BY-LAWS OF BENTLEY INTERNATIONAL, INC. AS AMENDED AND RESTATED

                          Effective As Of: June 7, 1999

ARTICLE I - OFFICES

     The principal  office of the  Corporation in the State of Missouri shall be
located at 9719 Conway Road, St. Louis, Missouri 63124. The Corporation may have
such other  office(s),  either  within or without the State of Missouri,  as the
Board of  Directors  may  designate or as the  business of the  Corporation  may
require from time to time.
     The  registered  office of the  Corporation  required  by The  General  and
Business  Corporation  Law of Missouri to be maintained in the State of Missouri
may be, but need not be,  identical  with its  principal  office in the State of
Missouri,  and the address of the registered  office may be changed from time to
time by the Board of Directors.

ARTICLE II - SHAREHOLDERS

     Section 2.01 Annual Meeting.  The annual meeting of the shareholders  shall
be held on the last Tuesday in June of each year,  beginning with the year 1998,
at the hour of 10:00 A.M., or at such other date and hour as shall be determined
by the Board of  Directors  and  stated in the  notice of the  meeting,  for the
purpose of electing  directors and for the transaction of such other business as
may come before the meeting.  If the day fixed for the annual meeting shall be a
legal  holiday in the State of Missouri,  such meeting shall be held on the next
succeeding  business day. If the election of directors  shall not be held on the
day  designated  herein for any annual  meeting of the  shareholders,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a special meeting of the  shareholders as soon thereafter as conveniently may
be arranged.

     Section 2.02 Special Meetings.  A special meeting of the shareholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the Chief Executive Officer or by the Board of Directors at any time in their
sole discretion.

     Section 2.03 Place of Meeting.  The Board of Directors  may  designate  any
place,  either within or without the State of Missouri,  as the place of meeting
for any annual  meeting of the  shareholders  or for any special  meeting of the
shareholders  called by the Board of  Directors,  except  that a meeting  called
expressly  for  the  purpose  of  removal  of a  director  shall  be held at the
registered  office or principal  business office of the Corporation in the State
of  Missouri or in the city or county of the State of Missouri or in the city or
county of the State of Missouri in which the  principal  business  office of the
Corporation is located.  A waiver of notice signed by all shareholders  entitled

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to vote at a meeting may designate any place, either within or without the State
of Missouri, as the place for the holding of such meeting unless such meeting is
called  expressly for the purpose of removal of one or more directors,  in which
event such meeting shall be held at the registered office or principal  business
office of the  Corporation  in the State of Missouri or in the city or county of
the State of Missouri in which the principal  business office of the Corporation
is  located.  If no  designation  is made,  the  place of  meeting  shall be the
registered office of the Corporation in the State of Missouri.

     Section 2.04 Notice of Meeting.  Written notice stating the place,  day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall,  unless otherwise allowed or prescribed
by statute,  be delivered  not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chief Executive Officer,  or the Secretary,  or the persons calling the meeting,
to each shareholder of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the  shareholder at his or her address as it appears on the records
of the Corporation, with postage thereon prepaid.

     Section 2.05 Meetings,  How Convened.  Every meeting, for whatever purpose,
of the shareholders of the Corporation  shall be convened by the Chief Executive
Officer,  Secretary or other officer,  or any of the persons calling the meeting
by notice given as herein provided.

     Section 2.06 Closing  Transfer  Books;  Record Date. The Board of Directors
shall have power to close the transfer books of the Corporation for a period not
exceeding seventy days preceding the date of any meeting of shareholders, or the
date of payment of any dividend, or the date for the allotment of rights, or the
date when any change or  conversion  or exchange of shares shall go into effect;
provided,  however,  that in lieu of closing the stock transfer books; the Board
of Directors may fix in advance a date, not exceeding seventy days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion  or exchange of shares shall go into effect,  as a record date for
the determination of the shareholders entitled to notice of, and to vote at, the
meeting and any adjournment  thereof, or to receive payment of the dividend,  or
to receive the allotment of rights,  or to exercise the rights in respect of the
change,  conversion or exchange of shares.  In such case, only the  shareholders
who are  shareholders of record on the date of closing the transfer books, or on
the record  date so fixed,  shall be  entitled to notice of, and to vote at, the
meeting and any adjournment  thereof, or to receive payment of the dividend,  or
to receive the allotment of rights,  or to exercise the rights,  as the case may
be, notwithstanding any transfer of shares on the books of the Corporation after
the date of closing of the transfer books or the record date fixed as aforesaid.
If the Board of  Directors  does not close  the  transfer  books or set a record
date,  only the  shareholders  who are  shareholders  of  record at the close of
business  on the  twentieth  day  preceding  the  date of the  meeting  shall be

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entitled to notice of, and to vote at, the meeting,  and any  adjournment of the
meeting;  except that, if prior to the meeting  written waivers of notice of the
meeting are signed and delivered to the  Corporation by all of the  shareholders
of record at the time the meeting is  convened,  only the  shareholders  who are
shareholders  of record at the time the meeting is convened shall be entitled to
vote at the meeting, and any adjournment of the meeting.

     Section  2.07  Voting  Lists.  The  officer or agent  having  charge of the
transfer book for shares of the Corporation shall make, at least ten days before
each meeting of the shareholders,  a complete list of the shareholders  entitled
to vote at such meeting,  arranged in alphabetical  order,  with the address and
the number of shares held by each, which list, for a period of ten days prior to
such meeting shall be kept on file at the registered  office of the  Corporation
and shall be subject to inspection by any  shareholder  at any time during usual
business  hours.  Such list shall also be produced and subject to the inspection
of any  shareholder  during the whole time of the meeting.  The  original  share
ledger or transfer books, or a duplicate  thereof kept in the State of Missouri,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share  ledger or  transfer  book or to vote at any  meeting  of the
shareholders.

     Section  2.08  Quorum.  A  majority  of  the  outstanding   shares  of  the
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute  a quorum at any  meeting of  shareholders.  If less than a quorum is
present, a majority of the shares so represented may adjourn the meeting until a
specified  date,  not longer  than ninety  days after such  adjournment,  and no
notice  need be given of such  adjournment  to  shareholders  not present at the
meeting.  Every  decision  of a  majority  of such  quorum  shall  be valid as a
corporate  act unless a  different  vote is  required  by law,  the  Articles of
Incorporation or the By-Laws of the Corporation.  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.

     Section 2.09 Proxies.  At all meetings of  shareholders,  a shareholder may
vote in person or by proxy  executed  in  writing by the  shareholder  or by the
shareholder's  duly authorized  attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting.  No proxy
shall be valid  after  eleven  months  from  the date of its  execution,  unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable only
if it states that it is  irrevocable  and if, and only so long as, it is coupled
with an interest  sufficient in law to support an irrevocable power of attorney.
The  interest  with which it is coupled  need not be an  interest  in the shares
themselves.  If any instrument of proxy designates two or more persons to act as
proxy,  in the  absence  of any  provisions  in the proxy to the  contrary,  the
persons designated may represent and vote the shares in accordance with the vote
or consent of the  majority  of the persons  named as proxies.  If only one such
proxy is  present,  the proxy  may vote all of the  shares,  and all the  shares
standing in the name of the  principal  or  principals  for whom such proxy acts
shall be deemed represented for the purpose of obtaining a quorum. The foregoing
provisions  shall  apply to the voting of shares by proxies  for any two or more
personal representatives, trustees or other fiduciaries, unless an instrument or
order of court appointing them otherwise directs.


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     Section 2.10 Voting of Shares.  Subject to the  provisions of Section 2.13,
each outstanding  share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of the shareholders.

     Section 2.11 Voting of Shares by Certain  Holders.  Shares  standing in the
name of another corporation may be voted by such officer,  agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.

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

     Section 2.12 Shareholder  Action Without a Meeting.  Any action required to
be taken at a meeting of the shareholders, or any action which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting if  consents  in
writing,  setting  forth  the  action  so  taken,  shall be signed by all of the
shareholders  entitled to vote with respect to the subject matter thereof.  Such
consents  shall  have the same  force  and  effect  as a  unanimous  vote of the
shareholders at a meeting duly held. The Secretary of the Corporation shall file
such consents with the minutes of the meetings of the shareholders.

     Section  2.13  Cumulative  Voting  Rights  Denied.  In  all  elections  for
directors,  each shareholder  entitled to vote shall have the right to cast only
as many  votes as shall  equal the  number of voting  shares  held by him in the
Corporation.  There shall be no right to  cumulative  voting in the  election of
directors.

     Section  2.14  Shareholders'  Right to  Examine  Books  and  Records.  This
Corporation  shall keep  correct  and  complete  books and  records of  account,
including the amount of its assets and  liabilities,  minutes of the proceedings
of its  shareholders  and  Board of  Directors,  and the  names  and  places  of
residence  of its  officers;  and it  shall  keep at its  registered  office  or
principal  place of  business in this  state,  or at the office of its  transfer
agent in this state,  if any,  books and records in which shall be recorded  the
number of shares subscribed,  the names of the owners of the shares, the numbers
owned by them  respectively,  the amount of shares  paid,  and by whom,  and the
transfer of such shares with the date of transfer.  Each shareholder may, during
normal business hours,  have access to the books of the Corporation,  to examine
the same.  The Board of  Directors  may,  from time to time,  further  prescribe
regulations with respect to any such examination.


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     Section 2.15 Shares of Other  Corporations.  Shares of another  corporation
owned by or standing in the name of the  Corporation may be voted by such person
or person as may be  designated  by the Board of Directors and in the absence of
any such  designation,  the Chief Executive Officer shall have the power to vote
such shares.

     Section 2.16 Notice of Shareholder Nominees. Only persons who are nominated
in  accordance  with the  procedures  set forth in this  Section  2.16  shall be
eligible for election as Directors of the  Corporation.  Nominations  of persons
for  election  to the Board of  Directors  of the  Corporation  may be made at a
meeting of shareholders  (a) by or at the direction of the Board of Directors or
(b) by any shareholder of the  Corporation  entitled to vote for the election of
Directors  at such meeting who complies  with the  procedures  set forth in this
Section 2.16. All nominations by  shareholders  shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a  shareholder's  notice  shall be  delivered  to or mailed and  received at the
principal  executive  offices of the  Corporation  not less than thirty days nor
more than sixty days prior to the meeting; provided,  however, that in the event
that less than forty days' notice or prior public  disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so  received  not  later  than the  close of  business  on the tenth day
following  the day on which such notice of the date of the meeting was mailed or
such  public   disclosure  was  made.  To  be  in  proper  written  form,   such
shareholder's  notice  shall set forth in writing (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a Director,  all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations or proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended,  including,  without  limitations,  such person's written consent to
being named in the proxy  statement as a nominee and to serving as a Director if
elected;  and (b) as to the  shareholder  giving  the  notice  (i) the  name and
address, as they appear on the Corporation's books, of such shareholder and (ii)
the class and number of shares of the Corporation  which are beneficially  owned
by such  shareholder.  At the  request  of the Board of  Directors,  any  person
nominated by the Board of Directors for election as a director  shall furnish to
the Secretary of the Corporation that information  required to be set forth in a
shareholder's  notice of nomination which pertains to the nominee.  In the event
that a shareholder seeks to nominate one or more directors,  the Secretary shall
appoint two  inspectors,  who shall not be affiliated with the  Corporation,  to
determine  whether a  shareholder  has complied  with this Section  2.16. If the
inspectors shall determine that a shareholder has not complied with this Section
2.16, the inspectors  shall direct the chairman of the meeting to declare to the
meeting  that the  nomination  was not made in  accordance  with the  procedures
prescribed by the By-Laws of the Corporation,  and the chairman shall so declare
to the meeting and the defective nomination shall be disregarded.


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     Section 2.17  Procedures for Submission of Shareholder  Proposals at Annual
Meeting. At any annual meeting of the shareholders of the Corporation, only such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any  shareholder of the
Corporation who complies with the procedures set forth in this Section 2.17. For
business  properly to be brought before an annual meeting by a shareholder,  the
shareholder  must have given timely notice thereof in proper written form to the
Secretary  of the  Corporation.  To be timely,  a  shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  thirty  days nor more than  sixty  days prior to the
meeting; provided,  however, that in the event that less than forty days' notice
or  prior  public  disclosure  of the  date of the  meeting  is given or made to
shareholders,  notice by the shareholder to be timely must be received not later
than the close of  business  on the tenth day  following  the day on which  such
notice of the date of the annual  meeting was mailed or such  public  disclosure
was made. To be in proper written form, a shareholder's  notice to the Secretary
shall set forth in writing as to each matter the  shareholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name  and  address,  as they  appear  on the
Corporation's books, of the shareholder proposing such business, (iii) the class
and  number of shares of the  Corporation  which are  beneficially  owned by the
shareholder, and (iv) any material interest of the shareholder in such business.
Notwithstanding  anything in the By-Laws to the contrary,  no business  shall be
conducted at an annual  meeting,  except in accordance  with the  procedures set
forth in this  Section  2.17.  The  chairman  of a meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought  before the meeting in  accordance  with the  provisions of this Section
2.17, and, if he or she should so determine, shall so declare to the meeting and
any  such  business  not  properly  brought  before  the  meeting  shall  not be
transacted.

ARTICLE III - BOARD OF DIRECTORS

     Section 3.01 General  Powers.  The property and business of the Corporation
shall be controlled and managed by its Board of Directors.

     Section 3.02 Number,  Term and  Qualifications.  The number of directors to
constitute the Board of Directors shall be not less than three (3) nor more than
eleven  (11);  provided,  however,  that such number may be fixed,  from time to
time,  at not less than three (3) nor more than eleven (11) by a  resolution  of
the  Board of  Directors.  Each  director  shall  hold  office  until his or her
successor  shall have been  elected and  qualified.  The  directors  need not be
residents of the State of Missouri or shareholders of the Corporation.


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     Section 3.03 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 the  shareholders.  The  Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the State of Missouri,  for the holding of additional  regular  meetings
without other notice than such resolution.

     Section 3.04 Special Meetings.  A special meeting of the Board of Directors
may be called  by, or at the  request  of,  the Chief  Executive  Officer or any
director.  The person or persons  authorized to call such special meeting of the
Board of  Directors  may fix any place,  either  within or without  the State of
Missouri, as the place for holding such special meeting.

     Section 3.05 Notice.  Notice of any special  meeting  shall be delivered at
least two days prior thereto by written notice  delivered  personally or left at
or mailed to each  director at his or her business or residence  address,  or by
telegram or telefax. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage thereon prepaid.
If notice be given by  telegram or  telefax,  such notice  shall be deemed to be
delivered when the text of the telegram or telefax is delivered to the telegraph
or telefax company. 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.

     Section 3.06 Quorum;  Participation  by  Telephone.  A majority of the full
Board of Directors  shall  constitute a quorum for the  transaction of business,
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.  Members of the Board of Directors may  participate  in a meeting of the
Board of Directors, whether regular or special, by means of conference telephone
or similar  communications  equipment  whereby all persons  participating in the
meeting can hear each other, and participation in a meeting in this manner shall
constitute presence in person at the meeting.

     Section  3.07  Manner of  Acting.  The act of a majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors,  unless the act of a different number is required by statute,  the
Articles of Incorporation or these By-Laws.


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     Section  3.08 Action  Without a Meeting.  Any action that may be taken at a
meeting of the Board of Directors  or of a committee  of directors  may be taken
without a meeting if consents in writing, setting forth the action so taken, are
signed by all of the members of the Board of Directors of the committee,  as the
case may be. Such  written  consents  shall be filed by the  Secretary  with the
minutes of the proceedings of the Board of Directors or of the committee, as the
case may be, and shall have the same force and effect as a  unanimous  vote at a
meeting duly held.

     Section  3.09  Resignations.  Any  director  may  resign  at  any  time  by
delivering written notice to the Board of Directors, the Chief Executive Officer
or the Secretary of the  Corporation.  Any written notice delivered in person to
the Chief  Executive  Officer or the Secretary shall be effective upon delivery,
unless otherwise provided therein.  Written notice may be delivered by certified
or registered mail, with postage thereon prepaid and a return receipt requested.
Such  resignation  shall take  effect on the date of the  receipt of such notice
which  date of  receipt  shall  be  deemed  to be the  date  indicated  upon the
registered  or certified  mail return  receipt,  or at any later time  specified
therein. Unless otherwise specified, acceptance of such resignation shall not be
necessary to make it effective.

     Section 3.10 Removal by  Shareholders.  At a meeting  called  expressly for
that  purpose,  the entire Board of  Directors,  or any  individual  director or
directors, may be removed with or without cause upon the affirmative vote of the
holders  of a  majority  of the  shares  then  entitled  to vote at a meeting of
shareholders  called for an election of directors;  provided,  however,  that if
less than the entire Board of Directors is to be so removed  without  cause,  no
individual  director may be so removed if the votes cast against such director's
removal  would be  sufficient  to elect such  director.  If there are classes of
directors,  no one  director  may be  removed  if the votes  cast  against  such
director's  removal  would be sufficient to elect the director at an election of
the class of directors of which the director is a part.

     Section 3.11 Vacancies. In the case of the death, incapacity or resignation
of one or more of the directors,  or in the case of a newly created directorship
resulting  from any increase in the number of directors to constitute  the Board
of Directors,  a majority of the directors then in office,  although less than a
quorum, or the sole remaining director,  may fill the vacancy or vacancies until
the next election of directors by the shareholders.

     Section 3.12  Compensation.  By resolution of the Board of Directors,  each
director may be paid his or her expenses,  if any, of attendance at each meeting
of the Board of  Directors,  and may be paid a stated  salary as  director  or a
fixed sum for  attendance  at each meeting of the Board of Directors or both. No
such payment  shall  preclude any director from serving the  Corporation  in any
other capacity and receiving compensation therefor.


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     Section 3.13  Presumption of Assent.  A director of the  Corporation who is
present at a meeting of the Board of  Directors at which action on any matter is
taken shall be presumed to have assented to the action taken unless the director
dissents or abstains at such meeting, and the fact of such dissent or abstention
(a) is  entered  in the  minutes  of the  meeting,  or (b) shall be filed by the
director in writing with the person  acting as  secretary of the meeting  before
the  adjournment  thereof,  or (c) shall have been  recorded by the director and
forwarded by registered mail to the Secretary of the Corporation  promptly after
the  adjournment  of the  meeting.  Such right to  dissent  shall not apply to a
Director who voted in favor of such action.

     Section 3.14 Committees. The Board of Directors, by resolution adopted by a
majority of the Board,  may designate two or more directors to constitute (a) an
executive  committee,  which  committee  shall  have  and  exercise  all  of the
authority of the Board of Directors in the management of the Corporation, or (b)
any other  committee  which shall have the name,  purpose,  power and  authority
delegated to it by such resolution.

ARTICLE IV - OFFICERS

     Section  4.01  Number.  The  officers of the  Corporation  shall be a Chief
Executive  Officer,  a President,  one or more Vice  Presidents  (the number and
descriptive  title  thereof  to be  determined  by the  Board of  Directors),  a
Secretary,  and a  Treasurer,  each of whom  shall be  elected  by the  Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected by the Board of Directors  or  appointed  by the Chief  Executive
Officer,  with the approval of the Board. Any two or more offices may be held by
the same person.

     Section 4.02 Election and Term of Office.  The officers of the  Corporation
to be elected by the Board of Directors  shall be elected  annually by the Board
of  Directors  at the first  meeting  of the Board of  Directors  held after the
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 arranged.  Each officer  shall hold office until his or her
successor  shall have been duly elected and shall have qualified or until his or
her death or until he or she  shall  resign or shall  have been  removed  in the
manner hereinafter provided.

     Section 4.03 Removal.  Any officer,  agent,  or other  employee  elected or
appointed  by the Board of Directors  may be removed by the Board of  Directors,
with or without  cause,  whenever  in its  judgment  the best  interests  of the
Corporation 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 of itself create contract rights.


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     Section  4.04  Resignations.  Any  officer may resign at any time by giving
written  notice to the Board of Directors,  the Chief  Executive  Officer or the
Secretary  of the  Corporation.  Any written  notice  delivered in person to the
Chief Executive Officer or the Secretary shall be effective upon delivery unless
otherwise  provided  therein.  Written  notice may be  delivered by certified or
registered  mail, with postage  thereon prepaid and a return receipt  requested.
Such  resignation  shall take  effect on the date of the  receipt of such notice
which  date of  receipt  shall  be  deemed  to be the  date  indicated  upon the
registered  or certified  mail return  receipt,  or at any later time  specified
therein.  Unless otherwise  specified herein, the acceptance of such resignation
shall not be necessary to make it effective.

     Section  4.05  Vacancies.  A  vacancy  in  any  office  because  of  death,
incapacity,  resignation,  removal, disqualification or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.

     Section 4.06 Chairman of the Board of Directors. The Board of Directors may
appoint a Chairman of the Board of  Directors,  who shall be a director but need
not be a  shareholder  of the  Corporation.  The Chairman  shall  preside at all
meetings of the shareholders and the Board of Directors and in his absence,  the
Chief Executive Officer shall so preside. The Chairman of the Board of Directors
shall  perform  such other  duties as from time to time may be  assigned  to the
Chairman of the Board of Directors by the Board of Directors.

     Section 4.07 Chief Executive Officer.  The Chief Executive Officer shall be
the principal  executive  officer of the Corporation and, subject to the control
of the Board of  Directors,  shall in general  supervise  and control all of the
business and affairs of the Corporation. The Chief Executive Officer may vote in
person or by proxy  shares in other  corporations  standing  in the name of this
Corporation.  The Chief  Executive  Officer may sign,  with the Secretary or any
other proper  officer of the  Corporation  thereunto  authorized by the Board of
Directors,  certificates  for shares of the Corporation,  any deeds,  mortgages,
bonds,  contracts,  or  other  instruments  which  the  Board of  Directors  has
authorized  to be  executed,  except in cases where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of  Directors  or by these
By-Laws to some other officer or agent of the Corporation,  or shall be required
by law to be otherwise signed or executed.  The Chief Executive Officer shall in
general perform all duties incident to the office of the Chief Executive Officer
and such other duties as may be prescribed  by the Board of Directors  from time
to time.

     Section 4.08 President.  The President shall be the chief operating officer
of the  Corporation  and shall in general manage all of the business and affairs
of the  Corporation,  subject to the control of the Chief Executive  Officer and
the Board of Directors.  The President may sign, with the Secretary or any other
proper  officer  of  the  Corporation  thereunto  authorized  by  the  Board  of
Directors,  any deeds,  mortgages,  bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed,  except in cases where the

<PAGE>

signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise  signed or executed.  The  President
shall in general perform all duties incident to the office of President and such
other duties as may be prescribed by the Chief Executive Officer or the Board of
Directors from time to time.

     Section 4.09 Vice  President(s).  In the absence of the President,  whether
due to  resignation,  incapacity  or any  other  cause,  or in the  event of the
President's  death,  inability or refusal to act, the Vice  President (or in the
event there be more than one Vice  President,  the Vice  Presidents in the order
designated at thetime of their election,  or in the absence of any  designation,
then in the order of their election) shall perform the duties of President,  and
when so acting,  shall have all powers of and be subject to all the restrictions
upon the President.  The Vice President  shall exercise such powers only so long
as the  President  remains  absent  or  incapacitated,  or  until  the  Board of
Directors  elects a new President.  Any Vice President  shall perform such other
duties as from time to time may be assigned to him or her by the Chief Executive
Officer or President or by the Board of Directors.

     Section 4.10  Secretary.  The  Secretary  shall (a) keep the minutes of the
proceedings  of the  shareholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (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  Corporation  and see
that the seal of the  Corporation  is affixed to all  documents the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the Chief Executive Officer,
or any other proper officer of the Corporation thereunto authorized by the Board
of Directors,  certificates for shares of the Corporation, the issuance of which
shall have been  authorized by  resolution of the Board of Directors;  (f) shall
have general charge of the stock transfer books of the  Corporation;  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 the  Secretary  by the  Chief
Executive Officer, the President or by the Board of Directors.

     Section 4.11 Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation;  (b) 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 such
banks,  trust companies or other depositories as shall be selected in accordance
with the  provisions of Article V of these By-Laws;  and (c) 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 the  Treasurer  by the  Chief  Executive
Officer, the President or by the Board of Directors. If required by the Board of
Directors,  the  Treasurer  shall give a bond for the faithful  discharge of the
Treasurer's  duties  in such sum and with  surety  or  sureties  as the Board of
Directors shall determine.
<PAGE>

     Section 4.12  Salaries.  The  salaries of the officers  shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such salary by reason of the fact that the officer is also a director
of the Corporation and participated in determining and voting upon the salary.

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 5.01 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  Corporation,  and such authority
may be general or confined to specific instances.

     Section  5.02  Loans.  No  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 of  Directors.  Such  authority may be
general or confined to specific instances.

     Section 5.03 Checks,  Drafts,  etc. 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,  agent or
agents  of the  Corporation  and in such  manner  as shall  from time to time be
determined by resolution of the Board of Directors.

     Section 5.04 Deposits.  All funds of the Corporation 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 of  Directors  may
select.

ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.01 Certificates for Shares.  Certificates  representing shares of
the  Corporation  shall be in such form as shall be  determined  by the Board of
Directors.  The shares of the  Corporation  shall be represented by certificates
signed by the Chief  Executive  Officer and by the Secretary of the  Corporation
and  sealed  with  the  seal of the  Corporation  or a  facsimile  thereof.  Any
signatures on the  certificates  may be facsimile.  All  certificates for shares
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the number of
shares and date of issue,  shall be entered on the stock  transfer  books of the
Corporation.  All certificates surrendered to the Corporation for transfer shall
be canceled, and no new certificate shall be issued until the former certificate
for a like number of shares shall have been  surrendered  and  canceled,  except
that in the case of a lost, destroyed or mutilated  certificate a new one may be
issued therefor upon such terms as the Board of Directors may prescribe.


<PAGE>

     Section  6.02  Transfer of Shares.  Transfer  of shares of the  Corporation
shall be made only on the stock transfer books of the  Corporation by the holder
of  record  thereof  or by  his or her  legal  representative,  or by his or her
attorney thereunto  authorized by power of attorney duly executed and filed with
the  Secretary of the  Corporation,  and on surrender  for  cancellation  of the
certificate for such shares.  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.

ARTICLE VII - FISCAL YEAR

     The fiscal year of the Corporation  shall begin on the first day of January
and end on the thirty-first day of December in each year.

ARTICLE VIII - DIVIDENDS

     The Board of Directors may, from time to time,  declare and the Corporation
may pay dividends on its  outstanding  shares in the manner,  and upon the terms
and  conditions  provided  by law  and  the  Articles  of  Incorporation  of the
Corporation.

ARTICLE IX - CORPORATE SEAL

     The Board of  Directors  shall  provide a  corporate  seal in the form of a
circle with the name of the Corporation inscribed thereon.

ARTICLE X - WAIVER OF NOTICE

     Whenever any notice is required to be given to any  shareholder or director
of the  Corporation  under the provisions of these By-Laws or of the Articles of
Incorporation  or of The General and Business  Corporation  Law of  Missouri,  a
waiver  thereof in writing  signed by the  person or  persons  entitled  to such
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to the giving of such notice.

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<PAGE>

ARTICLE XI - AMENDMENTS

     These By-Laws may be altered,  amended or repealed and new By-Laws  adopted
by action of a majority of the  directors  at any regular or special  meeting of
the directors.

         Adopted on June 7, 1999.

        /s/ Lloyd R. Abrams
         President and Chief Executive Officer

ATTEST:

/s/ Ramakant Agarwal
Vice President, Chief Financial Officer and
Secretary