CERTIFICATE OF SECRETARY
                            ------------------------

1.   That  I  am  the  duly  elected  and  acting  Secretary  of  Ugly  Duckling
     Corporation, a Delaware corporation; and
2.   That the  attached  By-Laws  constitute  the  By-Laws  of said  Corporation
     effective March 4, 2002, pursuant to Section 2.05 of the Agreement and Plan
     of Merger  between  Ugly  Duckling  Corporation,  UDC Holdings  Corp.,  UDC
     Acquisition  Corp.,  Ernest C.  Garcia II and  Gregory  B.  Sullivan  dated
     December 10, 2001.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this ____ day of
July, 2002.

                                                -----------------------------
                                                Jon D. Ehlinger
                                                Secretary


<PAGE>


                                     BY-LAWS

                                       OF

                            UGLY DUCKLING CORPORATION

                               (the "Corporation")


ARTICLE 1

                                     OFFICES

     Section 1.1 Registered  Office.  The registered  office of the  Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 1.2 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 or the officers may from time to time determine.

                                   ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section  2.1  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 2.2 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,  at which
meetings the  stockholders  shall elect by a plurality vote members of the Board
of Directors in the class whose term shall  expire at such annual  meeting,  and
transact  such other  business as may  properly be brought  before 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 nor more than sixty days before the date of the meeting.

     Section 2.3 Special Meetings.  Unless otherwise prescribed by law or by the
Certificate of Incorporation,  special meetings of stockholders, for any purpose
or purposes, may be called by either the Chairman, the President, or the holders
of 10% or more of the issued and outstanding shares of capital stock entitled to
vote  thereat  and shall be called by either  such  officer  at the  request  in
writing of a majority of the Board of  Directors.  Such request  shall state the
purpose or purposes of the proposed meeting. Written notice of a special meeting
stating the place,  date and hour of the meeting and the purpose or purposes for

<PAGE>

which the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at such
meeting.

     Section  2.4  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 thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the  adjourned  meeting  shall be given not less than ten nor more than sixty
days before the date of the adjourned  meeting to each  stockholder  entitled to
vote at the meeting.

     Section 2.5 Voting.  Unless  otherwise  required by law, the Certificate of
Incorporation  or these  By-Laws,  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. 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 such officer's  discretion,  may require that any
votes cast at such meeting shall be cast by written ballot.

     Section  2.6 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 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 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 2.7 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 2.6 or the books of the Corporation,  or to
vote in  person  or by proxy at any  meeting  of  stockholders.  Any good  faith
decision  in regard to such  matters by the officer of the  Corporation  who has

<PAGE>

charge of the stock ledger of the Corporation,  which may be the Secretary,  any
Assistant Secretary or any other appropriate  officer of the Corporation,  shall
be final.

     Section 2.8  Nomination  of  Directors.  Only persons who are  nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors of the  Corporation.  Nominations of persons for election to the Board
of Directors may be made at any annual meeting of stockholders  (a) by or at the
direction of the Board of Directors (or any duly authorized  committee  thereof)
or (b) by any  stockholder of the Corporation (i) who is a stockholder of record
on the date of the giving of the notice  provided for in this Section 2.8 and on
the record date for the  determination of stockholders  entitled to vote at such
annual  meeting and (ii) who complies  with the notice  procedures  set forth in
this Section 2.8.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation, as prescribed below.

     No person shall be elected to the Board of Directors of this Corporation at
an annual meeting of the  stockholders,  or at a special meeting called for that
purpose,  unless,  with respect to a person  nominated by a  stockholder  of the
Corporation,  a written  notice of nomination of such person by the  stockholder
shall have been  received by the  Secretary of the  Corporation  at least ninety
(90) days prior to the  anniversary  date of the  immediately  preceding  annual
meeting if an annual  meeting,  or seven (7) days after notice of the meeting is
mailed to stockholders if a special  meeting.  Each such notice shall set forth:
(a) the name and address of the  stockholder  who intends to make the nomination
and of the person or  persons to be  nominated;  (b) a  representation  that the
stockholder is a holder of record of stock of the  Corporation  entitled to vote
at such  meeting  (including  the  number of shares of stock of the  Corporation
owned beneficially or of record by such stockholder and the nominee or nominees)
and  intends  to appear in person or by proxy at the  meeting  to  nominate  the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the stockholders and each nominee and any other person
or persons  (naming such person or persons)  pursuant to which the nomination or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such stockholder as would have been required
to be included  in a proxy  statement  filed  pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated,  or intended
to be nominated, by the Board of Directors;  and (e) the consent of each nominee
to serve as a director of the Corporation if so elected.

     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
2.8. If the Chairman of the meeting determines that a nomination was not made in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

     Notwithstanding  compliance  with the  foregoing  provisions,  the Board of
Directors  shall not be obligated to include  information as to any  stockholder
nominee  for  director in any proxy  statement  or other  communication  sent to
stockholders.
<PAGE>

     Section 2.9 Business at Annual  Meetings.  No business may be transacted at
an annual  meeting  of  stockholders,  other  than  business  that is either (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction  of the  Board of  Directors  (or any duly  authorized  committee
thereof),  (b) otherwise properly brought before the annual meeting by or at the
direction of the Board of Directors (or any duly authorized  committee  thereof)
or (c) otherwise  properly  brought before the annual meeting by any stockholder
of the  Corporation (i) who is a stockholder of record on the date of the giving
of the notice  provided  for in this  Section 2.9 and on the record date for the
determination  of stockholders  entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section 2.9.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and  received at the  principal  executive  offices of the Company not
less  than  sixty  (60)  days  nor  more  than  ninety  (90)  days  prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
notice by the  stockholder  in order to be timely must be so received  not later
than the close of  business  on the tenth day  following  the day on which  such
notice of the date of the annual meeting was mailed or such public disclosure of
the date of the annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such 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 such stockholder,  (iii) the class
or series  and  number of shares of capital  stock of the  Corporation  that are
owned  beneficially or of record by such stockholder,  (iv) a description of all
arrangements or understandings  between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder  and any  material  interest  of such  stockholder  in such
business and (v) a  representation  that such  stockholder  intends to appear in
person or by proxy at the  annual  meeting  to bring  such  business  before the
meeting.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section  2.9,  provided,  however,  that,  once  business has been
properly  brought before the annual meeting in accordance with such  procedures,
nothing  in this  Section  2.9  shall be deemed to  preclude  discussion  by any
stockholder  of  any  such  business.  If  the  Chairman  of an  annual  meeting

<PAGE>

determines  that business was not properly  brought before the annual meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

                                    ARTICLE 3

                                    DIRECTORS

     Section 3.1 Duties and Powers.  The business and affairs of the Corporation
shall be managed and controlled by a Board of Directors,  which may exercise all
such powers of the Corporation and do all such lawful acts and things as 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  3.2  Number.  The first Board of  Directors  shall  consist of the
persons named in the Certificate of Incorporation.  Thereafter,  the Board shall
consist  of not less than one (1) nor more than nine (9)  members.  The Board of
Directors  will have the power to  increase  or  decrease  its size  within  the
aforesaid  limits and to fill any  vacancies  that may occur in its  membership,
whether resulting from an increase in the size of the Board or otherwise.

     Section  3.3  Election  of  Directors.  Directors  shall  be  elected  by a
plurality of the votes cast at annual meetings of stockholders. Any director may
resign  at any  time  upon  notice  to the  Corporation.  Directors  need not be
stockholders. Each director elected shall hold office until his or her successor
is duly elected and qualified.

     Section 3.4 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 or the President or by a majority of the directors  then in office.
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  hours before the date of
the meeting,  by telephone,  facsimile or telegram on twenty-four hours' notice,
or on such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

     Section 3.5 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 3.6 Actions of Board.  Unless otherwise provided by the Certificate
of Incorporation or these By-Laws,  any action required or permitted to be taken
at any  meeting of the Board of  Directors  or of any  committee  thereof may be

<PAGE>

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 3.7 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 3.6 shall  constitute
presence in person at such meeting.

     Section 3.8 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.  A majority of the members of a committee,  including  any
alternate members,  shall constitute a quorum of such committee.  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 3.9 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 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.  In addition,  the Board of Directors may adopt one or more
director compensation plans using securities of the Corporation.

     Section 3.10 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 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
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or  transaction,  or solely because such director's vote
is counted  for such  purpose if (i) the  material  facts as to such  director's

<PAGE>

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
such  director's  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.  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.

                                    ARTICLE 4

                                    OFFICERS

     Section 4.1 General. The officers of the Corporation shall be chosen by the
Board of Directors and may include 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.  The
officers  of the  Corporation  may sign and execute  documents  on behalf of the
Corporation,  whether  requiring a seal or otherwise,  when  authorized by these
By-Laws, the Board of Directors, the Chairman or President.

     Section 4.2  Election.  The Board of  Directors  at its first  meeting held
after each  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  may 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 officers of the Corporation shall be fixed by
the Board of Directors or by a committee thereof.

     Section 4.3 Voting Securities Owned by the Corporation. Powers of attorney,
proxies,  waivers of notice of meeting,  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 Chairman,  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

<PAGE>

may own  securities  and at any such meeting  shall possess and may exercise any
and all rights and power 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 4.4 Chairman of the Board of Directors.  The Board of Directors may
elect a Chairman to serve as a general executive officer of the corporation.  If
elected, the Chairman will preside at all meetings of the Board of Directors and
be vested with such other powers and duties as the Board of  Directors  may from
time to time delegate to him or her.

     Section 4.5  President.  Unless  otherwise  specified by  resolution of the
Board of Directors,  the President shall be the chief  executive  officer of the
corporation  and,  subject  to the  control  of the  Board of  Directors,  shall
supervise and control all of the business and affairs of the corporation and the
performance  by all of its other  officers  of their  respective  duties  and in
general  shall  perform all duties  incident to the office of President and such
other duties as may be prescribed  by the Board of Directors  from time to time.
The  President  shall,  when  present,  and in the  absence of a Chairman of the
Board,  preside  at all  meetings  of the  stockholders  and  of  the  Board  of
Directors.  The  President  will be a proper  officer  to sign on  behalf of the
corporation any deed, bill of sale, assignment,  option, mortgage, pledge, note,
bond, evidence of indebtedness,  application,  consent (to service of process or
otherwise),  agreement, indenture, contract, or other instrument, except in each
such case where the signing and execution  thereof shall be expressly  delegated
by the Board of Directors  or by these Bylaws to some other  officer or agent of
the corporation, or shall be required by law to be otherwise signed or executed.
The President may represent the  corporation at any meeting of the  stockholders
or members of any other corporation, association, partnership, joint venture, or
other entity in which the corporation  then holds shares of capital stock or has
an  interest,  and may vote such  shares of capital  stock or other  interest in
person or by proxy appointed by him or her, provided that the Board of Directors
may from time to time confer the  foregoing  authority  upon any other person or
persons.

     Section  4.6 Vice  Presidents.  At the request of the  President  or in the
President's  absence or in the event of the President's  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 Board of Directors,  Chairman and/or the President from time
to time may prescribe.

     Section 4.7 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 requested or appropriate.
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

<PAGE>

such other duties as may be prescribed  by the Board of  Directors,  Chairman or
President. 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 Board of
Directors or the President may choose another officer to cause such notice to be
given. The Secretary shall have custody of the seal of the Corporation, if there
is one, and the Secretary or any Assistant  Secretary,  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 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 such
officer's  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 4.8 Treasurer. The Treasurer shall supervise the maintenance 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 other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors or Chairman. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of  Directors,  Chairman  or  President  for such
disbursements,  and shall  render to the  Chairman,  President  and the Board of
Directors,  at its regular meetings,  or when the Board of Directors or Chairman
so requires,  an account of all  transactions  as Treasurer and of the financial
condition of the Corporation.  The Treasurer shall perform such other duties and
have such powers as the Board of Directors,  Chairman and/or President from time
to time may  prescribe.  If required by the Board of Directors or Chairman,  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 or Chairman for the
faithful performance of the duties of such office and for the restoration to the
Corporation,  in case  of the  Treasurer's  death,  resignation,  retirement  or
removal from office, of all books, papers, vouchers, money and other property of
whatever  kind in the  Treasurer's  possession or under such  officer's  control
belonging to the Corporation.

     Section 4.9 Assistant Secretaries.  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 Board of Directors,  the Chairman,  the  President,  any
Vice  President,  if there be one, or the  Secretary,  and in the absence of the
Secretary or in the event of such officer's  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 4.10 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 Board of Directors,  the Chairman,  the  President,  any
Vice  President,  if there be one, or the  Treasurer,  and in the absence of the
Treasurer or in the event of such officer's  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

<PAGE>

by the Board of  Directors or Chairman,  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 or Chairman for the faithful  performance
of  the  duties  of  such  officer's  office  and  for  the  restoration  to the
Corporation, in case of the Assistant Treasurer's death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other property
of whatever kind in such officer's  possession or under such  officer's  control
belonging to the Corporation.

     Section 4.11 Other Officers.  Such other 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 Board of Directors,  Chairman, or President.  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.

                                    ARTICLE 5

                                      STOCK

     Section 5.1 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
such holder in the Corporation.

     Section 5.2  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 such person were such officer,  transfer agent or registrar at the date of
issue.

     Section 5.3 Lost  Certificates.  The Secretary 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 Secretary
may, in such officer's  discretion and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or destroyed  certificate,  or
such owner's legal  representative,  to advertise the same in such manner as the
Secretary  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 5.4 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

<PAGE>

or by such  person's  attorney  lawfully  constituted  in  writing  and upon the
surrender of the  certificate  therefor,  which shall be cancelled  before a new
certificate shall be issued.

     Section 5.5 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 be more than sixty days nor less than ten days before the
date of such  meeting,  nor more than sixty days  prior to any other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     Section  5.6  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
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 6

                                     NOTICES

     Section 6.1  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 such
person's address as it appears on the records of the  Corporation,  with postage
thereon prepaid or such notice may be given personally, by facsimile,  overnight
delivery, telegram, telex, or cable at such address. Such notice shall be deemed
to be given at the  earlier of  receipt  of such  notice or at the time when the
same shall be deposited in the United States mail or otherwise transmitted.

     Section 6.2 Waivers of Notice.  Whenever any 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, 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.
<PAGE>

                                    ARTICLE 7

                               GENERAL PROVISIONS

     Section 7.1 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 for any
proper  purpose,  and the Board of  Directors  may  modify or  abolish  any such
reserve.

     Section 7.2 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.

     Section 7.3 Fiscal Year. The fiscal year of the Corporation  shall be fixed
by resolution of the Board of Directors.


     Section 7.4 Corporate  Seal.  The  Corporation  may have a corporate  seal,
which shall have inscribed  thereon the words "Corporate  Seal". The seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise. However, nothing in these By-Laws or in the Certificate
of  Incorporation  of the Corporation  shall be construed to require a corporate
seal to be affixed to any document.

                                    ARTICLE 8

                                   AMENDMENTS

     Section 8.1 These By-Laws may be altered,  amended or repealed, in whole or
in part,  or new By-Laws may be adopted by 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.

     Section 8.2 Entire Board of Directors. As used in this Article and in these
By-Laws  generally,  the term "entire Board of Directors" means the total number
of directors which the Corporation would have if there were no vacancies.