BY-LAWS

                                       of

                                THE RIVAL COMPANY
                            (A Delaware Corporation)

                                    ARTICLE I

                                     Offices

         Section 1. Registered Office. The registered office of the corporation
shall be located at such place in the State of Delaware as the Board of
Directors may from time to time authorize by duly adopted resolution.

         Section 2. Other Offices. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                                  Stockholders

         Section 1. Place of Meetings. Meetings of stockholders shall be held at
such place, either within or without the state of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting.

         Section 2. Annual Meetings. Annual meetings of stockholders shall be
held once each year on such date and at such time as shall be designated from
time to time by the Board of Directors. At each annual meeting the stockholders
shall elect a Board of Directors and transact such other business as may be
properly brought before the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders may
be called only by the Board of Directors.

         Section 4. Notice of Meetings. Except as otherwise provided by law or
in the certificate of incorporation, written notice of each meeting of the
stockholders stating the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than tan or more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the Board of
Directors, 

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the President or the Secretary, to each stockholder of record entitled to vote
at such meeting. If mailed, notice of a stockholders meeting shall be deemed
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation.

         Section 5. List of Stockholders. At least ten (10) days before each
meeting of stockholders, the Secretary shall prepare a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. 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 at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or, if not so specified, at the place where
the meeting is to be held. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to inspection by any
stockholder during the whole time of the meeting.

         Section 6. Quorum; Adjournment of Meetings. Except as otherwise
provided by law or in the certificate of incorporation, the holders of a
majority of the stock issued and outstanding and entitled to vote at a meeting
of stockholders present in person or represented by proxy, shall constitute a
quorum at such meeting for the transaction of business. If, however, such quorum
shall not be present or represented at any such meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting to another time and place,
without notice other than announcement at the meeting of such other time and
place. At the adjourned meeting at which a quorum shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty
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.

         Section 7. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period, and then
only within the period specified.

         Section 8. Voting. Except as otherwise provided by law or in the
certificate of incorporation, every registered owner of shares entitled to vote
at any meeting of the stockholders shall have one vote for each such share
standing in his or her name on the books of the corporation. Except as otherwise
required by law or in the certificate of incorporation, all matters, other than
the election of directors, brought before any meeting of the stockholders shall
be decided by a vote of the holders of a majority of the voting power of the
issued and outstanding shares of stock of the corporation present in person or
by proxy at such meeting and voting thereon.
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         Section 9. Inspectors of Election. The Board of Directors, the Chairman
of the Board or the President shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof, and may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of such inspector's duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. At the meeting, the inspector or
inspectors shall: (a) ascertain the number of shares outstanding and the voting
power of each, (b) determine the shares represented at the meeting and the
validity of proxies and ballots, (c) count all votes and ballots, (d) determine
and retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and (e) certify the determination of
the number of shares represented at the meeting, and the count of all votes and
ballots. The inspectors may appoint or retain other persons or entities to
assist them in the performance of their duties. The date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Delaware Court of Chancery
upon application by a stockholder shall determine otherwise.

         Section 10. Organization. The Chairman of the Board or, in his absence,
the President shall preside at all meetings of the stockholders. In the absence
of both the Chairman of the Board and the President, a majority of the members
of the Board of Directors present in person at such meeting may appoint any
officer or director to act as Chairman of the meeting. The Secretary of the
corporation shall act as secretary of all meetings of the stockholders. In the
absence of the Secretary, the chairman of the meeting shall appoint any other
person to act as secretary of the meeting.

         Section 11. Order of Business. All meetings of stockholders shall be
conducted in accordance with such rules as are prescribed by the chairman of the
meeting. The order of business at all meetings of the stockholders shall be
determined by the chairman of the meeting.

         Section 12. Action By Written Consent

         (a) Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action that may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice, and without a vote if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.
<PAGE>

         (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date.
If no record date has been fixed by the Board of Directors within ten (10) days
of the date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded, to the attention of the Secretary of the corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

         (c) In the event of the delivery to the corporation of a written
consent or consents purporting to authorize or take corporate action and/or any
related revocation or revocations, the Secretary of the corporation shall
provide for the safekeeping of such consents and revocations, and shall as soon
as practicable thereafter conduct such reasonable investigation as the Secretary
deems necessary or appropriate for the purpose of ascertaining the validity of
such consents and revocations and all matters incident thereto, including,
without limitation, whether the holders of shares having the requisite voting
power to authorize or take the action specified in the consents have given
consents. Alternatively, the Board of Directors in its sole discretion may
appoint one or more inspectors of elections to conduct such investigation.

         (d) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated written consent received in the manner provided in section
12(b), a written consent or consents signed by a sufficient number of holders to
take such action are delivered to the corporation in the manner provided in
Section 12(b) .

         Section 13. Advance Notice of Stockholder Nominations and Stockholder
Proposals.

         (a) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the corporation at any
meeting of stockholders at 

<PAGE>

which directors are to be elected. Nominations of persons for election to the
Board of Directors may be made at any such meeting of stockholders (i) by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (ii) by any stockholder of record of the corporation who is entitled
to vote in the election of directors at such meeting and who complies with the
notice procedures set forth in Section 13(b).

         (b) If a stockholder proposes to nominate one or more candidates for
election as directors at a meeting of stockholders at which directors are to be
elected, the stockholder must give timely notice thereof in proper written form
to the Secretary of the corporation, in addition to complying with any other
applicable requirements. To be timely, the stockholder's notice must be
delivered to the Secretary at the principal executive offices of the corporation
not less than sixty (60) days prior to the date scheduled for such meeting;
provided, however, that if notice or public announcement of the scheduled date
of the meeting is not given or made at least seventy (70) days prior to the date
scheduled for the meeting, such stockholder's notice must be so delivered to the
Secretary not more than ten (10) days following the day on which such notice of
meeting was mailed or such public announcement was made, whichever is earlier.
In no event shall the postponement, deferral or adjournment of a stockholders'
meeting commence a new tine period for the giving of notice by a stockholder as
described above. For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) as to each person whom the stockholder proposes to nominate
for election as a director (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the person,
(C) the class and number of shares of capital stock of the corporation that are
owned beneficially and owned of record by the person and (D) any other
information concerning the person that would be required to be disclosed in a
proxy statement or other filings in connection with the solicitation of proxies
for the election of such person as a director under Section 14 of the securities
Exchange Act of 1934, as amended from time to time (the "Exchange Act"), and the
rules and regulations promulgated thereunder; and (ii) as to the stockholder
giving the notice (A) the name and address, as they appear on the corporation's
books, of such stockholder, (B) the name and address of the beneficial owner, if
any, on whose behalf the nomination(s) are made, (C) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (D) a description
of all arrangements or understandings between such stockholder or beneficial
owner and each proposed nominee or any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by such stockholder
and (E) any other information relating to such stockholder or beneficial owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for the election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a 

<PAGE>

written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

         (c) No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any stockholder of record of the corporation who is
entitled to vote at such meeting and who complies with the notice procedures set
forth in Section 13(d). Any business to be brought before the annual meeting by
any stockholder must also be a proper matter for stockholder action.

         (d) If a stockholder proposes to bring business before an annual
meeting of stockholders, the stockholder must give timely notice thereof in
proper written form to the Secretary of the corporation, in addition to
complying with any other applicable requirements. To be timely, a stockholder's
notice must be delivered to the Secretary at the principal executive offices of
the corporation within the period specified in Section 13(b) hereof. In no event
shall the postponement, deferral or adjournment of a stockholders' meeting
commence a new time period for the giving of notice by a stockholder.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth (i) a brief, description of the proposal 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 such stockholder, (iii) the name and address of the beneficial owner,
if any, on whose behalf the proposal is made, (iv) the class and number of
shares of capital stock of the corporation that are owned beneficially and owned
of record by such stockholder and any such beneficial owner, (v) a description
of all arrangements or understandings between such stockholder or beneficial
owner and any other person or persons (including their names) in connection with
the proposal of such business by such stockholder, (vi) a description of any
material financial or other interest of such stockholder or beneficial owner in
such proposal and (vii) any other information that would be required to be
disclosed in a proxy statement soliciting proxies for approval of the proposal
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (e) The Board of Directors, or a designated committee thereof, may
reject any stockholder's nomination or stockholder's proposal which is not
timely made in accordance with the provisions of this Section 13. If the Board
of Directors, or a designated committee thereof, determines that the information
provided in a stockholder's notice does not comply with the requirements of this
Section 13 in any material respect, the Secretary of the corporation shall
notify the stockholder of the deficiency. The stockholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within five (5) days from the date such deficiency notice is given to
the stockholder, or such shorter time as may reasonably be 

<PAGE>

deemed appropriate by the Board or committee. If the deficiency is not cured
within such period, or if the Board of Directors or such committee determines
that the additional information provided by the stockholder, together with the
information previously provided, does not satisfy the requirements of this
Section 13 in any material respect, then, the Board of Directors or committee
may reject such stockholder's notice.

         (f) Notwithstanding the procedures set forth is Section 13(e) hereof,
if the Board of Directors or any committee thereof does not make a determination
as to whether a stockholder's notice complies with the provisions of this
Section 13, the chairman of the meeting shall make the determination and declare
at the meeting whether the stockholder has so complied. If the chairman
determines that the stockholder has not so complied, then unless the chairman in
his or her sole and absolute discretion waives such noncompliance, the chairman
shall declare at the meeting that the stockholder's nomination or proposal was
not properly made and the defective nomination or stockholder proposal shall be
disregarded.

                                   ARTICLE III

                               Board of Directors

         Section 1. Number and Election. The number of directors which shall
constitute the Board of Directors shall be determined from time to time by
resolution of the Board of Directors, provided that no reduction by the Board of
Directors in the number of directors shall affect the term of any incumbent
director. The directors shall be elected at the annual meeting of stockholders,
except as provided in Article III, Section 2 hereof, and each director elected
shall hold office until his or her successor is elected and has qualified or
until his or her earlier death, resignation or removal.

         Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Any director so chosen to fill any such vacancy or
newly created directorship shall hold office until the next election of
directors and until his or her successor is elected and has qualified, or until
his or her earlier death, resignation or removal.

         Section 3. First Meeting of Each Board. The first meeting of each newly
elected Board of Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of stockholders or any adjournment
thereof at the place where the annual meeting of stockholders was held, or at
such other place as a majority of the members of the newly elected Board who are
then present shall determine, for the election or appointment of officers for
the ensuing year and the transaction of such other business as may be brought
before such meeting. in the event the meeting is not held at that time and
place, such first meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings 

<PAGE>

of the Board of Directors, or as shall be specified in a written waiver of
notice signed by all of the directors.

         Section 4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such times and places as the Board of Directors
may from time to time determine.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or any two
directors. Notice of the time and place of each special meeting shall be given
by or at the direction of the person or persons calling the meeting as
hereinafter provided. Notice of the meeting shall be mailed to each director,
addressed to such director at his or her residence or usual place of business,
at least three days before the meeting, or shall be sent to him or her at such
place by telegraph, telecopy or facsimile transmission or be delivered
personally or by telephone at least twenty-four hours before the meeting. The
notice shall state the date, time and place of the meeting but need not state
the purpose thereof, except as otherwise expressly provided in these By-laws.

         Section 6. Waiver of Notice. A written waiver of notice, signed by the
director entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Neither the business to be transacted at,
nor the purpose of any regular or special meeting need be specified in any
written waiver of notice unless so required by law or in the certificate of
incorporation. Attendance of a director at any meeting, whether regular or
special, shall constitute a waiver of notice of such meeting except where a
director attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened.

         Section 7. Quorum; Voting. A majority of the directors then in office
(but in no event less than one-third of the total number of directors) shall
constitute a quorum for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
notice other than announcement at the meeting of such other time and place.
Except as otherwise required by law or in the certificate of incorporation, all
matters coming before any meeting of the Board of Directors at which there is a
quorum shall be decided by the vote of a majority of the directors present at
the meeting.

         Section 8. Organization. Every meeting of the Board of Directors shall
be presided over by the Chairman of the Board, or, in his absence, the President
in the absence of the Chairman of the Board and the President, a presiding
officer shall be chosen by a majority of the directors present. The Secretary of
the corporation shall act as Secretary of the meeting, but, in the Secretary's
absence, the presiding officer may appoint any person to act as secretary of the
meeting.
<PAGE>

         Section 9. Committees of Directors. The Board of Directors may by
resolution or resolutions adopted by a majority of the whole Board of Directors
designate one or more directors to constitute an executive committee, finance
committee or such other committee or committees as the Board of Directors may
from time to time deem advisable. Except to the extent restricted by law, any
said committee shall have and may exercise all of the authority of the Board of
Directors in the management of the corporation to the extent provided in said
resolutions. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members 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 the
place of any absent or disqualified member. All committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors when
required.

         Section 10. Telephone Meetings. Members of the Board of Directors or
any committee thereof may participate in meetings by means of conference
telephone or similar communications equipment whereby all participants can hear
each other and such participation shall constitute presence in person at the
meeting.

         Section 11. Presumption of Assent. A member of the Board of Directors
or any committee thereof who is present at a meeting of the Board or such
committee, as the case may be, at which action on any matter is taken shall be
presumed to have assented to the action taken unless his or her dissent or
abstention shall be entered in the minutes of the meeting or unless he or she
shall file a written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation within ten days
after the date a copy of the minutes of the meeting is received. such right to
dissent shall not apply to a director or committee member who voted in favor of
such action.

         Section 12. Action by Consent. Except as provided in the certificate of
incorporation, any action which is required or permitted to be taken at a
meeting of the directors or of any committee thereof may be taken without a
meeting if consents in writing, setting forth the action so taken, are signed by
all members of the Board or of the committee, as the case may be. Such consents
shall have the same force and effect as a unanimous vote at a meeting duly held.
The Secretary shall file such consents with the minutes of the meetings of the
Board of Directors or the committee, as the case may be.

         Section 13. Removal. At a meeting called expressly for that purpose,
the entire Board of Directors or any member thereof may be removed, with or
without cause, by the vote of the holders of a majority of the shares then
entitled to vote at an election of directors. Directors may be removed with
cause by a majority of the whole Board of Directors at a special meeting of the
Board of Directors, provided that notice of such meeting, unless waived, shall
state the purpose as well as the time and place of the meeting.
<PAGE>

         Section 14. Resignations. Any director of the corporation may resign at
any time by giving written notice of his or her resignation to the Chairman of
the Board or the President and to the Secretary of the corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

         Section 15. Compensation of Directors. Unless otherwise restricted by
law or by the certificate of incorporation, the Board of Directors shall have
the authority to fix the compensation, if any, of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors or any committee. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be paid like
compensation for attending committee meetings.

                                   ARTICLE IV

                                    Officers

         Section 1. General. The Board of Directors shall elect the officers of
the corporation, which shall include a President, a Secretary and a Treasurer
and such other or additional officers (including, without limitation, a Chairman
of the Board, one or more Vice-Chairmen of the Board, Vice-Presidents, Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of
Directors may designate.

         Section 2. Term of Office; Removal and Vacancy. Each officer shall hold
office until his or her successor is elected and has qualified or until his or
her earlier death, resignation or removal. Any officer or agent shall be subject
to removal with or without cause at any time by the Board of Directors. Any
removal shall be without prejudice to the contractual rights, if any, of the
person so removed vacancies in any office, whether occurring by death,
resignation, removal or otherwise, may be filled by the Board of Directors.

         Section 3. Powers and Duties. Each of the officers of the corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his or her respective office as well as such
powers and duties as from time to time may be conferred upon him or her by the
Board of Directors. Unless otherwise ordered by the Board of Directors after the
adoption of these By-laws, the President shall be the chief executive officer of
the corporation.

         Section 4. Power to Vote Securities. Unless otherwise ordered by the
Board of Directors, the Chairman of the Board and the President each shall have
full power and authority on behalf of the corporation to attend and to vote at
any meeting of stockholders of any corporation in 

<PAGE>

which this corporation may hold securities, and may exercise on behalf of this
corporation any and all of the rights and powers incident to the ownership of
such securities at any such meeting and shall have power and authority to
execute and deliver proxies, waivers and consents on behalf of the corporation
in connection with the exercise by the corporation of the rights and powers
incident to the ownership of such securities. The Board of Directors, from time
to time, may confer like powers upon any other person or persons.

                                    ARTICLE V

                                  Capital Stock

         Section 1. Certificates of Stock. Certificates for stock of the
corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the Chairman of the Board or a Vice
Chairman of the Board or the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all
of the signatures on a certificate may be a facsimile. In case 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 such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

         Section 2. Transfer of Stock. Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by the
holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the corporation or
its agents may require.

         Section 3. Ownership of Stock. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the owner thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.

         Section 4. Fixing the Record Date. 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 entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled 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 may fix in
advance a record date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. 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 

<PAGE>

meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                                   ARTICLE V1

                                  Miscellaneous

         Section 1. Corporate Seal. The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year and
state of incorporation.

         Section 2. Fiscal Year. The Board of Directors shall have power to fix,
and from time to time change, the fiscal year of the corporation.

                                   ARTICLE VII

                                    Amendment

         The Board of Directors shall have the power to make, alter or repeal
the By-laws of the corporation subject to the power of the stockholders to alter
or repeal the By-laws made or altered by the Board of Directors.


                                   /s/ Stanley D. Biggs
                                   ------------------------------
                                   Secretary