BY-LAWS

                                 OF

                       BENTLEY INTERNATIONAL, INC.

                         AS AMENDED AND RESTATED






                                               Effective As Of:  March 31, 1998


<PAGE>


                               TABLE OF CONTENTS

                                                                           Page


ARTICLE I. - OFFICES..........................................................1

ARTICLE II. - SHAREHOLDERS....................................................1
         Section 2.01.     Annual Meeting.....................................1
         Section 2.02.     Special Meetings...................................1
         Section 2.03.     Place of Meeting...................................1
         Section 2.04.     Notice of Meeting..................................2
         Section 2.05.     Meetings, How Convened.............................2
         Section 2.06.     Closing Transfer Books; Record Date................2
         Section 2.07.     Voting Lists.......................................3
         Section 2.08.     Quorum.............................................3
         Section 2.09.     Proxies............................................3
         Section 2.10.     Voting of Shares...................................4
         Section 2.11.     Voting of Shares by Certain Holders................4
         Section 2.12.     Shareholder Action Without a Meeting...............4
         Section 2.13.     Cumulative Voting Rights Denied....................4
         Section 2.14.     Shareholders' Right to Examine Books and Records...4
         Section 2.15.     Shares of Other Corporations.......................5
         Section 2.16.     Notice of Shareholder Nominees.....................5
         Section 2.17.     Procedures for Submission of Shareholder
                           Proposals at Annual Meeting........................6

ARTICLE III. - BOARD OF DIRECTORS.............................................6
         Section 3.01.     General Powers.....................................6
         Section 3.02.     Number, Term and Qualifications....................6
         Section 3.03.     Regular Meetings...................................7
         Section 3.04.     Special Meetings...................................7
         Section 3.05.     Notice.............................................7
         Section 3.06.     Quorum; Participation by Telephone.................7
         Section 3.07.     Manner of Acting...................................7
         Section 3.08.     Action Without a Meeting...........................7
         Section 3.09.     Resignations.......................................8
         Section 3.10.     Removal by Shareholders............................8
         Section 3.11.     Vacancies..........................................8
         Section 3.12.     Compensation.......................................8
         Section 3.13.     Presumption of Assent..............................8
         Section 3.14.     Committees.........................................8


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ARTICLE IV. - OFFICERS........................................................9
         Section 4.01.     Number.............................................9
         Section 4.02.     Election and Term of Office........................9
         Section 4.03.     Removal............................................9
         Section 4.04.     Resignations.......................................9
         Section 4.05.     Vacancies..........................................9
         Section 4.06.     Chairman of the Board of Directors.................9
         Section 4.07.     President.........................................10
         Section 4.08.     Vice President(s).................................10
         Section 4.09.     Secretary.........................................10
         Section 4.10.     Treasurer.........................................11
         Section 4.11.     Salaries..........................................11

ARTICLE V. - CONTRACTS, LOANS, CHECKS AND DEPOSITS...........................11
         Section 5.01.     Contracts.........................................11
         Section 5.02.     Loans.............................................11
         Section 5.03.     Checks, Drafts, etc...............................11
         Section 5.04.     Deposits..........................................11

ARTICLE VI. - CERTIFICATES FOR SHARES AND THEIR TRANSFER.....................11
         Section 6.01.     Certificates for Shares...........................11
         Section 6.02.     Transfer of Shares................................12

ARTICLE VII. - FISCAL YEAR...................................................12

ARTICLE VIII. - DIVIDENDS....................................................12

ARTICLE IX. - CORPORATE SEAL.................................................12

ARTICLE X. - WAIVER OF NOTICE................................................12

ARTICLE XI. - AMENDMENTS.....................................................13




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



                              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  President 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

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the principal  business office of the Corporation is located. A waiver of notice
signed by all  shareholders  entitled  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  President,  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
President, 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 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  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

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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

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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.

         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 President 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

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of the Corporation, and the  chairman shall so  declare to the  meeting and  the
defective nomination shall be disregarded.

         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 President 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.

         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.


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         Section  3.09.  Resignations.  Any  director  may resign at any time by
delivering  written  notice  to the Board of  Directors,  the  President  or the
Secretary  of the  Corporation.  Any written  notice  delivered in person to the
President 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.

         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

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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 the
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 President, 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.

         Section  4.04.  Resignations.  Any  officer  may  resign at any time by
giving written notice to the Board of Directors,  the President or the Secretary
of the  Corporation.  Any written notice delivered in person to the President 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

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Corporation.  The Chairman shall preside at all meetings of the shareholders and
the Board of Directors and in his absence,  the President 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.  President.  The President  shall be the chief  operating
officer of the Corporation and shall in general supervise and control all of the
business  and  affairs of the  Corporation.  The  President  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 deed,
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 President may vote in person or
by proxy shares in other corporations  standing in the name of this Corporation.
The  President  shall in general  perform  all duties  incident to the office of
President  and such other duties as may be  prescribed by the Board of Directors
from time to time.

         Section  4.08.  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 the  time 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 may sign, with
the  Secretary,  an Assistant  Secretary,  Treasurer or an Assistant  Treasurer,
certificates for shares of the Corporation;  and shall perform such other duties
as from time to time may be  assigned to him or her by the  President  or by the
Board of Directors.

         Section 4.09.  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  President,  or a Vice
President,  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 President or
by the Board of Directors.


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<PAGE>



         Section  4.10.  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
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.

         Section  4.11.  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.


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         The shares of the  Corporation  shall be  represented  by  certificates
signed  by the  President  or a Vice  President,  and  by  the  Secretary  or an
Assistant   Secretary  or  the  Treasurer  or  an  Assistant  Treasurer  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.

         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

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<PAGE>


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.


                            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 March 31, 1998.


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




ATTEST:

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



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