shall be the date the Board
adopted the resolution relating thereto or authorized such action.

2.8 VOTING RECORD.

    At least 10 days before each meeting of shareholders, an alphabetical list
of the shareholders entitled to notice of such meeting shall be made, with the
address of and number of shares held by each shareholder. This record shall be
kept at the principal office of the corporation for 10 days prior to such
meeting, and shall be kept open at such meeting, for the inspection of any
shareholder or any shareholder's agent.


                                          3


<PAGE>

2.9  QUORUM.

    A majority of the votes entitled to be cast on a matter by the holders of
shares that, pursuant to the Certificate of Incorporation or the Delaware
General Corporation Law, are entitled to vote and be counted collectively upon
such matter, represented in person or by proxy, shall constitute a quorum of
such shares at a meeting of shareholders. If less than a majority of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice if the new date, time or
place is announced at the meeting before adjournment. Any business may be
transacted at a reconvened meeting that might have been transacted at the
meeting as originally called, provided a quorum is present or represented
thereat. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or transacting business thereat, it is
deemed present for quorum purposes for the remainder of the meeting and any
adjournment thereof (unless a new record date is or must be set for the
adjourned meeting) notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.

2.10 MANNER OF ACTING.

    If a quorum is present, action on a matter shall be approved if the votes
cast in favor of the action by the shares entitled to vote and be counted
collectively upon such matter exceed the votes cast against such action by the
shares entitled to vote and be counted collectively thereon, unless the
Certificate of Incorporation or the Delaware General Corporation Law requires a
greater number of affirmative votes.

2.11 PROXIES.

    A shareholder may vote by proxy executed in writing by the shareholder or
by his or her attorney-in-fact or agent. Such proxy shall be effective when
received by the Secretary or other officer or agent authorized to tabulate
votes. A proxy shall become invalid 3 years after the date of its execution,
unless otherwise provided in the proxy. A proxy with respect to a specified
meeting shall entitle the holder thereof to vote at any reconvened meeting
following adjournment of such meeting but shall not be valid after the final
adjournment thereof.


                                          4


<PAGE>

2.12 VOTING OF SHARES.

    Except as otherwise provided in the Certificate of Incorporation, each
outstanding share entitled to vote with respect to a matter submitted to a
meeting of shareholders shall be entitled to one vote upon such matter.

2.13 VOTING FOR DIRECTORS.

    Each shareholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such shareholder for as many
persons as there are Directors to be elected and for whose election such
shareholder has a right to vote. Unless otherwise provided in the Certificate of
Incorporation, the candidates elected shall be those receiving the largest
number of votes cast, up to the number of Directors to be elected. Cumulative
voting for Directors is prohibited.

2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING.

    Any action which could be taken at a meeting of the shareholders may be
taken without a meeting if one or more written consents setting forth the action
so taken are 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
and delivered to the corporation. If not otherwise fixed by the Board, the
record date for determining shareholders entitled to take action without a
meeting is the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by this chapter, the record date for determining
shareholders 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 of
Directors adopts the resolution taking such prior action. Action taken by
written consent of shareholders without a meeting is effective when all required
consents are in the possession of the corporation, unless the consent specifies
a later effective date. Any such consent shall be inserted in the minute book as
if it were the minutes of a meeting of the shareholders. Prompt notice of the
taking of the corporate action without a meeting by LESS THAN UNANIMOUS WRITTEN
CONSENT shall be given to those shareholders or members, as the case may be, who
have not consented in writing.


                                          5


<PAGE>

                            ARTICLE 3. BOARD OF DIRECTORS

3.1 GENERAL POWERS.

    All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the Board, except as may be otherwise provided in these Bylaws, the
Certificate of Incorporation or the Delaware General Corporation Law.

3.2 NUMBER AND TENURE.

    The Board shall be composed of no fewer than three and no more than eleven
Directors. The number of Directors may be changed from time to time by amendment
to these Bylaws, but no decrease in the number of Directors shall have the
effect of shortening the term of any incumbent Director. Unless a Director dies,
resigns, or is removed, his or her term of office shall expire at the next
annual meeting of shareholders; provided, however, that a Director shall
continue to serve until his or her successor is elected and qualified or until
there is a decrease in the authorized number of Directors. Directors need not be
shareholders of the corporation or residents of the State of Delaware and need
not meet any other qualifications.

3.3 CHAIRMAN OF THE BOARD.

    The Board shall elect a director as chairman, which director shall be known
as the Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the Board, and in addition, shall perform the following functions:

         a.   general planning and management of all functions of the Board of
              Directors;
         b.   organization of Board committees and assignments thereto;
         c.   recruitment and nomination of additional or successor directors;
         d.   determining the agenda for all Board meetings; and
         e.   development of Board members as appropriate for effectiveness on
              behalf of shareholders.

The Chairman of the Board shall serve for a term of one (1) year  and shall be
elected at the annual meeting; PROVIDED, HOWEVER, that the initial Chairman of
the Board shall be elected by Written Consent of the Board of Directors and
shall serve until the next ensuing annual meeting.


                                          6


<PAGE>

3.4 ANNUAL AND REGULAR MEETINGS.

    An annual Board meeting shall be held at such date, time, and location as
the board may designate.

3.5 SPECIAL MEETINGS.

    Special meetings of the Board or any committee designated by the Board may
be called by or at the request of the Chairman of the Board, the President, and
in the case of any special meeting of any committee designated by the Board, by
the Chairman thereof. The person or persons authorized to call special meetings
may fix any place either within or without the State of Delaware as the place
for holding any special Board or committee meeting called by them.

3.6 MEETINGS BY COMMUNICATIONS EQUIPMENT.

    Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by, or conduct the meeting
through the use of, any means of communication by which all Directors
participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.

3.7 NOTICE OF SPECIAL MEETINGS.

    Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally. Neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice of such meeting.

    3.7.1  PERSONAL DELIVERY.

    If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.

    3.7.2  DELIVERY BY MAIL.

    If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least five days before the meeting,
properly addressed to a Director at his or her address shown on the records of
the corporation, with postage thereon prepaid.


                                          7


<PAGE>

    3.7.3  DELIVERY BY PRIVATE CARRIER.

    If notice is given by private carrier, the notice shall be deemed effective
when dispatched to a Director at his or her address shown on the records of the
corporation at least three days before the meeting.

    3.7.4  FACSIMILE NOTICE.

    If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

    3.7.5  ORAL NOTICE.

    If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.

3.8 WAIVER OF NOTICE.

    3.8.1  IN WRITING.

    Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice and delivered to the corporation, whether before
or after the date and time of the meeting, shall be deemed equivalent to the
giving of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board or any committee designated by
the Board need be specified in the waiver of notice of such meeting.

    3.8.2  BY ATTENDANCE.

    A Director's attendance at or participation in a Board or committee meeting
shall constitute a waiver of notice of such meeting, unless the Director at the
beginning of the meeting, or promptly upon his or her arrival, objects to
holding the meeting or transacting business thereat and does not thereafter vote
for or assent to action taken at the meeting.


                                          8


<PAGE>

3.9  Quorum.

    A majority of the number of Directors fixed by or in the manner provided in
these Bylaws shall constitute a quorum for the transaction of business at any
Board meeting but, if less than a majority are present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.

3.10 MANNER OF ACTING.

    If a quorum is present when the vote is taken, the act of the majority of
the Directors present at a Board meeting shall be the act of the Board, unless
the vote of a greater number is required by these Bylaws, the Certificate of
Incorporation or the Delaware General Corporation Law.

3.11 PRESUMPTION OF ASSENT.

    A Director of the corporation who is present at a Board or committee
meeting at which any action is taken shall be deemed to have assented to the
action taken unless (a) the Director objects at the beginning of the meeting, or
promptly upon the Director's arrival, to holding the meeting or transacting any
business thereat, (b) the Director's dissent or abstention from the action taken
is entered in the minutes of the meeting, or (c) the Director delivers written
notice of the Director's dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a reasonable time
after adjournment of the meeting. The right of dissent or abstention is not
available to a Director who votes in favor of the action taken.

3.12 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING.

    Any action which could be taken at a meeting of the Board or of any
committee created by the Board may be taken without a meeting if one or more
written consents setting forth the action so taken are signed by each of the
Directors or by each committee member either before or after the action is taken
and delivered to the corporation. Action taken by written consent of Directors
without a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date. Any such written consent shall be
inserted in the minute book as if it were the minutes of a Board or a committee
meeting.


                                          9


<PAGE>

3.13 RESIGNATION.

    Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President or the Secretary. Any such resignation is
effective upon delivery thereof unless the notice of resignation specifies a
later effective date and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

3.14 REMOVAL.

    At a meeting of shareholders called expressly for that purpose, or in
accordance with the provisions of Article 2.14 of these Bylaws, one or more
members of the Board, including the entire Board, may be removed with or without
cause by the holders of a majority of the shares then entitled to vote at an
election of Directors.

3.15 VACANCIES.

    Unless the Certificate of Incorporation provides otherwise, any vacancy
occurring on the Board may be filled by the shareholders or the remaining
numbers of the Board. A Director elected to fill a vacancy shall serve only
until the next election of Directors by the shareholders.

3.16 EXECUTIVE AND OTHER COMMITTEES.

    3.16.1 CREATION OF COMMITTEES.

    The Board, by resolution adopted by a majority of the members, may create
standing or temporary committees, including an Executive Committee, and appoint
members thereto from its own number and invest such committees with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board,
these Bylaws and applicable law. Each committee must have one or more members,
who shall serve at the pleasure of the Board.


                                          10


<PAGE>

    3.16.2 AUTHORITY OF COMMITTEES.

    Each committee shall have and may exercise all of the authority of the
Board to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions pertaining thereto and adopted in like
manner, except that no such committee shall have the authority to: (1) adopt,
amend or repeal Bylaws, (2) amend the Certificate of Incorporation, (3) adopt an
agreement of merger or consolidation under Sections 251, 252, 254, 255, 256,
257, 158, 263 or 264 of the Delaware General Corporation Law, (4) recommend to
the shareholders the sale, lease, or exchange of all or substantially all of the
corporation's property or assets; or (5) recommend to the shareholders a
dissolution of the corporation or a revocation of a dissolution.

    3.16.3 QUORUM AND MANNER OF ACTING.

    A majority of the number of Directors composing any committee of the Board,
as established and fixed by resolution of the Board, shall constitute a quorum
for the transaction of business at any meeting of such committee but, if less
than a majority are present at a meeting, a majority of such Directors present
may adjourn the meeting from time to time without further notice. Except as may
be otherwise provided in the Delaware General Corporation Law, if a quorum is
present when the vote is taken, the act of a majority of the members present
shall be the act of the committee.

    3.16.4 MINUTES OF MEETINGS.

    All committees shall keep regular minutes of their meetings and shall cause
them to be recorded in books kept for that purpose.

    3.16.5 RESIGNATION.

    Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary or the
Board. Any such resignation is effective upon delivery thereof, unless the
notice of resignation specifies a later effective date, and the acceptance of
such resignation shall not be necessary to make it effective.

    3.16.6 REMOVAL.

    The Board may remove any member of any committee elected or appointed by it
but only by the affirmative vote of a majority of the members.


                                          11


<PAGE>

3.17 COMPENSATION.

    By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.


                                 ARTICLE 4. OFFICERS


4.1 APPOINTMENT AND TERM.

    The officers of the corporation shall be a President, a Chief Executive
Officer, one or more Vice Presidents, a Secretary, a Treasurer, a Controller,
and any other officers appointed from time to time by the Board or by any other
officer empowered to do so. The Board shall have sole power and authority to
appoint and remove executive officers. As used herein, the term "executive
officer" shall mean the Chief Executive Officer, the President, any Vice
President, the Secretary, the Treasurer, and the Controller. The Board or the
President may appoint such other officers and assistant officers to hold office
for such period, have such authority and perform such duties as may be
prescribed. The Board may delegate to any other officer the power to appoint any
subordinate officers and to prescribe their respective terms of office,
authority and duties. Any two or more offices may be held by the same person.
Unless an officer dies, resigns or is removed from office, he or she shall hold
office until his or her successor is appointed.

4.2 RESIGNATION.

    Any officer may resign at any time by delivering written notice thereof to
the corporation. Any such resignation is effective upon delivery thereof, unless
the notice of resignation specifies a later effective date; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


                                          12


<PAGE>

4.3 REMOVAL.

    Any officer may be removed at any time, with or without cause, by the Board
or by a signed writing delivered to the Secretary of the Corporation by the
holders of a majority of the Corporation's outstanding common stock. An officer
or assistant officer, if appointed by another officer, may be removed by any
officer authorized to appoint officers or assistant officers.

4.4 CONTRACT RIGHTS OF OFFICERS.

    The appointment of an officer does not itself create contract rights.

4.5 PRESIDENT.

    The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and shareholders in the absence of a Chairman of the
Board, and, subject to the Board's control, shall supervise and control all of
the assets, business and affairs of the corporation. In general, the President
shall perform all duties incident to the office of President and such other
duties as are prescribed by the Board from time to time. Unless the Board
expressly directs otherwise, the President shall have the duty and the authority
to cast the corporation's vote with respect to any shares of the stock or
securities of any other corporation or entity which are held by the corporation.
If no person is serving as Secretary, the President shall have responsibility
for the preparation of minutes of meetings of the Board and shareholders and for
authentication of the records of the corporation.

    In the event of the death of the President or his or her inability to act,
the member of the Board of Directors with the longest continuous service on the
Board of Directors; or in the event of his or her death or inability to act, the
Chief Executive Officer; or in the event or his or her death or inability to
act, the Vice President who is also the Chief Operating Officer, shall perform
the duties of the President, except as may be limited by resolution of the Board
of Directors, with all the powers of and subject to the restrictions upon the
President.

4.6 CHIEF EXECUTIVE OFFICER.

    The Chief Executive Officer shall perform such duties as shall be assigned
to him or her by the President or Board from time to time.


                                          13


<PAGE>

4.7 VICE PRESIDENT.

    Vice Presidents shall perform such duties as from time to time may be
assigned to them by the President or by or at the direction of the Board.

4.8 SECRETARY.

    The Secretary shall be responsible for preparation of minutes of the
meetings of the Board and shareholders, maintenance of the corporation's records
and stock registers, and authentication of the corporation's records and shall
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 or her by the President or by
or at the direction of the Board. In the absence of the Secretary, an Assistant
Secretary may perform the duties of the Secretary.

4.9 TREASURER.

    The Treasurer shall have charge and custody of and be responsible for all
funds and securities of the corporation, receive and give receipts for moneys
due and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of the corporation in banks, trust companies or other
depositories selected in accordance with the provisions of these Bylaws, and in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the President
or by or at the direction of the Board. In the absence of the Treasurer, an
Assistant Treasurer may perform the duties of the Treasurer. If required by the
Board, the Treasurer or any Assistant Treasurer shall give a bond for the
faithful discharge of his or her duties in such amount and with such surety or
sureties as the Board shall determine.



                                          14


<PAGE>

4.10 CONTROLLER

    The Controller shall be responsible for the preparation and distribution of
all financial statements and other such information as may necessarily accompany
financial statements both internally to the corporation and to such external
entities as are required by law or otherwise, and in general perform all of the
duties incident to the Office of Controller and such other duties as from time
to time may be assigned to him or her by the President or by or at the direction
of the Board.




4.11 SALARIES AND OTHER COMPENSATION.

    The salaries and other compensation of the officers shall be fixed from
time to time by the Board or by any person or persons to whom the Board has
delegated such authority. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a Director of the
corporation.


                   ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 CONTRACTS.

    The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.

5.2 LOANS TO THE CORPORATION.

    No significant loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.

5.3 CHECKS AND DRAFTS.

    All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.


                                          15


<PAGE>

5.4 DEPOSITS.

    All funds of the corporation, except for petty cash, not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board may select.


                ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 ISSUANCE OF SHARES.

    No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee is
empowered to do so.

6.2 CERTIFICATES FOR SHARES.

    All stock certificates shall be signed in the name of the corporation by
the chairman or vice chairman of the board of directors, or the president or
vice president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary. Any or all signatures on a certificate may be a
facsimile. A record of each certificate shall be kept with the stub, and a stock
record book shall be kept showing the holders of all outstanding certificates of
stock.

6.3 STOCK RECORDS.

    The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or registrar.
The name and address of each person to whom certificates for shares are issued,
together with the class and number of shares represented by each such
certificate and the date of issue thereof, shall be entered on the stock
transfer books of the corporation. The person in whose name shares stand on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.


                                          16


<PAGE>

6.4 TRANSFER OF SHARES.

    The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

6.5 LOST OR DESTROYED CERTIFICATES.

    In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.


                             ARTICLE 7. BOOKS AND RECORDS


    The corporation shall:

    (a)  Keep as permanent records minutes of all meetings of its shareholders
and the Board, a record of all actions taken by the shareholders or the Board
without a meeting, and a record of all actions taken by a committee of the Board
exercising the authority of the Board on behalf of the corporation.

    (b)  Maintain appropriate accounting records.

    (c)  Maintain a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders, in
alphabetical order by class of shares showing the number and class of shares
held by each; provided, however, such record may be maintained by an agent of
the corporation.

    (d)  Maintain its records in written form or in another form capable of
conversion into written form within a reasonable time.

    (e)  Keep a copy of the following records at its principal office:


                                          17


<PAGE>

         1.   the Certificate of Incorporation and all amendments thereto as
currently in effect;

         2.   the Bylaws and all amendments thereto as currently in effect;

         3.   the minutes of all meetings of shareholders and records of all
action taken by shareholders without a meeting, for the past three years;

         4.   financial statements for the past three years;

         5.   all written communications to shareholders generally within the
past three years;

         6.   a list of the names and business addresses of the current
Directors and officers; and

         7.   the most recent annual report delivered to the Delaware Secretary
of State.


                              ARTICLE 8. ACCOUNTING YEAR


    The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected by the Board for
purposes of federal income taxes, or any other purpose, the accounting year
shall be the year so selected.


                                   ARTICLE 9. SEAL


    The Board may provide for a corporate seal which shall consist of the name
of the corporation, the state of its incorporation and the year of its
incorporation.


                                          18


<PAGE>

                             ARTICLE 10. INDEMNIFICATION


10.1 RIGHT TO INDEMNIFICATION.

    The corporation shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or is threatened to be made a party to or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative, or investigative (a "Proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust enterprise or non-profit
entity, including service with respect to employee benefits plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
corporation shall be required to indemnify a person in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of the corporation.

10.2 PREPAYMENT OF EXPENSES.

    The corporation shall pay the expenses incurred in defending any proceeding
in advance of its final disposition, provided, however, that the payment of
expenses incurred by a director, officer or employee in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the director, officer or employee to repay all amounts advanced if it should
be ultimately determined that the director, officer or employee is not entitled
to be indemnified under this Article or otherwise.

10.3 CLAIMS.

    If a claim for indemnification or payment of expenses under this Article is
not paid in full with sixty days after a written claim therefore has been
received by the corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.


                                          19


<PAGE>

10.4 NON-EXCLUSIVITY OF RIGHTS.

    The rights conferred on any person by this Article shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, these by-laws,
agreement, vote of shareholders or disinterested directors or otherwise.

10.5 OTHER INDEMNIFICATION.

    The corporation's obligation, if any, to indemnify any person who was or is
serving at its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or non-profit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
nonprofit enterprise.

10.6 AMENDMENT OR REPEAL.

    Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.


                                          20


<PAGE>

              ARTICLE 11. INTERESTED DIRECTOR CONTRACTS AND TRANSACTIONS


    No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or (3) the contract or
transaction is fair as to the corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof, or the
shareholders.  Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

                               ARTICLE 12.  AMENDMENTS

    These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board.  The shareholders may also alter, amend and repeal these
Bylaws or adopt new Bylaws.  All Bylaws made by the Board may be amended,
repealed, altered or modified by the shareholders.

    The foregoing Bylaws were adopted by the Board on May 31, 1996.


                                       FRANK E. BEST, INC.


                                       /s/ Russell C. Best
                                       -------------------
                                       Chairman of the Board


                                          21