BY-LAWS

                                       OF

                             SOULFOOD CONCEPTS, INC.

                                        A

                              DELAWARE CORPORATION

                                    ARTICLE I

                                  Stockholders

         SECTION 1. Annual Meetings. Subject to change by resolution of the
Board of Directors, the annual meeting of the Stockholders of the Corporation
for the purpose of electing directors and for the transaction of such other
business as may be brought before the meeting shall be held on a date fixed,
from time to time, by the directors of the corporation, and each successive
annual meeting shall be held on a date within thirteen months after the date of
the preceding annual meeting. The meeting may be held at such time and such
place within or without the State of Delaware as shall be fixed by the Board of
Directors and stated in the notice of the meeting.

         SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time by the Chief Executive Officer, Chairman of the Board, a
majority of the Board of Directors or by a majority of the stockholders of
record of all shares entitled to vote. Special meetings shall be held on the
date and at the time and place either within or without the State of Delaware as
specified in the notice thereof.

         SECTION 3. Notice of Meetings. Except as otherwise expressly required
by law or the Certificate of Incorporation, written notice stating the place and
time of the meeting and the purpose or purposes of such meeting, shall be given
by the Secretary to each stockholder entitled to vote thereat at his address as
it appears on the records of the Corporation not less than ten (10) nor more
than sixty (60) days prior to the meeting. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and if any stockholder shall, in person or by
attorney thereunto duly authorized, waive notice of any meeting, in writing or
by telephone or facsimile, whether before or after such meeting be held, the
notice thereof need not be given to him. The attendance of any stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.


<PAGE>



Notice of any adjourned meeting of stockholders need not be given except as
provided in SECTION 5 of this Article I.


         SECTION 4. Quorum. Subject to the provisions of law in respect of the
vote that shall be required for a specific action, the number of shares the
holders of which shall be present or represented by proxy at any meeting of
stockholders in order to constitute a quorum for the transaction of any business
shall be at least thirty three and one-third (33-1/3) percent of the total
number of shares issued and outstanding and entitled to vote at such meeting.
Where a separate vote by a class or classes is required, thirty three and
one-third (33-1/3) of the total names of the outstanding shares of such class or
classes, present in person or represented by proxy, shall constitute a quorum to
take action with respect to that vote on that matter and the affirmative vote of
the majority of shares of such class or classes present in person or represented
by proxy at the meeting shall be the act of such class.

         SECTION 5. Adjournment. At any meeting of stockholders, whether or not
there shall be a quorum present, the holders of a majority of the shares voting
at the meeting, whether present in person at the meeting or represented by proxy
at the meeting, may adjourn the meeting from time to time. Except as provided by
law, notice of such adjourned meeting need not be given otherwise than by
announcement of the time and place of such adjourned meeting at the meeting at
which the adjournment is taken. At any adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been transacted at
the meeting as originally called but only those stockholders entitled to vote at
the meeting as originally noticed shall be entitled to vote at any adjournment
or adjournments thereof.

         SECTION 6. Organization. The Chairman of the Board or, in his absence
or non-election, the Vice Chairman or, in his absence or non-election, the
President or, in the absence of the foregoing officers, a Vice President shall
call meetings of the stockholders to order and shall act as Chairman of such
meetings. In the absence of all of the foregoing officers, holders of a majority
in number of the shares of the capital stock of the Corporation present in
person or represented by proxy and entitled to vote at such meeting shall elect
a Chairman, who may be the Secretary of the Corporation. The Secretary of the
Corporation shall act as secretary of all meetings of the stockholders; but in
the absence of the Secretary, the Chairman may appoint any person to act as
secretary of the meeting.

         SECTION 7. Voting. Each stockholder shall, except as otherwise provided
by law or by the Certificate of Incorporation, at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock entitled to vote held by such stockholder, but no proxy shall be
voted on after three years from its date, unless said proxy provides for a
longer period. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be authorized by a
vote of a majority of the votes cast except where the General Corporation Law
prescribes a different percentage of votes and/or a different

                                      -2-


<PAGE>




exercise of voting power, and except as may be otherwise prescribed by the
provisions of the Certificate of Incorporation and these By-laws. In the
election of directors, and for any other action, voting need not be by ballot,
unless the Board of Directors in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his or her discretion,
may require that any votes cast at such meeting shall be cast by written ballot.

         SECTION 8. Stockholders List. The officer of the Corporation who has
charge of the stock ledger of the Corporation shall prepare and make a complete
list of the stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order with the address of each and the number of shares
held by each, which 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 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 the meeting, or, if not so specified, 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 during the whole thereof and may be inspected by any stockholder who
is present. The stock ledger of the Corporation shall be the only evidence as to
who are the stockholders entitled to examine the ledger, the list required by
this Section 8 of Article I or the books of the Corporation, or to vote in
person or by proxy at any meeting of stockholders.

         SECTION 9. Address of Stockholders. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served upon or mailed to him, and if any
stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his last known post office address.

         SECTION 10. Inspectors of Election. The Board of Directors may at any
time appoint one or more persons to serve as Inspectors of Election at the next
succeeding annual meeting of stockholders or at any other meeting or meetings
and the Board of Directors may at any time fill any vacancy in the office of
Inspector. If the Board of Directors fails to appoint Inspectors, his office
becomes vacant and be not filled by the Board of Directors, the Chairman of any
meeting of the stockholders may appoint one or more temporary Inspectors for
such meeting. All proxies shall be filed with the Inspectors for such meeting.
All proxies shall be filed with the Inspectors of Election of the meeting before
being voted upon.

         SECTION 11. Action by Consent. Unless otherwise provided in the
Certificate of Incorporation any action required to be taken at any meeting of
stockholders, or any action which may be taken at any meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote if a consent in writing, setting forth the action so taken, shall be signed
by the holders of all of the outstanding voting stock of the Corporation. In
addition, any action required by the General Corporation Law to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of

                                       -3-



<PAGE>



stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent 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.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. Action taken pursuant to this paragraph shall be subject
to the provisions of Section 228 of the General Corporation Law.

         SECTION 12. Advance Notice of Stockholder Business. Notwithstanding any
other provision of these By-Laws, for business to be properly brought before an
annual or special meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be received at the principal executive
offices of the corporation, not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business brought by a stockholder shall be conducted at any meeting
except in accordance with the procedures set forth in this ARTICLE I, SECTION
12. The Chairman of the meting 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 and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

                                   ARTICLE II

                               Board of Directors

         SECTION 1. General Powers.  The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of 
Directors. The Board of Directors shall have the power and authority to 
authorize the officers of the Corporation to

                                       -4-


<PAGE>




enter into such agreements as the Board of Directors shall deem appropriate
including the power and authority to authorize the seal of the Corporation to be
affixed to all papers that may require it.

         SECTION 2. Number, Qualification and Term of Office. The number of
directors shall be at least two and not more than twelve, except as may
otherwise be provided in the Certificate of Incorporation of the Corporation. As
of the effective date of the By-laws, the Board and subsequent Boards shall
consist of three directors until changed as hereinafter provided. Directors need
not be stockholders. Each director shall hold office for the term for which he
is appointed or elected and until his successor shall have been elected and
shall qualify, or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Directors need not be elected by
ballot, except upon demand of any stockholder. The Chairman of the Board, if one
be elected, and the Vice Chairman of the Board, if one be elected, shall be
chosen from among the directors. The number of directors may be increased or
decreased by action of the directors.

         SECTION 3. Quorum and Manner of Action. Except as otherwise provided by
law or these By-laws, at least one third of the total number Board of Directors
shall be required to constitute a quorum for the transaction of business at any
meeting, and the act of a majority of the entire Board of Directors shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The directors shall act
only as a board and individual directors shall have no power as such. In the
event that the Board of Directors shall be unable to take action on any matter
because of a deadlock, upon the motion of any director the matter shall be
submitted to a vote of the stockholders. Any action so approved by a majority
vote of the stockholders shall be the action of the Board of Directors, however,
any director who voted against the action taken by the stockholders prior to the
submission of such matter to the stockholders may, within 10 days following such
stockholder vote, dissent in writing to such action to the Secretary of the
Corporation, who shall enter such dissent in the minutes of the Corporation.

         SECTION 4. Place of Meeting, etc. The Board of Directors may hold its
meetings, have one or more offices and keep the books and records of the
Corporation at such place or places within or without the State of Delaware as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

         SECTION 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held for the election of officers and the transaction of
other business as soon as practicable after each annual meeting of stockholders,
and other regular meetings of said Board shall be held at times and places as
said Board shall direct. No notice shall be required for any regular meeting of
the Board of Directors but a copy of every resolution fixing or changing the
time or

                                       -5-



<PAGE>



place of regular meetings shall be mailed to every director at least three days
before the first meeting held in pursuance thereof.

         SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the board, the Chief Executive Officer, or any
one Director. The Secretary or any Assistant Secretary shall give notice of the
time and place of each special meeting by mailing a written notice of the same
to each director at his last known post office address at least three (3)
business days before the meeting or by causing the same to be delivered
personally or to be transmitted by telecopies, overnight mail, telegraph, cable,
wireless, telephone or orally at least twenty-four hours before the meeting to
each director. In the event the Secretary or Assistant Secretary shall fail to
give the notice of a Special Meeting called in accordance with this Section, the
person who called such meeting shall be empowered to give notice of such meeting
in accordance with the immediately preceding sentence.

         SECTION 7. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of any committee thereof may be taken without
a meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

         SECTION 8. Organization. At each meeting of the Board of Directors, the
Chairman of the Board or in his absence,the Vice Chairman of the Board, or in
his absence, the President, or in his absence or non-election, a director chosen
by a majority of the directors present shall act as Chairman. The Secretary or,
in his absence, an Assistant Secretary or, in the absence of both the Secretary
and an Assistant Secretary, any person appointed by the Chairman shall act as
Secretary of the meeting.

         SECTION 9. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors, the President or
the Secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         SECTION 10. Removal of Directors. Except as otherwise provided by law,
any director may be removed for cause, by the affirmative vote of a majority of
the board of Directors. Except as may be otherwise provided by law, cause for
removal shall be construed to exist only if the director whose removal is
proposed has been convicted of a felony by a court of competent jurisdiction and
such conviction is no longer subject to a right of appeal, or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence, or
willful misconduct, in the performance of his duty to the Corporation in a
matter of substantial importance to the Corporation and such adjudication is no
longer subject to a right of appeal.

                                       -6-



<PAGE>




         SECTION 11. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors or any other cause shall be filled by a majority of the directors then
in office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and qualified, or until
their earlier resignation or removal.

         SECTION 12. Compensation of Directors. Directors may receive such
reasonable sums for their services and expenses as may be directed by resolution
of the Board; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for their services and expenses.

         SECTION 13. Committees. By resolution or resolutions passed by a
majority of the whole Board at any meeting of the Board of Directors, the
directors may designate one or more committees of the Board of Directors, each
committee to consist of two or more directors. To the extent provided in said
resolution or resolutions, unless otherwise provided by law, such committee or
committees shall have and may exercise all of the powers of the board of
Directors in the management of the business and affairs of the Corporation,
including the power and authority to authorize the seal of the Corporation to be
affixed to all papers that may require it. No committee, however, shall have the
power to declare dividends or to authorize the issuance of shares of capital
stock of the Corporation. Further, the Board of Directors may designate one or
more directors as alternate members of a committee who may replace an absent or
disqualified member at any meeting. If an alterative member of a committee is
not selected by the Board of Directors, and in the absence or disqualification
of a member of a 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 the place of any such absent or disqualified member. A committee may
make such rules for the conduct of its business and may appoint such committees
and assistants as it shall from time to time deem necessary. A majority of the
members of a committee shall constitute a quorum for the transaction of business
of such committee. Regular meetings of a committee shall be held at such times
as such committee shall from time to time by resolution determine. No notice
shall be required for any regular meeting of a committee but a copy of every
resolution fixing or changing the time or place of at least three days before
the first meeting held in pursuance thereof. Special meetings of a committee may
be called by the Chairman of such committee or the Secretary of such committee,
or any two members thereof. The Secretary of the Corporation or the Secretary of
such committee shall give notice of the time and place of each special meeting
by mail at least two days before such meeting or by telegraph, cable, wireless,
telephone or orally at least twenty-four hours before the meeting to each member
of such committee.


                                       -7-


<PAGE>



         SECTION 14. Participation in Meetings. Members of the Board of
Directors or of any committee may participate in any meeting of the Board or
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

         SECTION 15. Interested Directors or Officers. No contract or
transaction between the Corporation and one or more of its directors of
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participate in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted by such purpose if (i) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts to his or their 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 (iii) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof or the 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 authorizes the
contract or transaction.

         SECTION 16. Advanced Notification of Stockholder Nominations. Only
persons who are nominated in accordance with the procedures set forth in this
ARTICLE II, shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the Board of Directors or by
any stockholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section. Such nominations, other than those made by or, at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or

such public disclosure was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the

                                       -8-


<PAGE>



Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of 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 limitation such persons' 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 stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder. 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
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

                                   ARTICLE III

                                    Officers

         SECTION 1. Number. The officers of the Corporation shall be a Chairman
of the Board, a Vice Chairman of the Board, a President, a Treasurer and a
Secretary. In addition, the Board may elect one or more Vice Presidents and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article III. Any number of offices may be held by the same person, as
the directors may determine.

         SECTION 2. Election, Term of Office and Qualification. The officers
shall be elected annually by the Board of directors at their first meeting after
each annual meeting of the stockholders of the Corporation. Each officer, except
such officers as may be appointed in accordance with the provisions of Section 3
of this Article, shall hold office until his successor shall have been duly
elected and qualified, or until his death or until he shall have resigned or
shall have become disqualified or shall have been removed in the manner
hereinafter provided.

         SECTION 3. Subordinate Officers. The Board of Directors or the Chief

Executive Officer may from time to time appoint such other officers, including
one or more Assistant Treasurers and one or more Assistant Secretaries, and such
agents and employees of the Corporation as may be deemed necessary or desirable.
Such officers, agents and employees shall hold office for such period and upon
such terms and conditions, have such authority and perform such duties as in
these By-laws provided or as the Board of Directors or the Chief Executive
Officer may from time to time prescribe. The Board of Directors or the Chief
Executive Officer

                                       -9-


<PAGE>



may from time to time authorize any officer to appoint and remove agents and
employees and to prescribe the powers and duties thereof.

         SECTION 4. Removal.  Any officer may be removed, either with or without
cause, by the affirmative vote of a majority of the Board of Directors.

         SECTION 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chief Executive Officer or the
Secretary. Any such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
regular selection or appointment to such office.

         SECTION 7. Chairman of the Board. The Chairman of the Board shall be
the Chief Executive Officer of the Corporation and shall preside, if present, at
all meetings of the stockholders and at all meetings of the Board of Directors
and shall perform such other duties and have such other powers as from time to
time may be assigned by the Board of Directors or prescribed by these By-laws.

         SECTION 8. Vice Chairman of the Board. The Vice Chairman of the Board
shall, at the request of the Chairman of the Board or in his absence or
disability, perform the duties of the Chairman of the Board and when so acting
shall, have all the powers of, and be subject to all restrictions upon, the
Chairman of the Board and shall perform such other duties and have such other
powers as from time to time may be assigned to him by the Chairman of the Board
or prescribed by these By-laws.

         SECTION 9. President. The President shall have general direction of the
affairs of the Corporation and general supervision over its several officers,
subject, however, to the control of the Board of Directors and the Chief
Executive Officer, and in general shall perform such duties and, subject to the
other provisions of these By-laws, have such powers incident to the office of
President and perform such other duties and have such other powers as from time

to time may be assigned to him by the Board of Directors and the Chief Executive
Officer.

         SECTION 10. Vice President. A Vice President may sign with the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
certificates of stock of the Corporation and shall have such other powers and
shall perform such other duties as from time to time may be assigned to him by
the Board of Directors, the Chief Executive Officer or the President or
prescribed by these By-laws.

                                      -10-


<PAGE>



         SECTION 11. Secretary. The Secretary shall keep or cause to be kept, in
books provided for the purpose, the minutes of the meetings of the stockholders,
the Board of Directors and any committee when so required, shall see that all
notices are duly given in accordance with the provisions of these By-laws and as
required by law, shall be custodian of the records and the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-laws, shall keep or cause to be kept
a register of the post office address of each stockholder, may sign with the
Chairman of the Board, the Chief Executive Officer, the President or any Vice
President certificates of stock of the Corporation, and in general shall perform
such duties and have such powers incident to the office of Secretary and shall
perform such other duties and have such other powers as from time to time may be
assigned to him by the Board of Directors, the Chief Executive Officer or the
President or prescribed by these By-laws.

         SECTION 12. Assistant Secretary. Any Assistant Secretary shall, at the
request of the Secretary or in his absence or disability, perform the duties of
the Secretary and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Secretary and shall perform such other duties and
have such other powers as from time to time may be assigned to him by the Chief
Executive Officer, the President, the Secretary or the Board of Directors or
prescribed by these By-laws.

         SECTION 13. Chief Financial Officer. The Chief Financial Officer shall
be responsible to the Board of Directors and the Chief Executive Officer for all
financial control and internal audit of the Corporation and its subsidiaries. He
shall perform such other duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or prescribed by these By-laws, and shall
be responsible to a designated Vice President only for the routine
administrative matters pertaining to the duties of his office.

         SECTION 14. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation, and deposit
all such funds in the name of the Corporation in such banks, trust companies or
other depositaries as shall be selected in accordance with the provisions of
these By-laws, shall at all reasonable times exhibit his books of account and

records, and cause to be exhibited the books of account and records of any
corporation controlled by the Corporation to any of the directors of the
Corporation upon application during business hours at the office of the
corporation, or such other corporation, where such books and records are kept,
shall, if called upon to do so, receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, may sign with the
Chairman of the Board, the Chief Executive Officer, the President or any Vice
President certificates of stock of the Corporation, and in general shall perform
such duties and have such powers incident to the office of Treasurer and such
other duties and have such other powers as from time to time may be assigned to
him by the Board of Directors, Chief Executive Officer or the President or
prescribed by these By-laws.

                                      -11-


<PAGE>



         SECTION 15. Assistant Treasurer. Any Assistant Treasurer shall, at the
request of the Treasurer or in his absence or disability, perform the duties of
the Treasurer and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer and shall perform such duties and have
such other powers as from time to time may be assigned to him by the Chief
Executive Officer, the President, the Treasurer or the Board of Directors or
prescribed by these By-laws.

         SECTION 16. Other Officers. Such officers as the Board of directors may
choose shall perform such duties and have such powers as may be appropriate to
such officer or as from time to time may be assigned to them by the Board of
Directors. The Board of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and to prescribe their
respective duties and powers.

         SECTION 17. Salaries.  The salaries of the officers shall be fixed 
from time to time by the Board of Directors.  No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

         SECTION 18. Authority of Officers. The officer of the Corporation shall
have such duties and authority as set forth in these By-laws and as shall be
determined from time to time by the Board of Directors.

                                   ARTICLE IV

                            Shares and their Transfer

         SECTION 1. Certificates of Stock. Certificates for shares of the
capital stock of the Corporation shall be in such form not inconsistent with law
as shall be approved by the Board of Directors. They shall be numbered in order
of their issue and shall be signed by the Chairman of the Board or the President
or any Vice President and the Treasurer or any Assistant Treasurer, or the
Secretary or any Assistant Secretary of the Corporation, and the seal of the

Corporation is not required to be affixed thereto. Any of or all the signatures
on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature shall have been
placed upon any such certificate or certificates shall cease to be such officer
or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature shall have
been used thereon had not ceased to be such officer or officers of the
Corporation.

                                      -12-


<PAGE>



         SECTION 2. Transfer of Stock. Transfer of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Corporation, or a transfer
agent of the Corporation, if any, on surrender of the certificate or
certificates for such shares properly endorsed. A person in whose name shares of
stock stand on the books of the Corporation shall be deemed the owner thereof as
regards the Corporation, and the Corporation 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 provided by the laws of the State of Delaware.

         SECTION 3. Lost Destroyed and Mutilated Certificates. The holder of any
stock issued by the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor or the failure to
receive a certificate of stock issued by the Corporation, and the Board of
Directors or the Secretary of the Corporation may, in its or his discretion,
cause to be issued to such holder a new certificate or certificates of stock,
upon compliance with such rules, regulations and/or procedures as may be
prescribed or have been prescribed by the Board of Directors with respect to the
issuance of new certificates in lieu of such lost, destroyed or mutilated
certificate or certificates of stock issued by the Corporation which are not
received, including reasonable indemnification 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.

         SECTION 4. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors shall so determine, maintain one
or more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock of
the Corporation shall be directly transferable, and also one or more registry
offices, each in the charge of a registrar designated by the Board of Directors,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Registrar and/or
Transfer Agent shall have been designated, shall be valid unless countersigned

by such Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.

         SECTION 5. Fixing Date for Determination of Stockholders of Record. 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, to express
consent to corporate action in writing without a meeting, to receive payment of
any dividend or other distribution or allotment of any rights, 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,
and only such stockholders as shall be

                                      -13-


<PAGE>



stockholders of record of the date so fixed shall be entitled to such notice of
and to vote at such meeting and any adjournment thereof, to express consent to
any such corporate action, to receive payment of such dividend or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid. If the stock transfer books are to be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting in the case of a merger or consolidation, the books shall be
closed at least twenty days before such meeting.

         SECTION 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

                                    ARTICLE V

                               General Provisions

         SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on
such date of each year as shall be determined by the Board of Directors of the
Corporation.

         SECTION 2. Waivers of Notice. Whenever any notice of any nature is
required by law, the provisions of the Certificate of Incorporation or these
By-laws to be given, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.


         SECTION 3. Qualifying in Foreign Jurisdiction. The Board of Directors
shall have the power at any time and from time to time to take or cause to be
taken any and all measures which they may deem necessary for qualification to do
business as a foreign corporation in any one or more foreign jurisdictions and
for withdrawal therefrom.

         SECTION 4. Registered Office. The registered office of the Corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware.

         SECTION 5. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                      -14-


<PAGE>



         SECTION 6. Proxies. Except as otherwise provided in these By-laws or in
the Certificate of Incorporation of the Corporation, and unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board may
appoint from time to time an attorney or attorneys, or agent or agents, of the
Corporation, on behalf and in the name of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing to any action by such other
corporation, and may instruct the person or person so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed on behalf and in the name of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

         SECTION 7. Seal. The Board of Directors shall provide a suitable seal
containing the name of the Corporation, which seal shall be in the charge of the
Secretary and which may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. If and when so directed by the
Board of Directors, a duplicate of the seal may be kept and be used by an
officer of the Corporation designated by the Board.

         SECTION 8. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.


         SECTION 9. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

                                   ARTICLE VI

                                 Indemnification

         SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other
than those by or in the Right of the Corporation. Subject to Section 3 of this
Article VI, the Corporation shall indemnify any person (to the full extent
permitted by the laws of the State of Delaware, as amended from time to time)
who was or is a party or is threatened to be made a party to any threatened,
pending or contemplated action, suit or proceeding, whether civil, criminal,

                                      -15-


<PAGE>



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, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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, has 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, has
reasonable cause to believe that his conduct was unlawful.

         SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article VI, 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,
proceeding or claim 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, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprises
against expenses (including attorney's fees and expenses) actually and
reasonably incurred by him and to the extent permitted by applicable law in
connection with the defense or settlement of such action or suit 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 the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses and amounts which the Court of
Chancery or such other court shall deem proper.

         SECTION 3. Authorization of Indemnification. Any indemnification under
this Article VI (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VI, as the case may be. Such
determination and determinations under Section 5 or 6 of this Article VI 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 a 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

                                      -16-


<PAGE>



the stockholders. To the extent, however, that a director or officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees and expenses) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

         SECTION 4. Good Faith Defined.

                   (a) For purposes of any determination under Section 3 of this
Article VI, 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 or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public account 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 4
shall mean any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at the request of the Corporation as a director, officer, agent or employee.

                 (b) References in this Article VI to "penalties" include any 

excise taxes assessed on a person with respect to an employee benefit plan; 
references in this Article VI to "serving at the request of the Corporation" 
include any service as a director or officer (or if appropriate an employee or 
agent) or former director or officer (or if appropriate a former employee or 

agent) of the Corporation which imposes duties on, or involves services by, 
such person with respect to an employee benefit plan or its participants or 
beneficiaries; and a person who acted in good faith and in a manner he 
reasonably believed to be in or not opposed to the best interests of the 
participants or beneficiaries of such an employee benefit plan 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.

                 (c) The provisions of this Section 4 shall not 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 Sections 1 or 2 of this 
Article VI, as the case may be.

         SECTION 5. Indemnification upon Application; Procedure Upon
Application; Etc. Except as otherwise provided in the proviso to Section 2 of
this Article VI:

                   (a) Any indemnification under Section 1 and 2 of this 
Article VI shall be made no later than 45 days after receipt by the Corporation 
of the written request

                                      -17-


<PAGE>



by the director, officer, employee or agent or the former director, officer,
employee or agent, unless a determination is made within said 45-day period in
accordance with Section 3 of this Article VI that such person has not met the
applicable standard of conduct set forth in Section 1 or 2 of this Article VI.

                   (b) The right to indemnification under Section 1 or 2 of 
this Article VI or advances under Section 6 of this Article VI shall be
enforceable by the director, officer, employee or agent or former director,
officer, employee or agent in any court of competent jurisdiction. The burden of
proving that indemnification is not appropriate shall be on the Corporation.
Neither the absence of any prior determination that indemnification is proper in
the circumstances, nor a prior determination that indemnification is not proper
in the circumstances, shall be a defense to the action or create a presumption
that the director or officer, or former director or officer, has not met the
applicable standard of conduct. The expenses (including attorneys' fees and
expenses) incurred by the director, officer, employee or agent in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such action (or in any action or claim brought by him to recover
under any insurance policy or policies referred to in Section 9 of this Article
VI) shall also be indemnified by the Corporation.


                (c) If any person is entitled under any provision of this 
Article VI to indemnification by the Corporation for some or a portion of
expenses, judgments, fines, penalties or amounts paid in settlement incurred by
him, but not, however, for the total amount thereof, the corporation shall
nevertheless indemnify such person for the portion of such expense, judgments,
fines, penalties and amounts to which he is entitled.

         SECTION 6. Expenses Payable in Advance. Expenses (including attorneys'
fees and expenses) incurred by an officer, director, employee or agent or a
former officer, director, employee or agent in defending a civil or criminal
action or investigating a threatened or pending action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized in this
Article VI; provided, however, that if he seeks to enforce his rights in a court
of competent jurisdiction pursuant to section 5(b) of this Article VI, said
understanding to repay shall not be applicable or enforceable unless and until
there is a final court determination that he is not entitled to indemnification
as to which all rights of approval have been exhausted or have expired.

         SECTION 7. Certain Person Not Entitled to Indemnification.
Notwithstanding any other provision of this Article VI, no person shall be
entitled to indemnification under this Article VI or to advances under Section 6
of this Article VI with respect to any action, suit, proceeding or claim as
brought or made by him against the Corporation, other than an action,

                                      -18-


<PAGE>



suit, proceeding or claim seeking, or defending such person's right to,
indemnification and/or expense advances pursuant to this Article VI or
otherwise.

         SECTION 8. Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
By-law, agreement, contract, vote of stockholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office, it being the policy of the
Corporation that indemnification and expense advances to the persons specified
in Section 1 and 2 of this Article VI shall be made to the fullest extent
permitted by law and, accordingly, in the event of any change in law, by
legislation or otherwise, permitting greater indemnification and/or expense
advances to any such person, the provision of this Article VI shall be construed
so as to require such greater indemnification and/or expense advances. The
provisions of this Article VI shall not be deemed to preclude the

indemnification of any person who is not specified in Sections 1 or 2 of this
Article VI but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VI shall continue as to a person who has ceased
to be a director or officer (or if appropriate an employee or agent) and shall
inure to the benefit of the heirs, executors and administrator of such person.

         SECTION 9. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power or the obligation to indemnify him against such liability under the
provisions of this Article VI or the provisions of Section 145 of the General
Corporation Law of the State of Delaware. The Corporation shall not be obligated
under this Article VI to make any payment in connection with any claim made
against any person if and to the extent that such person has actually received
payment therefore under any insurance policy or policies.

         SECTION 10. Meaning of "Corporation" for Purposes of Article VI. For
purposes of this Article VI, 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 and authority to
indemnify its directors, officers, employees or agents, so that any person who
is or was a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article VI

                                      -19-


<PAGE>



with respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had continued.

         SECTION 11. Limitation on Actions. No legal action shall be brought and
no cause of action shall be asserted by or on behalf of the Corporation or any
affiliate of the Corporation against any person who is or was a director or
officer of the Corporation after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the
Corporation or its affiliates shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such two-year period;
provided, however, that if any shorter period of limitations is otherwise
applicable, such shorter period shall govern.

         SECTION 12. Severability. The provisions of this Article VI shall be
severable in the event that any provision hereof (including any provision within

a single section, subsection, clause, paragraph or sentence) is held invalid,
void or otherwise unenforceable on any ground by any court of competent
jurisdiction. In the event of any such holding, the remaining provisions of this
Article VI shall continue in effect and be enforceable to the fullest extent
permitted by law.

                                      -20-


<PAGE>


                                   ARTICLE VII

                                   Amendments

         These By-laws may be altered, amended or repealed, in whole or in part,
or new By-laws may be adopted by either the stockholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-laws be contained in the notice of such meeting of
stockholders or Board of Directors, as the case may be. All such amendments must
be approved by either the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.

                                      -21-