Exhibit 3.7

                                     BY-LAWS

                                       OF

                    GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.

                     (hereinafter called the "Corporation")


                                    ARTICLE I

                                     OFFICES


      Section 1.  Registered  Office.  The registered  office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

      Section 2. 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.


                                   ARTICLE II

                             MEETING OF STOCKHOLDERS


      Section  1.  Place  of  Meetings.  Meetings  of the  stockholders  for the
election of  directors or for any other  purpose  shall be held at such time and
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 the
meeting or in a duly executed waiver of notice thereof.

      Section 2. Annual Meetings.  The Annual Meetings of Stockholders  shall be
held on such date and at such time as shall be  designated  from time to time by
the Board of Directors and stated in the notice of the meeting.  Written  notice
of the Annual Meeting  stating the place,  date and hour of the meeting shall be
given to each  stockholder  entitled  to vote at such  meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting.

      Section 3. Special  Meetings.  Special  Meetings of Stockholders  shall be
called as provided for by the Certificate of Incorporation.  Written notice of a
Special Meeting stating the place,  date and hour of the meeting and the purpose
or purposes for which the meeting is called shall be given not less than ten


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(10) nor more  than  sixty  (60) days  before  the date of the  meeting  to each
stockholder entitled to vote at such meeting. Business transacted at all special
meetings shall be confined to the objects stated in the call.

      Section  4.  Quorum.  Except  as  otherwise  provided  by  law  or by  the
Certificate  of  Incorporation,  the holders of a majority of the capital  stock
issued  and  outstanding  and  entitled  to vote  thereat,  present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders for the transaction of business.  If, however such quorum shall not
be present or represented at any meeting of the  stockholders,  the stockholders
entitled to vote thereat,  present in person or  represented by proxy shall have
power to  adjourn  the  meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum shall be present or represented.  At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  If the adjournment is for more than (30) days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned meeting shall be given to each stockholder  entitled to vote at
the meeting.

      Section 5. Voting.  Unless  otherwise  required by law, the Certificate of
Incorporation  or these By-laws (i) any question  brought  before any meeting of
stockholders  shall be decided by the vote of the  holders of a majority  of the
stock  represented  and  entitled  to vote  thereat  and (ii)  each  stockholder
represented at a meeting of stockholders  shall be entitled to cast one vote for
each  share  of the  capital  stock  entitled  to  vote  thereat  held  by  such
stockholder.  Such votes may be cast in person or by proxy but no proxy shall be
voted on or after three years from its date,  unless such proxy  provides  for a
longer period. The Board of Directors, in its discretion,  or the officer of the
Corporation  presiding  at a meeting of  stockholders,  in his  discretion,  may
require that any votes cast at such meeting shall be cast by written ballot.

      Section  6. List of  Stockholders  Entitled  to Vote.  The  officer of the
Corporation who has charge of the stock ledger of the Corporation  shall prepare
and make, at least ten (10) days before every meeting of stockholders 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 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 time
thereof,  and may be  inspected by any  stockholder  of the  Corporation  who is
present.

      Section 7. Stock Ledger.  The stock ledger of the Corporation shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger,  the list  required by Section 6 of this  Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.



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      Section 8. Notice of Business. At any annual meeting of stockholders, only
such business  shall be conducted as shall have been (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors,  (b) otherwise  properly  brought  before the meeting by or at the
direction of the Board of Directors,  or (c) otherwise  properly  brought before
the annual  meeting by a stockholder  who is a stockholder of record at the time
of the  giving of the  notice  provided  for in this  Section 8 and who shall be
entitled  to  vote  at  such  meeting.  In  addition  to  any  other  applicable
requirements,  for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less  than 60 days nor more than  ninety  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 if the annual  meeting was mailed or such  public  disclosure
made,  whichever first occurs. A stockholder's notice to the Secretary shall set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (i) a brief description of the business desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting,  (ii) the name and record  address of the  stockholder  proposing  such
business,  (iii) the class and number of the shares of the Corporation which are
beneficially  owned by the  stockholder  and (iv) any  material  interest of the
stockholder in such business.

      Notwithstanding  anything in these  By-laws to the  contrary,  no business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures  set forth in this Section 8 of this Article II;  provided,  however,
that  nothing in this  Section 8 of this  Article II shall be deemed to preclude
discussion by any stockholder of any business properly brought before the annual
meeting in accordance with said procedure.

      The officer of the  Corporation  presiding at the annual meeting shall, if
the facts  warrant,  determine  and declare to the meeting that business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 8 of this Article II, 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.  Notwithstanding  the  foregoing  provisions  of this
Section  8 of this  Article  II,  a  stockholder  shall  also  comply  with  all
applicable  requirements of the Securities Exchange Act of 1934, as amended, and
the rules and  regulations  thereunder  with respect to the matters set forth in
this Section 8 of this Article II.






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                                   ARTICLE III

                                    DIRECTORS


      Section  1.  Number  of   Directors.   Subject  to  the   Certificate   of
Incorporation,  in the  absence of the Board of  Directors  setting a  different
number, the number of directors shall be three (3). No decrease in the number of
directors shall shorten the term of any incumbent director.

      Section 2.  Nomination  of  Directors.  Only persons who are  nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors.  Nominations of persons for election to the Board of Directors at the
annual meeting may be made at a meeting of  stockholders  by or at the direction
of the Board of Directors by any nominating committee or person appointed by 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 Article III. 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 delivered to or mailed and 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,
whichever  first occurs.  Such  stockholder's  notice to the Secretary 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 the person, (ii) the principal  occupation or employment of
the  person,  (iii)  the class and  number  of  shares of  capital  stock of the
corporation  which  are  beneficially  owned  by  the  person,  (iv)  any  other
information  relating  to  the  person  that  is  required  to be  disclosed  in
solicitations for proxies for election of directors  pursuant to Rule 14-a under
the  Securities  Exchange  Act of 1934,  as amended,  and (v) the consent of the
person to serve as a director of the Corporation,  if so elected;  and (b) as to
the stockholder giving notice (i) the name and record address of stockholder and
(ii) the class and number of shares of capital  stock of the  Corporation  which
are  beneficially  owned by the  stockholder.  The  Corporation  may require any
proposed nominee to furnish such other information as may reasonably be required
by the  Corporation  to determine the  eligibility  of such proposed  nominee to
serve as director of the  Corporation.  No person shall be eligible for election
as a  director  of the  Corporation  unless  nominated  in  accordance  with the
procedures set forth herein.

      The officer of the  Corporation  presiding  at the meeting  shall,  if the
facts  warrant,  determine and declare to the meeting that a nomination  was not
made in accordance with the foregoing procedure, and if he should so determine,


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he shall so declare to the meeting and the defective nomination shall be
disregarded.

      Section 3. Duties and Powers.  The  business of the  Corporation  shall be
managed by or under the  direction of the Board of Directors  which may exercise
all such powers of the  Corporation  and do all such lawful acts and things that
are not by statute or by the  Certificate of  Incorporation  or by these By-laws
directed or required to be exercised or done by the stockholders.

      Section 4. Meetings.  The Board of Directors of the  Corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Delaware.  Regular meetings of the Board of Directors may be held without notice
at such  time and at such  place as may from time to time be  determined  by the
Board of Directors.  Special meetings of the Board of Directors may be called by
the  Chairman,  if there be one, the  President or by a majority of the Board of
Directors.  Notice thereof stating the place, date and hour of the meeting shall
be given to each director  either by mail not less than  forty-eight  (48) hours
before the date of the meeting, by telephone,  electronic  facsimile or telegram
on twenty four (24) hours'  notice,  or on such shorter  notice as the person or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.

      Section 5.  Quorum.  Except as may be otherwise  specifically  provided by
law, the Certificate of Incorporation  or these By-laws,  at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the  transaction  of  business,  and the act of a  majority  of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors.  If a quorum shall not be present at any meeting of the
Board of Directors,  the directors  present thereat may adjourn the meeting from
time to time,  without notice other than  announcement  at the meeting,  until a
quorum shall be present.

      Section 6. Actions of Board.  Unless otherwise provided by the Certificate
of  Incorporation  or by these By-laws,  any action  required or permitted to be
taken at any meeting of the Board of Directors or of any  committee  thereof may
be taken  without a meeting,  if all the  members of the Board of  Directors  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

      Section 7. Meetings by Means of  Conference  Telephone.  Unless  otherwise
provided by the Certificate of  Incorporation  or these By-laws,  members of the
Board of Directors of the Corporation,  or any committee designated by the Board
of  Directors,  may  participate  in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this Section 7 of this Article III
shall constitute presence in person at such meeting.



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      Section 8. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors,  designate one or more  committees,
each  committee to consist of one or more of the  directors of the  Corporation.
The Board of Directors may designate one or more directors as alternate  members
of any  committee,  who may  replace  any absent or  disqualified  member at any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate  member to replace the absent or  disqualified  member,  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  absent or
disqualified member. Any committee, to the extent allowed by law and provided in
the resolution establishing such committee,  shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the  Corporation.  Each committee  shall keep regular minutes and
report to the Board of Directors when required.

      Section 9. Compensation. The directors may be paid their expenses, if any,
of  attendance at each meeting of the Board of Directors and may be paid a fixed
sum for  attendance  at each meeting of the Board of  Directors  and/or a stated
salary as director. 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 allowed like compensation for attending
committee meetings.

      Section 10. Interested  Directors.  No contract or transaction between the
Corporation  and  one or more of its  directors  or  officers,  or  between  the
Corporation  and any  other  corporation,  partnership,  association,  or  other
organization  in which on 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
participates 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  for  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 as 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.


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                                   ARTICLE IV

                                    OFFICERS


      Section 1. General. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President,  a Secretary  and a Treasurer.  The
Board of Directors,  in its discretion,  may also choose a Chairman of the Board
of Directors (who must be a director) and one or more Vice Presidents, Assistant
Secretaries,  Assistant Treasurers and other officers. Any number of offices may
be held by the same person,  unless otherwise prohibited by law, the Certificate
of Incorporation  or these By-laws.  The officers of the Corporation need not be
stockholders of the  Corporation  nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

      Section 2.  Election.  The Board of  Directors  at its first  meeting held
after such  Annual  Meeting of  Stockholders  shall  elect the  officers  of the
Corporation, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors;  and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal.  Any officer  elected by the Board of Directors  must be removed at any
time by the  affirmative  vote of a  majority  of the  Board of  Directors.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all the officers of the Corporation shall be fixed
by the Board of Directors.

      Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meetings,  consents and other instruments relating
to  securities  owned by the  Corporation  may be executed in the name of and on
behalf of the  Corporation  by the President or any Vice  President and any such
officer  may,  in the name of and on  behalf of the  Corporation,  take all such
action as any such  officer may deem  advisable to vote in person or by proxy at
any meeting of security  holders of any corporation in which the Corporation may
own  securities  and at any such meeting  shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution,  from time to time confer like powers
upon any other person or persons.

      Section 4.  Chairman.  The  Chairman,  if  present,  shall  preside at all
meetings  of the  stockholders  and of the Board of  Directors.  He shall be the
chief  executive  officer of the  Corporation,  and as such,  shall have general
supervision  and  direction  of the  business  and  affairs of the  Corporation,
subject to the control of the Board of Directors and shall see that all orders


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and resolutions of the Board of Directors are carried into effect.  The Chairman
of the Board of Directors  shall also perform such other duties and may exercise
such other  powers as from time to time may be assigned to him by these  By-laws
or by the Board of Directors.

      Section 5. President.  The President shall be the chief operating  officer
of the Corporation. In the absence or disability of the Chairman, or if there be
none, the President  shall preside at all meetings of the  stockholders  and the
Board of Directors.  If there be no Chairman,  the President  shall be the chief
executive  officer of the  Corporation.  The  President  shall also perform such
other  duties and may  exercise  such  other  powers as from time to time may be
assigned to him by these  Amended and Restated  By-laws,  the Chairman or by the
Board of Directors.

      Section  6. Vice  President.  At the  request of the  President  or in his
absence or in the event of his  inability  or refusal to act (and if there be no
Chairman of the Board of Directors),  the Vice President or the Vice  Presidents
if there is more than one (in the order  designated  by the Board of  Directors)
shall perform the duties of the  President,  and when so acting,  shall have all
the powers of and be subject to all the  restrictions  upon the President.  Each
Vice President shall perform such other duties and have such other powers as the
Chairman or the Board of Directors from time to time may prescribe.  If there be
no Chairman and no Vice  President,  the Board of Directors  shall designate the
officer of the Corporation  who, in the absence of the President or in the event
of the inability or refusal of the President to act, shall perform the duties of
the President,  and when so acting,  shall have all the powers of and be subject
to all the restrictions upon the President.

      Section 7. Secretary. The Secretary shall attend all meetings of the Board
of Directors  and all meetings of  stockholders  and record all the  proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing  committees  when  required.  The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors,  and shall perform such other duties
as may be  prescribed  by the  Chairman or the Board of  Directors,  under whose
supervision  he shall be. If the  Secretary  shall be unable or shall  refuse to
cause to be  given  notice  of all  meetings  of the  stockholders  and  special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
either the  Chairman or the Board of  Directors  may choose  another  officer to
cause such notice to be given.  The Secretary  shall have custody of the seal of
the Corporation and the Secretary or any Assistant  Secretary,  if there be one,
shall have authority to affix the same to any  instrument  requiring it and when
so affixed,  it may be  attested by the  signature  of the  Secretary  or by the
signature  of any such  Assistant  Secretary.  The Board of  Directors  may give
general  authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature. The Secretary shall see that all books,
reports,  statements,  certificates  and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.

      Section  8.  Treasurer.  The  Treasurer  shall  have  the  custody  of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all moneys and either valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be


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ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the Chairman or the Board of  Directors,  at
its  regular  meetings,  or when  the  Chairman  or the  Board of  Directors  so
requires,  an account of all his  transactions as Treasurer and of the financial
condition  of the  Corporation.  If  required  by the  Board of  Directors,  the
Treasurer  shall give the Corporation a bond in such sum and with such surety or
sureties as shall be  satisfactory  to the Board of  Directors  for the faithful
performance  of  the  duties  of his  office  and  for  the  restoration  to the
Corporation,  in the case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

      Section 9. Assistant  Secretaries.  Except as may be otherwise provided in
these By-laws, Assistant Secretaries, if there be any, shall perform such duties
and  have  such  powers  as from  time to time  may be  assigned  to them by the
Chairman, the Board of Directors, the President, any Vice President, if there be
one, or the  Secretary,  and in the absence of the  Secretary or in the event of
his disability or refusal to act, shall 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.

      Section 10. Assistant Treasurers.  Assistant Treasurers,  if there be any,
shall  perform  such  duties  and have  such  powers as from time to time may be
assigned to them by the Chairman,  the Board of Directors,  the  President,  any
Vice  President,  if there be one, or the  Treasurer,  and in the absence of the
Treasurer or in the event of his disability or refusal to act, shall 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.  If required by the Board of
Directors,  an Assistant Treasurer shall give the Corporation a bond in such sum
and with  such  surety  or  sureties  as shall be  satisfactory  to the Board of
Directors for the faithful  performance  of the duties of his office and for the
restoration  to  the  Corporation,  in  the  case  of  his  death,  resignation,
retirement or removal from office,  of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

      Section 11. Other  Officers.  Such  officers as the Board of Directors may
choose  shall  perform such duties and have such powers as from time to time may
be assigned to them by the Chairman or the Board of  Directors,  as the case may
be. 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.




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                                    ARTICLE V

                                      STOCK


      Section 1. Form of Certificates.  Every holder of stock in the Corporation
shall be entitled to have a certificate  signed,  in the name of the Corporation
(i) by the Chairman of the Board of Directors, the President or a Vice President
and (ii) by the  Treasurer or an  Assistant  Treasurer,  or the  Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation.

      Section 2.  Signatures.  Where a  certificate  is  countersigned  by (i) a
transfer agent other than the  Corporation or its employee,  or (ii) a registrar
other  than  the  Corporation  or  its  employee,  any  other  signature  on the
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 were such officer, transfer agent or registrar at the date of issue.

      Section  3. Lost  Certificates.  The Board of  Directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its  discretion  and as a condition  precedent to the
issuance  thereof,   require  the  owner  of  such  lost,  stolen  or  destroyed
certificate,  or his legal representative,  to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost, stolen or destroyed.

      Section 4. Transfers.  Stock of the  Corporation  shall be transferable in
the manner  prescribed by law and in these By-laws.  Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor,  which shall be canceled before a new certificate shall be
issued.

      Section 5. 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 me more than sixty (60) days nor less than ten (10) days
before  the date of such  meeting,  nor more than  sixty  (60) 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
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjourned 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


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<PAGE>

shares,  and shall not be bound to recognize any equitable  claim or other claim
to or interest in such share or shares on the part of any other person,  whether
or not it shall  have  express  or other  notice  thereof,  except as  otherwise
provided by law.


                                   ARTICLE VI

                                     NOTICES


      Section 1.  Notices.  Whenever  written  notice is  required  by law,  the
Certificate  of  Incorporation  or these  By-laws,  to be given to any director,
member  of a  committee  or  stockholder,  such  notice  may be  given  by mail,
addressed to such director, member of a committee or stockholder, at his address
as it appears on the records of the  Corporation,  with postage thereon prepaid,
and such  notice  shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by electronic facsimile, telegram, telex or cable.

      Section 2. Waivers of Notice.  Whenever any notice is required by law, the
Certificate of Incorporation or By-laws, to be given to any director,  member of
a committee or stockholder,  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.


                                   ARTICLE VII

                               GENERAL PROVISIONS


      Section 1. 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 2. 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.



                                       11
<PAGE>

      Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

      Section 4. Corporate Seal. The Corporate seal shall have inscribed thereon
the  name of the  Corporation,  the  year  of its  organization  and  the  words
"Corporate  Seal,  Delaware."  The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                  ARTICLE VIII

                                 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 VIII, the  Corporation  shall indemnify each director and any officer or
other person that the Board of Directors  shall  designate from time to time who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director  or officer of the  Corporation,
or is or was serving at the request of the  Corporation as a director,  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,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  plea  of a  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

      Section 2. Power to Indemnify in Actions,  Suits or  Proceedings  by or in
the Right of the  Corporation.  Subject to Section 3 of this Article  VIII,  the
Corporation  shall  indemnify each director and any officer or other person that
the Board of Directors  shall  designate from time to time who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor by reason of the fact that he is or was a  director  or officer of the
Corporation,  or is or was  serving  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)  actually  and  reasonably  incurred  by  him  in
connection with the defense or settlement of such action or suit if he acted in


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<PAGE>

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 the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

      Section 3. Authorization of  Indemnification.  Any  indemnification  under
this Article VIII (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  or other  person  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  VIII,  as the  case  may  be.  Such
determination  shall be made (i) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (ii) if such 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 the stockholders.  To the extent, however, that a
director  or officer of the  Corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding  described  above, or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
all expenses (including attorneys' fees) actually and reasonably incurred by him
in connection  therein  without the necessity of  authorization  in the specific
case.

      Section 4. Good Faith Defined. For the purposes of any determination under
Section 3 of this  Article  VIII, 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 criminal action or proceeding,
to have had no  reasonable  cause to believe his conduct  was  unlawful,  if his
action is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to him by the officers of the Corporation
or another  enterprise in the course of their duties,  or on the advice of legal
counsel for the  Corporation or another  enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified  public  accountant  or by an appraiser or other expert  selected with
reasonable  care by the  Corporation  or another  enterprise.  The term "another
enterprise"  as used in this Section 4 of this Article VIII 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,  employee or agent.  The provisions of this
Section 4 of this  Article  VIII shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable  standard  of  conduct  set forth in  Section 1 or  Section 2 of this
Article VIII, as the case may be.

      Section  5.  Indemnification  by a  Court.  Notwithstanding  any  contrary
determination  in the specific case under  Section 3 of this Article  VIII,  and
notwithstanding  the absence of any  determination  thereunder,  any director or
officer  may  apply  to any  court of  competent  jurisdiction  in the  State of
Delaware for indemnification to the extent otherwise permissible under Section 1
and Section 2 of this Article VIII. The basis of such indemnification by a court


                                       13
<PAGE>

shall be a determination by such court that  indemnification  of the director or
officer  is  proper  in the  circumstances  because  he has met  the  applicable
standards  set forth in Section 1 or Section 2 of this Article VIII, as the case
may be. Neither a contrary determination in the specific case under Section 3 of
this Article  VIII nor the absence of any  determination  thereunder  shall be a
defense to such application or create a presumption that the director or officer
seeking  indemnification has not met any applicable standard of conduct.  Notice
of any  application  for  indemnification  pursuant  to this  Section  5 of this
Article VIII shall be given to the Corporation  promptly upon the filing of such
application. If successful, in whole or in part, the director or officer seeking
indemnification  shall also be entitled  to be paid the  expense of  prosecuting
such application.

      Section 6. Expenses Payable in Advance. Expenses incurred by a director or
officer in defending or  investigating a threatened or pending  action,  suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  Corporation as
authorized in this Article VIII.

      Section 7.  Nonexclusivity of Indemnification and Advancement of Expenses.
The  indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII 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,  but as to action in his official  capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that  indemnification of the persons specified in Section 1 and 2 of
this Article VIII shall be made to the fullest  extent  permitted by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended. The provisions of this Article VIII shall not be deemed to preclude the
indemnification  of any person who is not specified in Section 1 or Section 2 of
this  Article  VIII 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.

      Section 8. Insurance.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer 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 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 VIII.



                                       14
<PAGE>

      Section 9. Certain  Definitions.  For the  purposes of this Article  VIII,
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 and  officers,  so that any person who is or was a director or officer
of such  constituent  corporation,  or is or was a  director  or officer of such
constituent  corporation serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise,  shall stand in
the same position  under the provisions of this Article VIII with respect to the
resulting or surviving  corporation as such indemnification  relates to his acts
while  serving  in  any  of  the  foregoing  capacities,   of  such  constituent
corporation,  as he would have with respect to such  constituent  corporation if
its  separate  existence  had  continued.  For  purposes of this  Article  VIII,
references to "fines"  shall include any excise taxes  assessed on a person with
respect to an employee  benefit plan;  and references to "serving at the request
of the  Corporation"  shall  include any service as a director or officer of the
Corporation  which imposes duties on, or involves  services by, such director or
officer  with  respect  to  an  employee   benefit  plan,  its  participants  or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interests of the Corporation" as referred to in this Article
VIII.

      Section 10. Survival of Indemnification  and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a  director  or officer  and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.  Any repeal or modification of this Article VIII by the  stockholders of
the Corporation  shall not adversely  affect any rights to  indemnification  and
advancement of expenses  existing  pursuant to this Article VIII with respect to
any acts or omissions occurring prior to such repeal or modification.

      Section  11.  Limitation  on  Indemnification.   Notwithstanding  anything
contained  in this  Article  VIII to the  contrary,  except for  proceedings  to
enforce rights to indemnification  (which shall be governed by Section 5 of this
Article VIII), the Corporation  shall not be obligated to indemnify any director
or officer in connection  with a proceeding  (or part thereof) was authorized or
consented to by the Board of Directors of the Corporation.



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