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                                    BY-LAWS

                                      OF

                             P&F INDUSTRIES, INC.

                                  ARTICLE I.
                                    OFFICES

                  SECTION 1. Principal Office. The registered office of P&F
Industries, Inc. (the "corporation") shall be located in such place as may be
provided from time to time in the Certificate of Incorporation.

                  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 or as the business of
the corporation may require.

                                  ARTICLE II.
                                 STOCKHOLDERS

                  SECTION 1. Annual Meetings. The annual meeting of the
stockholders of the corporation shall be held at such place, within or without
the State of Delaware, on such date and at such time as may be determined by
the board of directors and as shall be designated in the notice of said
meeting.

                  SECTION 2. Special Meetings. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be held at any place,
within or without the State of Delaware, and may be called by resolution of
the board of directors, or by the Chairman or the President.

                  SECTION 3. Notice and Purpose of Meetings. Written or
printed notice of the meeting stating the place, day and hour of the meeting
and, in case of a special meeting, stating the purpose or purposes for which
the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the Chairman or the President to each stockholder of
record entitled to vote at such meeting.

                  SECTION 4. Quorum. The holders of a majority of the shares
of capital stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders 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 


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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 notified.

                  SECTION 5. Order of Business. At each meeting of the
stockholders, the Chairman of the Board, or, in the absence of the Chairman of
the Board, the President, shall act as chairman. The order of business at each
meeting shall be as determined by the chairman of the meeting. The chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the
affairs of the corporation, restrictions on entry to such meeting after the
time prescribed for the commencement thereof, and the opening and closing of
the voting polls.

                  At any annual meeting of stockholders, only such business
shall be conducted as shall have been brought before the annual meeting (i) by
or at the direction of the chairman of the meeting or (ii) by any stockholder
who complies with the procedures set forth in this Section 5.

                  For business properly to be brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
proper written form 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 more than 180 days nor less
than 120 days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual
meeting. To be in proper form, a stockholder's notice to the Secretary shall
set forth in writing as to each matter the stockholder proposes to bring the
annual meeting the following information: (i) a description of the business
desired to be brought before the annual meeting, consisting of 500 or fewer
words conforming to the requirements of Schedule 14A of the Regulations of the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Regulations"); (ii) the reasons for conducting such
business at the annual meeting; (iii) the name and address, as they appear on
the corporations books, of the stockholder proposing such business; (iv) the
class and number of shares of the corporation's capital stock which are
beneficially owned by the stockholder and the length of the time during which
the stockholder beneficially owned such shares; and (v) any material interest
of the stockholder in such business. Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5. The chairman of an
annual meeting shall, if the facts warrant, determine and declare

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to the annual meeting that business was not properly brought before the annual
meeting in accordance with the provisions of this Section 5 and, if he should
so determine, he shall so declare to the annual meeting and any such business
not properly brought before the annual meeting shall not be transacted.

                  SECTION 6. Voting Process. If a quorum is present or
represented the affirmative vote of a majority of the shares of stock present
or represented at the meeting shall be the act of the stockholders unless the
vote of a greater number of shares of stock is required by law, by the
Certificate of Incorporation or by these by-laws. Each outstanding share of
stock having voting power, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. A shareholder may vote
either in person or by proxy executed in writing by the stockholder or by his
duly authorized attorney-in-fact. The term, validity and enforceability of any
proxy shall be determined in accordance with the General Corporation Law of
the State of Delaware.

                                 ARTICLE III.
                                   DIRECTORS

                  SECTION 1. Powers, Number, Qualification and Term. The
property, affairs and business of the corporation shall be managed by its
board of directors, consisting of five persons. At the annual meeting held in
1976, directors shall be elected in three classes as nearly equal in number as
may be. The terms of office of the first class shall expire at the annual
meeting in 1977, and of the second and third classes at the annual meetings in
1978 and 1979 respectively. At each annual election held after 1976, directors
shall be elected for three year terms to succeed those whose terms then
expire. If a vacancy shall occur in any class the director elected to fill
that vacancy shall be elected for the remaining term of that class. The
directors shall have power at any time when a stockholders' meeting is not in
session to increase or decrease their own number by an amendment to these
By-Laws. If the number of directors be increased, the additional directors
shall be elected for such terms as shall maintain equality in the annual
classes, as nearly as may be. Vacancies created by an amendment increasing the
number of directors may be filled like other vacancies by a majority of the
directors in office at the time. If the number of directors be reduced, the
terms of the directors remaining in office need not be changed, but the terms
of the directors elected to succeed them shall be changed to the extent
necessary to maintain equality in the annual classes as nearly as may be. The
number of directors shall never be less than three. Directors need not be
stockholders.

                  SECTION 2. Quorum. A majority of the members of the board of
directors then acting, but in no event less than one-third of the number of
directors authorized nor less than two, acting at a meeting duly assembled,
shall constitute a

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quorum for the transaction of business, but if at any meeting of the board of
directors then shall be less than a quorum present, a majority of those
present may adjourn the meeting, without further notice, from time to time
until a quorum shall have been obtained.

                  SECTION 3. Vacancies. In case one or more vacancies shall
occur in the board of directors by reason of death, resignation or otherwise,
except insofar as otherwise provided in the case of a vacancy or vacancies
occurring by reason of removal by the stockholders, the remaining directors,
although less than a quorum, may, by a majority vote, elect a successor or
successors for the unexpired term or terms.

                  SECTION 4. Place of Meetings. Meetings of the board of
directors, regular or special, may be held either within or without the State
of Delaware.

                  SECTION 5. First Meeting. The first meeting of each newly
elected board of directors shall be held immediately following and at the
place of the annual meeting of stockholders and no other notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or it may convene
at such place and time as shall be fixed by the consent in writing or the
attendance of all the directors.

                  SECTION 6. Regular Meetings. Regular meetings of the board
of directors may be held upon such notice, or without notice, and at such time
and at such place as shall from time to time be determined by the board.

                  SECTION 7. Special Meetings. Special meetings of the board
of directors may be called by the Chairman or the President or by the number
of directors who then legally constitute a quorum. Notice of each special
meeting shall, if mailed, be addressed to each director at his last known
address at least four (4) days prior to the date on which the meeting is to be
held; or such notice shall be sent to each director at such address by
telegram, telex, or facsimile, or be delivered to him personally, not later
than one full day before the date on which such meeting is to be held.

                  SECTION 8. Notice; Waiver. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. 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 or waiver of
notice of such meeting.

                  SECTION 9. Quorum. One-third of the directors then in office
shall constitute a quorum for the transaction of

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business unless a greater number is required by law, by the Certificate of
incorporation or by these by-laws. If a quorum shall not be present at any
meeting 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 10. Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof. In addition, meetings of the board may be held by means of
conference telephone as permitted by the General Corporation Law of the State
of Delaware.

                  SECTION 11. Action. Except as otherwise provided by law or
in the Certificate of Incorporation or these by-laws, if a quorum is present
the affirmative vote of a majority of the members of the board of directors
present will be required for any action.

                  SECTION 12. Removal of Directors. Subject to any contrary
provisions of law, a director may be removed only for cause, either by
affirmative vote of the holders of a majority of the outstanding shares of
stock entitled to vote for the election of directors or by affirmative vote of
at least two thirds of the remaining members of the board. A finding of cause
shall be made only upon notice to the director to be removed and opportunity
to respond to evidence that the director is unfit to serve.

                  SECTION 13. Nominations. Subject to the rights of the
holders of any class or series of stock having a preference over the Class A
common stock as to dividends or upon liquidation, nominations for the election
of directors may be made by the board of directors or by any stockholder
entitled to vote for the election of directors. Any stockholder entitled to
vote for the election of directors at a meeting may nominate persons for
election as directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
not more than 180 nor less than 120 days in advance of the date of the
corporation's proxy statement released to stockholders in connection with the
previous year's annual meeting; and (ii) with respect to an election to be
held at a special meeting of stockholders for the election of directors, the
close of business on the seventh day following the date on which notice of
such meeting is first given to stockholders. Each such notice shall set forth:
(a) the name and address as they appear in the corporation's books of the
stockholder who intends to make the nomination; (b) the name and address of
the person or persons to be nominated; (c) a representation of the stockholder
listing the 

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class and number of shares of stock of the corporation beneficially held by
him or her and that he or she intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (d) a
description of all arrangements or understandings between the stockholder 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; (e) 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 Schedule 14A of the Regulations had each nominee
been nominated, or intended to be nominated, by the board of directors; and
(f) the consent of each nominee to serve as a director of the corporation if
so elected. The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.


                                  ARTICLE IV.
                                  COMMITTEES

                  SECTION 1. Executive Committee. The board may, by resolution
adopted by a majority of the whole board, designate one or more of its members
to constitute members or alternate members of an Executive Committee.

                  SECTION 2. Powers and Authority of Executive Committee. The
Executive Committee shall have and may exercise, between meetings of the
Board, all the powers and authority of the Board in the management of the
business and affairs of the Company, including the right to authorize the
purchase of stock, except that the Executive Committee shall not have such
power or authority in reference to amending the Certificate of Incorporation;
adopting an agreement of merger or consolidation; recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets; recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, amending the
By-laws of the corporation authorizing the declaration of a dividend or
electing or removing officers provided for in these By-laws.

                  SECTION 3. Other Committees. The Board may, by resolution
adopted by a majority of the whole Board, designate one or more other
committees, each of which shall, except as otherwise prescribed by law, have
such authority of the Board as shall be specified in the resolution of the
Board designating such committee. A majority of all the members of such
committee may determine its action and fix the time and place of its meeting,
unless the Board shall otherwise provide. The Board shall have the power at
any time to change the membership of, to fill all vacancies in and to
discharge any such committee, either with or without cause.

                  SECTION 4. Procedure; Meetings; Quorum. Regular meetings of
the Executive Committee or any other committee of the

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Board, of which no notice shall be necessary, may be held at such times and
places as shall be fixed by resolution adopted by a majority of the members
thereof. Special meetings of the Executive Committee or any other committee of
the Board shall be called at the request of the Chairman or a majority of
members thereof. So far as applicable, the provisions of Article III of these
By-laws relating to notice, quorum and voting requirements applicable to
meetings of the Board shall govern meetings of the Executive Committee or any
other committee of the Board. The Executive Committee and each other committee
of the Board shall keep written minutes of its proceedings and circulate
summaries of such written minutes to the Board before or at the next meeting
of the Board.

                                  ARTICLE V.
                                   OFFICERS

                  SECTION 1. Number. The board of directors at its first
meeting after each annual meeting of stockholders shall choose a Chairman, a
President, a Secretary and a Treasurer, none of whom need be a member of the
board. The board of directors way also choose one or more Executive Vice
Presidents, one or more vice presidents, assistant secretaries and assistant
treasurers. The board of directors may appoint such other officers and agents
as it shall deem necessary, 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 Two or more offices may be held by the
same person.

                  SECTION 2. Compensation. The salaries or other compensation
of all officers of the corporation shall be fixed by the board of directors.
No officer shall be prevented from receiving a salary or other compensation by
reason of the fact that he is also a director.

                  SECTION 3. Term; Removal; Vacancy. The officers of the
corporation shall hold office until their successors are chosen and qualify.
Any officer may be removed at any time, with or without cause, by the
Affirmative vote of a majority of the whole board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

                  SECTION 4. Chairman. The Chairman shall, if one be elected,
preside at all meetings of the board of directors and shall be the chief
executive officer of the corporation.

                  SECTION 5. President. The President shall be the chief
operating officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors in the absence of the Chairman, shall
have general supervision over the business of the corporation and shall see
that all directions and resolutions of the board of directors are carried into
affect.

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                  SECTION 6. Executive Vice President. The Executive Vice
President shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe. If there shall be more than one Executive Vice President, the
Executive Vice Presidents shall perform such duties and exercise such powers
in the absence or disability of the President, in the order determined by the
board of directors. The vice presidents shall in the absence or disability of
the President and of the Executive Vice Presidents, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe. If there shall be more than one vice president, the vice presidents
shall perform such duties and exercise such powers in the absence or
disability of the President and of the Executive Vice President, in the order
determined by the board of directors.

                  SECTION 7. Secretary. The Secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose. He 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 board of directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and
he, or an assistant secretary, shall have the authority to affix the same to
an instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of 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.

                  SECTION 8. Assistant Secretary. The assistant secretary, if
there shall be one, or if there shall be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such
powers as the board of directors may from time to time prescribe.

                  SECTION 9. 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 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. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the Chairman, the President and the board
of directors, at its

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regular meetings, or when the board of directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
corporation.

                  SECTION 10. Assistant Treasurer. The assistant treasurer, if
there shall be one, or, if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                                  ARTICLE VI.
                                 CAPITAL STOCK

                  SECTION 1. Form. The shares of the capital stock of the
corporation shall be represented by certificates in such form as shall be
approved by the board of directors and shall be signed by the Chairman, the
President, an Executive Vice President or a vice president, and by the
Treasurer or an assistant treasurer or the Secretary or an assistant secretary
of the corporation manually or by facsimile, and may be sealed with the seal
of the corporation or a facsimile thereof.

                  SECTION 2. Lost and Destroyed 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 or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and
may require such indemnities as it deems adequate, to protect the corporation
from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.

                  SECTION 3. Transfer of Shares. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate cancelled and
the transaction recorded upon the books of the corporation.

                                 ARTICLE VII.
                                INDEMNIFICATION

                  SECTION 1. (a) The corporation shall indemnify, subject to
the requirements of subsection (d) of this Section, any person 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,

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officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust 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
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                  (b) The corporation shall indemnify, subject to the
requirements of subsection (d) of this Section, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust 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 good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and 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 of the State of
Delaware 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 of the
State of Delaware or such other court shall deem proper.

                  (c) To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of this Section, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  (d) Any indemnification under subsections (a) and (b) of
this Section (unless ordered by a court) shall be made by the

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corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsections (a) and (b) of this Section. Such determination shall be made
(1) 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 (2) 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 (3) by the stockholders.

                  (e) Expenses incurred by a director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding may 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
Section. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

                  (f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section shall not
limit the corporation from providing any other indemnification or advancement
of expenses permitted by law nor shall they be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

                  (g) The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section.

                  (h) For the purposes of this Section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees or agents, so that any person who in or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as

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a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

                  (i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; 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, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to any 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 Section.

                  (j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall, unless otherwise provided when
authorized or ratified by the board of directors, continue as to a person who
has ceased to be a director, officer, employee or agent of the corporation and
shall inure to the benefit of the heirs executors and administrators of such a
person.

                  (k) For purposes of this Article the term "corporation"
shall include wholly-owned subsidiaries of the corporation.

                                 ARTICLE VIII.
                              GENERAL PROVISIONS

                  SECTION 1. Checks. 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 2. Fiscal Year. The fiscal year of the corporation
shall be determined, and may be changed, by resolution of the board of
directors.

                  SECTION 3. 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 in any manner reproduced.

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                                  ARTICLE IX.
                                  AMENDMENTS

                  SECTION 1. These by-laws may be altered, amended,
supplemented or repealed or new by-laws may be adopted by a resolution adopted
by a majority of the whole board of directors at any regular or special
meeting of the board.


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