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                                                                     EXHIBIT 3.5


                                     BY-LAWS
                                       OF
                                 DEP CORPORATION

                                    ARTICLE I

                                  STOCKHOLDERS

    SECTION 1.1. Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at the principal executive offices of the
Corporation, or any other place that may be designated from time to time by
resolution of the Board of Directors. The annual meeting of stockholders shall
be held on such date and at such time as is designated by resolution of the
Board of Directors. At such meeting, the stockholders shall elect a Board of
Directors, consider reports of the affairs of the Corporation and transact such
other business as may be properly brought before the meeting.

    SECTION 1.2.  Nominations of Directors.

    1.2.1 Nominations of candidates for election as directors at any annual
meeting of stockholders may be made (i) by, or on behalf of, the Board of
Directors or (ii) by any stockholder entitled to vote at such annual meeting who
has complied with the provisions of this Section 1.2. Only persons nominated in
accordance with the procedures set forth in this Section 1.2 may be elected as
directors at an annual meeting.

    1.2.2 Any nominations of directors by stockholders permitted to vote on the
election of directors shall be made pursuant to timely written notice to the
Secretary of the Corporation as set forth in Section 1.2.3.

    1.2.3 (a) Subject to the provisions of subsection (c) hereof, to be timely,
a notice by a stockholder with respect to the annual meeting for any year shall
be received at the principal executive offices of the Corporation not later than
the close of business on a date determined by the President or the Secretary
from year to year in accordance with this Section 1.2.3 (the "Notice Date"). The
Notice Date for the annual meeting in any year shall not be less than 120
calendar days prior to the date in such year which corresponds to the date in
the previous calendar year on which the corporation's proxy statement for the
annual meeting held in such year was released to the stockholders.

      (b) In each proxy statement released to the stockholders for an annual
meeting, the Corporation shall specify the Notice Date, calculated as above, for
the upcoming annual meeting.




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    (c) If the Notice Date for any annual meeting has not been previously
specified in a proxy statement released to the stockholders, or if the date of
any annual meeting for which a Notice Date has been announced is subsequently
changed by more than 30 calendar days, the Corporation shall inform the
stockholders of the new Notice Date for the annual meeting in the manner set
forth in Section 1.5 or by public disclosure in a means reasonably calculated to
so inform them; provided, that such new Notice Date shall be not less than 10
days following the earlier of the day on which such notice was mailed or the day
on which such public disclosure was made.

    1.2.4 As to each person whom the stockholder proposes to nominate for
election as a director, the stockholder's notice shall set forth: (a) the name,
age, business address and residence address of such person, as they appear on
the Corporation's books (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Corporation's stock
beneficially owned by such person on the date of such stockholder notice and (d)
any other information relating to such person that would be required to be
disclosed pursuant to Regulation 13D-G under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), in connection with the nominee's
acquisition of shares, and pursuant to Regulation 14A under the Exchange Act, in
connection with the solicitation of proxies with respect to nominees for
election as directors, regardless of whether such person is subject to the
provisions of such regulations. The information to be provided pursuant to this
Section 1.2.4 shall include, but not be limited to, information required to be
disclosed by Items 5(b) and 6 of Schedule A of Regulations 14A and information
which would be required to be filed on Schedule B of Regulation 14A with the
Securities and Exchange Commission.

    1.2.5 At the request of a majority of the Board of Directors, any person
nominated by, or at the direction of, the Board of Directors for election as a
director at an annual meeting shall furnish to the Secretary of the Corporation
the information required to be set forth in a stockholder's notice of nomination
pertaining to a nominee.

    1.2.6 The chairman of the annual meeting shall determine and state at the
annual meeting whether a nomination complied with the terms of this Section 1.2.
If the chairman determines that a nomination did not so comply with the terms of
this Section, he shall state this to the meeting and the defective nomination
shall be disregarded.

    SECTION 1.3.  New Business.

    1.3.1 At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.


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    1.3.2 For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation in accordance with Section 1.2.3 and this
Section 1.3. A stockholder's notice to the Secretary shall set forth as to each
proposal the stockholder proposes to bring before the annual meeting (a) brief
description of the proposal and the reasons for presenting such proposal at the
annual meeting, (b) the name and address of the stockholder proposing such
business, as they appear on the Corporation's books, (c) the class and number of
stockholder on the date of such stockholder notice, and (d) any material
financial or other interest of the stockholder in such business.

    1.3.3 The chairman of the annual meeting shall determine and state at the
annual meeting whether the stockholder proposal complied with the terms of this
Section 1.3. If the chairman determines that a stockholder proposal did not so
comply, he shall state this to the meeting and any such proposal shall not be
acted upon at the annual meeting.

    1.3.4 This Section 1.3 shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless it shall have
been properly brought before the meeting in accordance with the provisions of
this Section 1.3.

    SECTION 1.4. Special Meetings. Special meetings for any purposes may be
called only by the Chairman of the Board, or the President or by the Secretary
at the request in writing of a majority of the Board of Directors. Such request
shall state the purposes of the proposed meeting, and the business transacted at
any such meeting shall be limited to the purposes set forth in the notice of
meeting.

    SECTION 1.5. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purposes for which the meeting is called. Unless
otherwise provided by law, written notice of any meeting shall be given to each
stockholder entitled to vote at such meeting not less that 10 nor more than 60
days before the date of the meeting. If mailed, such notice shall be deemed to
be given when deposited in the mail, postage prepaid, directed to the
stockholder at his address on the records of the Corporation.

    SECTION 1.6. Adjournments. Any annual or special meeting of stockholders may
adjourn from time to time to reconvene at the same or some other place. Notice
need not be given of any adjourned meeting if the time and place for reconvening
the meeting are announced at the original meeting. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.


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    SECTION 1.7. Quorum. Except where otherwise provided by law, the certificate
of incorporation or these by-laws, the presence in person or by proxy of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum at any stockholders' meeting. In the absence of a quorum,
the stockholders present may, by majority vote, adjourn the meeting from time to
time in the manner provided in Section 1.6 of these by-laws until a quorum shall
be present. If a majority of the shares entitled to vote in the election of
directors of another corporation is held, directly or indirectly, by the
Corporation, then shares of its own stock belonging to the Corporation shall
neither be entitled to vote nor shall be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock held by it in a fiduciary capacity, including but not limited to, its own
stock.

    SECTION 1.8. Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the President, or in
his absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

    SECTION 1.9.  Voting; Proxies.

    1.9.1 Each stockholder entitled to vote at any meeting of stockholder shall
be entitled to one vote for each share of stock held by him which has voting
power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable only if it so states and only if it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing either a duly executed proxy bearing a later date or a
written revocation of the proxy with the Secretary of the Corporation.

    1.9.2 Voting at meetings of stockholders, including voting for the election
of directors, need not be by written ballot unless the chairman of the meeting
specifically directs the use of a written ballot.

    1.9.3 At all meetings of stockholders for the election of directors, a
plurality of the votes cast shall be sufficient to elect directors. Unless
otherwise provided by law or by the certificate of incorporation or these
by-laws, all other elections and questions shall be decided by the vote of the
holders of a majority of the outstanding shares of stock entitled to vote
thereon present in person or by proxy at the meeting; provided that except as
otherwise required by law or by the certificate of incorporation, the Board of
Directors may require a larger vote upon any election or question.


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    SECTION 1.10.  Fixing Date for Determination of Stockholders of Record.

      1.10.1 In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or those entitled to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors shall fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days prior to the date of
such meeting, nor more than 60 days prior to any other action.

    1.10.2 If no record date is fixed the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day prior to the day on which notice is given,
or, if notice is waived, at the close of business on the day prior to the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

    SECTION 1.11 List of Stockholders Entitled to Vote. At least 10 days before
every meeting of stockholders, the Secretary shall prepare a complete
alphabetical list of the stockholders entitled to vote at the meeting, showing
the address of each stockholder and the number of shares registered in his name.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of a least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held and specified in the notice of the meeting or at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting and may be inspected by any stockholder who is
present. The stock ledger shall conclusively determine the stockholders entitled
to examine the stock ledger, the stockholder list or the books of the
Corporation, or entitled to vote in person or by proxy at any meeting of
stockholders.

    SECTION 1.12. No Action by Consent of Stockholders. The stockholders of the
Corporation shall not be entitled to take action by written consent in lieu of
taking such action at an annual or special meeting of stockholders.

                                   ARTICLE II

                               BOARD OF DIRECTORS

    SECTION 2.1. Number; Qualifications. The Board of Directors shall consist of
not less than 6 nor more than 13 directors. The exact number of directors shall
be fixed at 6 until changed by the affirmative vote of a majority of the Board
of Directors or by the affirmative vote of the holders of 75% of the
Corporation's shares entitled to vote in an election of directors, voting
together as one class. Directors need not be stockholders.


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    SECTION 2.2.  Election; Resignation; Removal; Vacancies.

    2.2.1 The Board of Directors shall initially consist of the persons elected
by the incorporator, who shall determine the class to which each director is
elected. At the first annual meeting of stockholders and at each annual meeting
thereafter, the stockholders shall elect directors to replace those directors
whose terms then expire. Any director may resign at any time upon written notice
to the Corporation.

    2.2.2 Stockholders may remove directors only for cause and only if a
majority of the shares then entitled to vote in an election of directors vote
for removal. Any vacancy occurring in the Board of Directors for any reason may
be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders. Each director so elected shall hold office
until the expiration of the term of office of the director whom he has replaced.

    SECTION 2.3. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine, and if so
determined notices thereof need not be given.

    SECTION 2.4. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the President, and Vice President, the Secretary, or by any
member of the Board of Directors. Reasonable notice of such meetings shall be
given not later than 24 hours before the meeting by the person or persons
calling the meeting.

    SECTION 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by conference telephone or similar
communications equipment which permits all persons participating in the meeting
to hear each other. Participation in a meeting pursuant to this Section 2.5
shall constitute presence in person at such meeting.

    SECTION 2.6. Quorum; Vote Required for Action. At all meetings of the Board
of Directors a majority of the whole Board shall constitute a quorum for the
transaction of business. Except in cases in which the certificate of
incorporation or these by-laws provide otherwise, the vote 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.

    SECTION 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.


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    SECTION 2.8. Informal Action by Directors. Unless otherwise restricted by
the certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent to such action in writing, and file
the writing or writings with the minutes of the Board or committee.

                                   ARTICLE III

                                   COMMITTEES

    SECTION 3.1.  Committees.

    3.1.1 By resolution passed by a majority of the whole Board, the Board of
Directors may designate one or more committees, which shall each consist of one
or more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee to replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member.

    3.1.2 To the extent provided in the resolution of the Board of Directors,
any such committee shall have all the powers and authority of the Board of
Directors in the management of the business of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. However, no such committee shall have the power to adopt an
agreement of merger or consolidation, recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommend to the stockholders a dissolution of the Corporation or
revocation of dissolution or amend the certificate of incorporation. Except to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as provided in
Section 151(a) of the General Corporation Law, a committee may fix any of the
preferences or rights of the shares. In addition, unless a Board resolution
expressly so provides, no committee shall declare a dividend or authorize the
issuance of stock.

    SECTION 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, repeal or amend
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these by-laws.


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                                   ARTICLE IV

                                    OFFICERS

    SECTION 4.1. Executive Officers; Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The Board of Directors shall choose a President
and Secretary, and, if it so determines, a Chairman of the Board from among its
members. The Board of Directors may also choose one or more Vice Presidents, one
or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.
Each such officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders following his election, and
until his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. The Board of Directors may remove any officer with or without cause
at any time, but such removal shall be without prejudice to the contractual
rights of such officer against the Corporation. Any number of offices may be
held by the same person. Any vacancy occurring in any office of the Corporation
by death, resignation, removal, dismissal or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

    SECTION 4.2. Powers and Duties of Executive Officers. Subject to the control
of the Board of Directors, the officers of the Corporation shall have such
powers and duties in the management of the Corporation as may be prescribed by
the Board of Directors and, to the extent not so provided, as generally pertain
to their respective offices. The Board of Directors may require any officer,
agent or employee to give security for the faithful performance of his duties.

    SECTION 4.3 President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be the general manager and chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise, direct and control the business and affairs of the
Corporation. He shall preside at all meeting of the shareholders and, provided
the President is also a director, in the absence of the Chairman of the Board or
if there be none, the President shall preside at all meetings of the Board of
Directors. He shall have the general powers and duties usually vested in the
office of president of a corporation to manage the affairs of the Corporation in
the ordinary course of business and shall have such other powers and duties as
may be prescribed by the Board of Directors or the By-Laws. The president shall
have the authority to appoint any Vice Presidents, Chief Financial Officers,
Secretaries or other officers who are not executive officers of the Corporation
and no approval of the Board of Directors shall be necessary to ratify any such
appointments.


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                                    ARTICLE V

                                 INDEMNIFICATION

    SECTION 5.1. Actions, Suits or Proceedings Other Than Those by or in the
Right of the Corporation. Subject to Section 5.3 of this Article V, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges, expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, proceeding or appeal therefrom if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

    SECTION 5.2. Actions, Suits or Proceedings by or in the Right of the
Corporation. Subject to Section 5.3 of this Article V, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise or by
reason of any action alleged to have been taken or omitted in such capacity
against costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection with the defense or
settlement of such action or suit and any appeal therefrom if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite adjudication of liability but in view
of all the circumstances the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.


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    SECTION 5.3.  Authorization of Indemnification.

    5.3.1 Any indemnification under this Article V (unless ordered by a court)
shall be paid by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 5.1 or Section 5.2 of this Article V, as the case may be. Such
determination shall be made (i) by the Board of Directors, by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

    5.3.2 In addition, to the extent that a director or officer, of the
Corporation has been successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith, without the necessity of authorization in the
specific case.

    SECTION 5.4.  Advancement of Costs, Charges and Expenses.

    5.4.1 Costs, charges and expenses (including attorneys' fees) incurred by a
person referred to in Section 5.1 or 5.2 of this Article V in defending a civil
or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding; provided,
however, that the payment of such costs, charges and expenses incurred by a
director or officer in his capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer) in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of an undertaking by or on behalf of
the director or officer to repay all amounts so advanced in the event that it
shall ultimately be determined that such director or officer is not entitled to
be indemnified by the Corporation as authorized in this Article V. Such costs,
charges and expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the majority of the Board of Directors
deems appropriate.

    5.4.2 The majority of the Board of Directors may, in the manner set forth
below, and upon approval of a director or officer, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

    5.4.3 Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board by a
majority vote of a quorum of disinterested directors, or if such a quorum is not
obtainable or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel, that based upon the facts known to the
Board or counsel at the time such determination is made, (a) the director or
officer, acted in bad faith or deliberately breached his duty to the Corporation
or its


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stockholders, and (b) as a result of such actions by the director or officer, it
is more likely than not that it will ultimately be determined that such director
or officer is not entitled to indemnification.

    SECTION 5.5. Procedure for Indemnification. Any indemnification or
advancement of costs, charges and expenses under this Article V, shall be made
promptly, and in any event within 60 days, upon the written request of the
director or officer. The right to indemnification or advances as granted by this
Article V shall be enforceable by the director or officer in any court of
competent jurisdiction, if the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within 60 days. Such person's costs,
charges and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (or
other action brought to enforce a claim for the advancement of costs, charges
and expenses under Section 5.4 of this Article V where the required undertaking,
if any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections 5.1 or 5.2 of this Article V, but the
burden of proving such defense shall be on the Corporation. The failure of the
Corporation (including its Board of Directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, shall not be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

    SECTION 5.6. Good Faith Defined. For the purposes of any determination under
Section 5.1 and Section 5.2 of this Article V, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on the records or books of account
of the Corporation or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section 5.6
shall mean any other corporation or any partnership, joint venture, trust or
other enterprise of which such person is or was serving at the request of the
Corporation as a director or officer. The provisions of this Section 5.6 shall
not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard of conduct set forth
in Section 5.1 or Section 5.2 of this Article V, as the case may be.

    SECTION 5.7. Settlement. If in any action, suit or proceeding, including any
appeal, within the scope of Section 5.1 or Section 5.2 of this Article V, the
person to be indemnified shall have unreasonably failed to enter into a
settlement thereof, then, notwithstanding any other provision hereof, the
indemnification obligation of the Corporation to such person in connection with
such action, suit or proceeding shall not exceed the total of the amount at
which settlement


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<PAGE>   12

could have been made plus the costs, charges and expenses incurred by such
person prior to the time such settlement could reasonably have been effected.

    SECTION 5.8.  Non-Exclusivity;  Continuation of Right to Indemnification.

    5.8.1 The indemnification provided by, or granted pursuant to, the other
sections of this Article shall not be deemed exclusive of any other rights to
which any director or officer seeking indemnification may be entitled under any
common or statutory law, by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding office or while employed by
or acting as agent for the Corporation, provided further that such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All right to indemnification under this Article V
shall be deemed to be a contract between the Corporation and each director or
officer of the Corporation who serves or served in such capacity at any time
while this Article V is in effect. Any repeal or modification of this Article V
or any repeal or modification of relevant provisions of the Delaware General
Corporation Law or any other applicable laws shall not in any way diminish any
rights to indemnification of such director or officer or the obligation of the
Corporation arising hereunder. This Article V shall be binding upon any
successor corporation to this Corporation, whether by way of acquisition,
merger, consolidation or otherwise.

    5.8.2 Any agreement for indemnification of or advancement of costs, charges
and expenses to any director or officer, may provide rights of indemnification
or advancement of expenses which are broader or otherwise different from those
set forth herein.

    SECTION 5.9. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or at the request of the
Corporation, has agreed to serve as a director or officer of another corporation
or other enterprise against any liability asserted against him and incurred by
him or on his behalf in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article V or under the Delaware
General Corporation Law; provided, however, that such insurance is available on
acceptable terms, which determination shall be made by a vote of a majority of
the Directors in their absolute discretion, which vote shall be final.

    SECTION 5.10. Savings Clause. If this Article V or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation (i) shall nevertheless indemnify each director and officer of the
Corporation, and (ii) may nevertheless indemnify each employee and agent of the
Corporation, as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion


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<PAGE>   13

of this Article V that shall not have been invalidated and to the full extent
permitted by applicable law.

    SECTION 5.11.  Definitions.

    5.11.1 For purposes of this Article V, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power,
authority or obligation to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article V
with respect to the resulting or surviving corporation as he would have with
respect to such corporation if its separate existence had continued.

    5.11.2 For purposes of this Article V references to "other enterprise" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
services as a director or officer, of the corporation which imposes duties on,
or involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation" as
referred to in this Article V.

    SECTION 5.12. Subsequent Amendment. No amendment or repeal of this Article V
shall affect or impair in any way the rights of any director or officer of the
Corporation to indemnification under the provisions hereof with respect to any
action, suit or proceeding arising out of, or relating to, any actions,
transactions or facts occurring prior to the final adoption of such amendment or
repeal.

    SECTION 5.13. Subsequent Legislation. If the Delaware General Corporation
Law is amended to further expand the indemnification permitted to directors or
officers, of the Corporation, the Corporation shall indemnify such persons to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.


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<PAGE>   14

                                   ARTICLE VI

                                      STOCK

    SECTION 6.1. Certificates. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman or Vice
Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. Any or all of the signatures on the certificate
may be a facsimile. Even if any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before a
certificate is issued, the certificate may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

    SECTION 6.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate previously issued by it and alleged to have been lost, stolen
or destroyed. The Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                  ARTICLE VII

                                 MISCELLANEOUS

    SECTION 7.1. Fiscal Year. The fiscal year of the Corporation shall end on
July 31, unless otherwise determined by resolution of the Board of Directors.

    SECTION 7.2. Seal. The corporate seal shall have the name of the Corporation
inscribed thereon and shall be in the form approved from time to time by the
Board of Directors.

    SECTION 7.3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any written waiver of notice signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that 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 stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice.


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<PAGE>   15

    SECTION 7.4. Interested Directors; Quorum. 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 because
of such relationship or interest, or solely because the director or officer is
present at or participates in the meeting of the Board or committee 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 or committee in good faith
authorizes the contract or transaction by the affirmative vote 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 stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation at the time it is authorized, approved
or ratified by the Board of Directors, a committee thereof, or the stockholders.
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 authorized
the contract or transaction.

    SECTION 7.5. Form of Records. Any stock ledger, books of account, minute
books, or other records maintained by the Corporation in the regular course of
its business may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that such records can be converted into clearly legible form within a reasonable
time. The Corporation shall convert any records so kept upon the request of any
person entitled to inspect them.

    SECTION 7.6. Amendment of By-Laws. These by-laws may be altered, amended or
repealed, and new by-laws adopted, only by the affirmative vote of a majority of
the Board of Directors or by the affirmative vote of stockholders holding 75% of
the outstanding shares of stock entitled to vote in an election of directors,
voting together as one class.



SECTION 4.3 - 1/8/88 
SECTION 1.1., ARTICLE I - 6/20/88 
SECTION 1.2.3 added 12/31/91 
SECTION 2.4., ARTICLE II AMENDED 11/15/94 
SECTION 2.1., ARTICLE II AMENDED 11/15/95 
SECTION 1.1., ARTICLE I AMENDED 8/27/97


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