AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             OPEN PLAN SYSTEMS, INC.


                                    * * * * *

                                    ARTICLE I

                               Offices and Records


     A.  Virginia  Office.  The  principal  office of the  Corporation  shall be
located within the Commonwealth of Virginia.

     B. Other  Offices.  The  Corporation  may have such other  offices,  either
within or without the  Commonwealth  of Virginia,  as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

     C. Books and Records.  The books and records of the Corporation may be kept
within or without  the  Commonwealth  of Virginia at such place or places as may
from time to time be designated by the Board of Directors.


                                   ARTICLE II

                                  Shareholders

     A.  Annual  Meeting.   The  annual  meeting  of  the  shareholders  of  the
Corporation  shall  be  held on the  third  Tuesday  in May of each  year at the
principal  office of the  Corporation,  or at such other time or place as may be
fixed by resolution  of the Board of  Directors,  or in the absence of action by
the Board of Directors, as may be fixed by the Chairman of the Board.

     B. Place of Meeting.  The Board of  Directors or the Chairman of the Board,
as the case may be, may designate the place of meeting for any annual meeting or
for any special meeting of the shareholders  called by the Board of Directors or
the Chairman of the Board.  If no  designation  is so made, the place of meeting
shall be the principal office of the Corporation.

     C. Notice of Meeting. Written or printed notice, stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be delivered by the  Corporation not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, to
each  shareholder of record  entitled to vote at such meeting.  If mailed,  such
notice shall be deemed to be delivered  when deposited in the United States mail
with postage thereon prepaid,  addressed to the shareholder at his address as it
appears on the stock  transfer  books of the  Corporation.  Such further  notice
shall be given as may be required by law. Only such business  shall be conducted
at a special  meeting  of  shareholders  as shall have been  brought  before the
meeting  pursuant  to  the  Corporation's  notice  of  meeting.  Any  previously
scheduled meeting of the shareholders may be postponed, and (unless the Articles
of Incorporation otherwise provides) any special meeting of the shareholders may
be cancelled,  by resolution of the Board of Directors  upon public notice given
prior to the date previously scheduled for such meeting of shareholders.

     D. Quorum and  Adjournment.  Except as otherwise  provided by law or by the
Articles of Incorporation,  the holders of a majority of the outstanding  shares
of the  Corporation  entitled to vote  generally in the  election of  directors,
represented  in person or by proxy,  shall  constitute  a quorum at a meeting of
shareholders,  except that when specified  business is to be voted on by a class
or series of stock voting as a separate voting group,  the holders of a majority
of the shares of such class or series shall constitute a quorum of such class or
series for the  transaction of such  business.  The Chairman of the meeting or a
majority of the shares so represented may adjourn the meeting from time to time,
whether  or not  there is such a  quorum.  No  notice  of the time and  place of
adjourned  meetings  need be given except as required by law.  The  shareholders
present at a duly called  meeting at which a quorum is present  may  continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders to leave less than a quorum.

     E. Proxies.  At all meetings of  shareholders,  a  shareholder  may vote by
proxy  executed in writing (or in such manner  prescribed by the Virginia  Stock
Corporation Act) by the shareholder, or by his duly authorized attorney in fact.

         F.       Notice of Shareholder Business and Nominations.

                  1.       Annual Meetings of Shareholders.

     (a)  Nominations  of persons for  election to the Board of Directors of the
Corporation  and the proposal of business to be considered  by the  shareholders
may  be  made  at  an  annual  meeting  of  shareholders  (1)  pursuant  to  the
Corporation's  notice of  meeting,  (2) by or at the  direction  of the Board of
Directors or (3) by any  shareholder of the Corporation who was a shareholder of
record  at the time of  giving  of notice  provided  for in this  Bylaw,  who is
entitled to vote at the meeting and who complies with the notice  procedures set
forth in this Bylaw.

     (b) For  nominations  or other  business to be properly  brought  before an
annual meeting by a shareholder pursuant to clause (3) of paragraph 1(a) of this
Bylaw,  the shareholder  must have given timely notice thereof in writing to the
Secretary of the  Corporation and such other business must otherwise be a proper
matter for shareholder  action.  To be timely,  a shareholder's  notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 60th day nor earlier  than the close
of  business  on the 90th day prior to the first  anniversary  of the  preceding
year's annual meeting; provided, however, that in the event that the date of the
annual  meeting  is more than 30 days  before or more  than 60 days  after  such
anniversary  date,  notice by the  shareholder to be timely must be so delivered
not  earlier  than the close of  business  on the 90th day prior to such  annual
meeting  and not later than the close of  business  on the later of the 60th day
prior to such annual  meeting or the 10th day  following the day on which public
announcement of the date of such meeting is first made by the Corporation. In no
event  shall the public  announcement  of an  adjournment  of an annual  meeting
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's  notice shall set forth (1) as to each person whom the
shareholder  proposes to nominate for election or  reelection  as a director all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and  Rule  14a-11
thereunder  (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if  elected);  (2) as to any
other  business  that the  shareholder  proposes to bring before the meeting,  a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  shareholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (3) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i)  the  name  and  address  of  such  shareholder,   as  they  appear  on  the
Corporation's  books,  and of such beneficial owner and (ii) the class or series
and  number of shares of the  Corporation  which are owned  beneficially  and of
record by such shareholder and such beneficial owner.

     (c)  Notwithstanding  anything in the second  sentence of paragraph 1(b) of
this Bylaw to the  contrary,  in the event that the  number of  directors  to be
elected to the Board of Directors of the  Corporation  is increased and there is
no  public  announcement  by the  Corporation  naming  all of the  nominees  for
director or specifying the size of the increased  Board of Directors at least 70
days prior to the first  anniversary of the preceding  year's annual meeting,  a
shareholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation  not later than the close of business on the 10th day  following the
day on which such public announcement is first made by the Corporation.

     2. Special Meetings of Shareholders.  Only such business shall be conducted
at a special  meeting  of  shareholders  as shall have been  brought  before the
meeting pursuant to the Corporation's notice of meeting.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
shareholders at which directors are to be elected pursuant to the  Corporation's
notice of meeting (a) by or at the  direction  of the Board of  Directors or (b)
provided  that the Board of Directors has  determined  that  directors  shall be
elected  at  such  meeting,  by  any  shareholder  of the  Corporation  who is a
shareholder  of record at the time of  giving  of  notice  provided  for in this
Bylaw,  who shall be entitled to vote at the meeting and who  complies  with the
notice  procedures set forth in this Bylaw. In the event the Corporation calls a
special  meeting  of  shareholders  for  the  purpose  of  electing  one or more
directors to the Board of Directors,  any such shareholder may nominate a person
or persons (as the case may be), for election to such  position(s)  as specified
in the Corporation's  notice of meeting, if the shareholder's notice required by
paragraph  1(b) of  this  Bylaw  shall  be  delivered  to the  Secretary  at the
principal  executive  offices of the  Corporation  not earlier than the close of
business  on the 90th day prior to such  special  meeting and not later than the
close of business on the later of the 60th day prior to such special  meeting or
the 10th day following the day on which public announcement is first made of the
date of the  special  meeting  and of the  nominees  proposed  by the  Board  of
Directors  to  be  elected  at  such  meeting.  In no  event  shall  the  public
announcement of an adjournment of a special  meeting  commence a new time period
for the giving of a shareholder's notice as described above.

     3. General.

     (a) Only such persons who are nominated in accordance  with the  procedures
set forth in this Bylaw shall be eligible  to serve as  directors  and only such
business  shall be  conducted  at a meeting of  shareholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Bylaw.  Except as otherwise  provided by law, the Articles of  Incorporation  or
these  Bylaws,  the  Chairman  of the  meeting  shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting  was  made or  proposed,  as the  case may be,  in  accordance  with the
procedures  set forth in this Bylaw and, if any proposed  nomination or business
is not in compliance with this Bylaw, to declare that such defective proposal or
nomination shall be disregarded.

     (b) For purposes of this Bylaw, "public announcement" shall mean disclosure
in a press release  reported by the Dow Jones News Service,  Associated Press or
comparable  national  news  service  or in a  document  publicly  filed  by  the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     (c) Notwithstanding  the foregoing  provisions of this Bylaw, a shareholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder with respect to the matters set forth in this
Bylaw.  Nothing  in this  Bylaw  shall be  deemed to affect  any  rights  (i) of
shareholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement  pursuant to Rule 14a-8 under the  Exchange Act or (ii) of the holders
of any class or series of Preferred  Stock to elect  directors  under  specified
circumstances.

     G.  Inspectors  of Elections;  Opening and Closing the Polls.  The Board of
Directors by resolution shall appoint one or more inspectors, which inspector or
inspectors  may  include   individuals   who  serve  the  Corporation  in  other
capacities,  including,  without limitation, as officers,  employees,  agents or
representatives,  to act at the  meetings  of  shareholders  and make a  written
report thereof. One or more persons may be designated as alternate inspectors to
replace any  inspector  who fails to act. If no inspector or alternate  has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before  discharging  his or her duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according  to the best of his  ability.  The  inspectors  shall  have the duties
prescribed by law.

     The Chairman of the meeting  shall fix and announce at the meeting the date
and time of the  opening and the closing of the polls for each matter upon which
the shareholders will vote at a meeting.


                                   ARTICLE III

                               Board of Directors

     A. Regular  Meetings.  A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw promptly after,  and at the same place
as,  the  Annual  Meeting  of  Shareholders.  The  Board of  Directors  may,  by
resolution,  provide  the time and place for the holding of  additional  regular
meetings without other notice than such resolution.

     B. Special  Meetings.  Special  meetings of the Board of Directors shall be
called at the request of the Chairman of the Board,  the President or a majority
of the Board of Directors  then in office.  The person or persons  authorized to
call special  meetings of the Board of  Directors  may fix the place and time of
the meetings.

     C. Notice.  Notice of any special  meeting of  directors  shall be given to
each  director  at his  business  or  residence  in  writing  by hand  delivery,
first-class  or  overnight  mail  or  courier  service,  telegram  or  facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mail so
addressed,  with  postage  thereon  prepaid,  at least five (5) days before such
meeting. If by telegram, overnight mail or courier service, such notice shall be
deemed  adequately  delivered  when the telegram is  delivered to the  telegraph
company or the notice is  delivered  to the  overnight  mail or courier  service
company at least  twenty-four  (24) hours before such  meeting.  If by facsimile
transmission,  such notice shall be deemed adequately  delivered when the notice
is transmitted  at least twelve (12) hours before such meeting.  If by telephone
or by hand delivery,  the notice shall be given at least twelve (12) hours prior
to the time set for the meeting.  Neither the business to be transacted  at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting,  except for amendments to these Bylaws,
as provided  under  Article VIII of these  Bylaws.  A meeting may be held at any
time  without  notice if all the  directors  are present or if those not present
waive  notice of the  meeting in  accordance  with  paragraph D of Article VI of
these Bylaws.

     D.  Action  by  Consent  of Board of  Directors.  Any  action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  thereof may be taken without a meeting if all members of the Board or
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 or committee.

     E. Conference Telephone Meetings. Members of the Board of Directors, or any
committee  thereof,  may  participate  in a meeting of the Board of Directors or
such  committee  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  in a meeting shall  constitute  presence in
person at such meeting.

     F.  Quorum.  Subject  to the  provisions  of Article V of the  Articles  of
Incorporation  relating to newly created  directorships  and vacancies,  a whole
number  of  directors  equal to at  least a  majority  of the  total  number  of
directors  which the  Corporation  would  have if there were no  vacancies  (the
"Whole Board") shall constitute a quorum for the transaction of business, but if
at any  meeting  of the  Board of  Directors  there  shall be less than a quorum
present,  a majority of the directors  present may adjourn the meeting from time
to time without further notice. The act of the majority of the directors present
at a  meeting  at which a quorum  is  present  shall be the act of the  Board of
Directors.  The directors  present at a duly  organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
directors to leave less than a quorum.

     G.  Executive  and  Other  Committees.  The  Board  of  Directors  may,  by
resolution  adopted by a majority of the Whole  Board,  designate  an  Executive
Committee to exercise,  subject to applicable  provisions of law, all the powers
of the Board in the  management  of the business and affairs of the  Corporation
when the Board is not in  session  and may,  by  resolution  similarly  adopted,
designate one or more other  committees.  The Executive  Committee and each such
other committee shall consist of two or more directors of the  Corporation.  The
Board may designate one or more directors as alternate members of any committee,
who may  replace  any  absent  or  disqualified  member  at any  meeting  of the
committee. Any such committee, other than the Executive Committee (the powers of
which are  expressly  provided for herein),  may to the extent  permitted by law
exercise such powers and shall have such  responsibilities as shall be specified
in the designating resolution.  In the absence or disqualification of any member
of such committee or committees,  the member or members  thereof  present at any
meeting and not disqualified from voting,  whether or not constituting a quorum,
may unanimously appoint another member of the Board to act at the meeting in the
place of any such  absent or  disqualified  member.  Each  committee  shall keep
written  minutes of its  proceedings  and shall report such  proceedings  to the
Board when required.

     A majority of any  committee  may determine its action and fix the time and
place of its meetings,  unless the Board shall otherwise provide. Notice of such
meetings  shall be given to each member of the committee in the manner  provided
for in  Paragraph C of this  Article.  The Board shall have power at any time to
fill  vacancies  in, to  change  the  membership  of,  or to  dissolve  any such
committee.  Nothing herein shall be deemed to prevent the Board from  appointing
one or more  committees  consisting  in whole or in part of persons  who are not
directors of the Corporation;  provided,  however,  that no such committee shall
have or may exercise any authority of the Board.

     H.  Records.  The  Board  of  Directors  shall  cause  to be kept a  record
containing  the minutes of the  proceedings  of the meetings of the Board and of
the  shareholders,  appropriate  stock  books and  registers  and such  books of
records and accounts as may be necessary for the proper  conduct of the business
of the Corporation.


                                   ARTICLE IV

                                    Officers

     A. Elected  Officers.  The elected  officers of the Corporation  shall be a
Chairman of the Board,  a President,  a Secretary,  a Treasurer,  and such other
officers  (including,  without  limitation,  a Chief Accounting  Officer) as the
Board of Directors from time to time may deem proper.  The Chairman of the Board
shall be chosen from among the directors.  All officers  elected by the Board of
Directors  shall each have such powers and duties as generally  pertain to their
respective offices,  subject to the specific provisions of this Article IV. Such
officers  shall  also have such  powers  and  duties as from time to time may be
conferred by the Board of Directors or by any  committee  thereof.  The Board or
any committee  thereof may from time to time elect, or the Chairman of the Board
or the President may appoint,  such other  officers  (including one or more Vice
Presidents,   Assistant  Vice  Presidents,   Assistant  Secretaries,   Assistant
Treasurers,  and Assistant  Controllers) and such agents, as may be necessary or
desirable  for the  conduct  of the  business  of the  Corporation.  Such  other
officers and agents shall have such duties and shall hold their offices for such
terms as shall be provided in these Bylaws or as may be  prescribed by the Board
or such committee or by the Chairman of the Board or the President,  as the case
may be.

     B.  Election and Term of Office.  The elected  officers of the  Corporation
shall be elected  annually by the Board of Directors  at the regular  meeting of
the Board of Directors held after the annual meeting of the shareholders. If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as convenient.  Each officer shall hold office until his
successor  shall have been duly  elected and shall have  qualified  or until his
death or until he shall  resign,  but any officer may be removed  from office at
any time by the affirmative  vote of a majority of the Whole Board or, except in
the case of an officer or agent elected by the Board or a committee thereof,  by
the  Chairman  of the Board or the  President.  Such  removal  shall be  without
prejudice to the contractual rights, if any, of the person so removed.

     C.  Chairman of the Board.  The Chairman of the Board shall  preside at all
meetings of the shareholders and of the Board of Directors.  The Chairman of the
Board shall perform all duties incidental to his office which may be required by
law and all such other  duties as are  properly  required of him by the Board of
Directors. He shall make reports to the Board of Directors and the shareholders,
and shall see that all orders and  resolutions  of the Board of Directors and of
any  committee  thereof are carried into  effect.  The Chairman of the Board may
also serve in other offices of the Corporation if so elected by the Board.

     D. President.  The President shall act in a general executive  capacity and
shall be responsible  for the management of the affairs of the  Corporation  and
shall  perform all duties  incidental to his office which may be required by law
and all such  other  duties  as are  properly  required  of him by the  Board of
Directors.  The  President  shall,  in the  absence or  inability  to act of the
Chairman  of the  Board,  perform  all duties of the  Chairman  of the Board and
preside at all meetings of shareholders and the Board of Directors.

     E. Vice  Presidents.  Each Vice President  shall have such powers and shall
perform such duties as shall be assigned by the Board of Directors, the Chairman
of the Board or the President.

     F. Chief Financial Officer. The Chief Financial Officer (if any) shall be a
Vice President and act in an executive financial  capacity.  He shall assist the
Chairman  of the Board  and the  President  in the  general  supervision  of the
Corporation's financial policies and affairs.
 
     G. Treasurer.  The Treasurer shall exercise  general  supervision  over the
receipt,  custody and disbursement of corporate funds. The Treasurer shall cause
the funds of the  Corporation to be deposited in such banks as may be authorized
by the Board of Directors, or in such banks as may be designated as depositories
in the manner  provided by resolution  of the Board of Directors.  He shall have
such further powers and duties and shall be subject to such directions as may be
granted or  imposed  upon him from time to time by the Board of  Directors,  the
Chairman of the Board or the President.

     H.  Secretary.  The Secretary shall keep or cause to be kept in one or more
books provided for that purpose,  the minutes of all meetings of the Board,  the
committees of the Board and the shareholders;  he shall see that all notices are
duly given in accordance  with the provisions of these Bylaws and as required by
law; he shall be  custodian of the records and the seal of the  Corporation  and
affix and attest the seal to all stock  certificates of the Corporation  (unless
the  seal of the  Corporation  on such  certificates  shall be a  facsimile,  as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation  under its seal; and he shall see that the
books,  reports,  statements,  certificates  and  other  documents  and  records
required  by law to be kept  and  filed  are  properly  kept and  filed;  and in
general, he shall perform all the duties incident to the office of Secretary and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors, the Chairman of the Board or the President.

     I.  Removal.  Any  officer  elected,  or agent  appointed,  by the Board of
Directors  may be removed  by the  affirmative  vote of a majority  of the Whole
Board whenever,  in their judgment,  the best interests of the Corporation would
be served  thereby.  Any officer or agent appointed by the Chairman of the Board
or the  President  may be removed by him  whenever,  in his  judgment,  the best
interests of the Corporation  would be served thereby.  No elected officer shall
have any contractual  rights against the Corporation for  compensation by virtue
of such election  beyond the date of the election of his  successor,  his death,
his  resignation or his removal,  whichever  event shall first occur,  except as
otherwise  provided in an  employment  contract  or under an  employee  deferred
compensation plan.

     J.  Vacancies.  A newly created elected office and a vacancy in any elected
office because of death,  resignation,  or removal may be filled by the Board of
Directors for the  unexpired  portion of the term at any meeting of the Board of
Directors.  Any vacancy in an office  appointed  by the Chairman of the Board or
the  President  because of death,  resignation,  or removal may be filled by the
Board of Directors, the Chairman of the Board or the President.


                                    ARTICLE V

                        Stock Certificates and Transfers

     A. Stock  Certificates  and Transfers.  The interest of each shareholder of
the Corporation  shall be evidenced by certificates  for shares of stock in such
form as the  appropriate  officers  of the  Corporation  may  from  time to time
prescribe.  The shares of the stock of the  Corporation  shall be transferred on
the books of the Corporation by the holder thereof in person or by his attorney,
upon surrender for  cancellation of certificates for at least the same number of
shares,  with an assignment and power of transfer  endorsed  thereon or attached
thereto, duly executed,  with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require.

     The certificates of stock shall be signed,  countersigned and registered in
such  manner  as the  Board of  Directors  may by  resolution  prescribe,  which
resolution may permit all or any of the signatures on such certificates to be in
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose  facsimile  signature has been placed upon a certificate  has 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.

     B. Lost,  Stolen or Destroyed  Certificates.  No certificate  for shares of
stock in the Corporation shall be issued in place of any certificate  alleged to
have been lost,  destroyed or stolen,  except on  production of such evidence of
such loss,  destruction or theft and on delivery to the Corporation of a bond of
indemnity  in such amount,  upon such terms and secured by such  surety,  as the
Board  of  Directors  or any  financial  officer  may  in its or his  discretion
require.

                                   ARTICLE VI

                            Miscellaneous Provisions

     A. Fiscal Year. The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December of each year.

     B. Dividends. The Board of Directors may from time to time declare, and the
Corporation may pay,  dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and the Articles of Incorporation.

     C. Seal. The corporate  seal shall have inscribed  thereon the word "Seal,"
the year of  incorporation  and around the margin  thereof  the words "Open Plan
Systems, Inc."

     D.  Waiver of Notice.  Whenever  any notice is  required to be given to any
shareholder or director of the Corporation  under the provisions of the Virginia
Stock  Corporation Act or these Bylaws,  a waiver thereof in writing,  signed by
the person or persons entitled to such notice,  whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither
the  business  to be  transacted  at, nor the  purpose of, any annual or special
meeting of the shareholders or the Board of Directors or committee  thereof need
be specified in any waiver of notice of such meeting.

     E. Audits.  The  accounts,  books and records of the  Corporation  shall be
audited  upon the  conclusion  of each fiscal year by an  independent  certified
public accountant  selected by the Board of Directors,  and it shall be the duty
of the Board of Directors to cause such audit to be done annually.

     F. Resignations. Any director or any officer, whether elected or appointed,
may  resign at any time by giving  written  notice  of such  resignation  to the
Chairman of the Board,  the  President or the  Secretary,  and such  resignation
shall be deemed to be  effective  as of the close of  business  on the date said
notice is received by the Chairman of the Board, the President or the Secretary,
or at such  later  time as is  specified  therein.  No  formal  action  shall be
required  of the  Board  of  Directors  or the  shareholders  to make  any  such
resignation effective.

     G. Use of Masculine.  Whenever a masculine term is used in these Bylaws, it
shall be deemed to include the feminine.


                                  ARTICLE VII

                            Contracts, Proxies, Etc.

     A.  Contracts.  Except  as  otherwise  required  by law,  the  Articles  of
Incorporation  or  these  Bylaws,  any  contracts  or other  instruments  may be
executed and delivered in the name and on the behalf of the  Corporation by such
officer or officers of the  Corporation  as the Board of Directors may from time
to time direct.  Such authority may be general or confined to specific instances
as the Board may determine. The Chairman of the Board, the President or any Vice
President may execute bonds,  contracts,  deeds, leases and other instruments to
be  made  or  executed  for or on  behalf  of the  Corporation.  Subject  to any
restrictions  imposed by the Board of Directors,  the Chairman of the Board, the
President or any Vice  President  of the  Corporation  may delegate  contractual
powers to others under his jurisdiction, it being understood,  however, that any
such delegation of power shall not relieve such officer of  responsibility  with
respect to the exercise of such delegated power.

     B. Proxies. Unless otherwise provided by resolution adopted by the Board of
Directors,  the Chairman of the Board,  the President or any Vice  President may
from time to time  appoint an  attorney or  attorneys  or agent or agents of the
Corporation,  in the name and on  behalf of the  Corporation,  to cast the votes
which the  Corporation  may be  entitled to cast as the holder of stock or other
securities 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,  in the name of
the Corporation as such holder, to any action by such other corporation, and may
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving  such  consent,  and may  execute or cause to be executed in the
name and on behalf 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.


                                  ARTICLE VIII

                                   Amendments

     Subject to the  provisions of the Articles of  Incorporation,  these Bylaws
may be altered, amended, or repealed at any meeting of the Board of Directors or
of the  shareholders,  provided  notice of the proposed  change was given in the
notice of the meeting  and, in the case of a meeting of the Board of  Directors,
in a notice given not less than two days prior to the meeting.