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                       SECOND AMENDED AND RESTATED BY-LAWS


                                       OF


                          LEADING EDGE PACKAGING, INC.





                            ARTICLE I - STOCKHOLDERS


         Section 1.1. Annual Meetings. The annual meeting of the stockholders of
the Corporation shall be held for the purpose of electing Directors, at such
date, time and place, either within or without the State of Delaware, as may be
designated by resolution of the Board of Directors from time to time. Any other
proper business may be transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called at any time by (i) the holders of a
majority of the issued and outstanding shares of Series A 8% Redeemable
Preferred Stock, (ii) the Board of Directors or (iii) a committee of the Board
of Directors that has been duly designated by the Board of Directors and whose
powers and authority, as provided in a resolution of the Board of Directors,
include the power to call such meetings or as otherwise required under the
provisions of the General Corporation Law.

         Section 1.3. Place of Meetings. All meetings of stockholders shall be
held at the principal office of the Corporation, or at such other places as
shall be designated in the notices or waivers of notice of such meetings.

         Section 1.4. Notice of Meetings.

                  (a) Except as otherwise provided by law or the rules of any
         stock exchange or the Nasdaq Stock Exchange, Inc. ("Nasdaq"), whenever
         stockholders are required or permitted to take any action at a meeting,
         a written notice of the meeting shall be given that shall state the
         place, date and hour of the meeting, and the purpose or purposes for
         which it is called, shall be served either personally or by mail, not
         less than ten or more than sixty days before the meeting, upon each
         stockholder of record entitled to vote at such meeting, and to any
         other to whom the giving of notice may be required by law. Notice of a
         special meeting shall indicate that it is being issued by, or at the
         direction of, the person or persons calling the meeting. If, at any
         meeting, action is proposed to be taken that would, if taken, entitle
         stockholders to receive payment for their shares pursuant to law, the
         notice of such meeting shall include a statement of that purpose and to
         that effect. If mailed, such notice shall be deemed to be given when
         deposited in the United States mail, postage prepaid, and directed to
         each such stockholder at his address, as it appears on the records of
         the stockholders of the Corporation, unless he shall have previously
         filed with the Secretary of the Corporation a written request that
         notices intended for him be mailed to the address designated in such
         request.


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                  (b) Notice of any meeting need not be given to any person who
         may become a stockholder of record after the record date, as determined
         under Section 1.10 of these Bylaws and prior to the meeting, or to any
         stockholder who attends such meeting, in person or by proxy, or to any
         stockholder who, in person or by proxy, submits a signed waiver of
         notice either before or after such meeting.

         Section 1.5. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting in accordance with
Section 1.4.

         Section 1.6. Quorum. At all meetings of stockholders of the
Corporation, the presence at such meetings in person or by proxy of stockholders
holding of record a majority of the total number of voting rights corresponding
to shares of the Corporation then issued and outstanding and entitled to vote,
with all classes of stock considered as a single class, shall be necessary and
sufficient to constitute a quorum for the transaction of any business; provided,
however, that no quorum shall exist unless there shall be present, in person or
by proxy, holders of record of a majority of the issued and outstanding shares
of Series A 8% Redeemable Preferred Stock. In the absence of a quorum, the
stockholders may, by majority in interest of votes present with all classes of
stock considered as a single class, adjourn the meeting from time to time in the
manner provided in Section 1.5 of these By-laws until a quorum shall attend. At
any such adjourned meeting at which a quorum is present, any business may be
transacted at the adjournment thereof which could have been transacted at the
meeting as originally called if a quorum had been present. Shares of its own
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of Directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         Section 1.7. Organization. Meetings of stockholders shall be presided
over by the Chairman, if any, or in his absence, by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons, by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting by a majority in interest of
votes present with all classes of stock considered as a single class. The
Secretary shall act as secretary of the meeting, but in his absence, the
chairman of the meeting may appoint any person to act as secretary of the
meeting. The chairman of the meeting shall announce at the meeting of
stockholders the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote.

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         Section 1.8. Voting; Proxies.

                  (a) Except as otherwise provided by law or by the Certificate
         of Incorporation, any corporate action, other than the election of
         Directors to be taken by vote of the stockholders, shall be authorized
         by a majority of votes cast at a meeting of stockholders by the holders
         of shares entitled to vote thereon with all classes of stock considered
         as a single class.

                  (b) Except as otherwise provided by law or by the Certificate
         of Incorporation, each holder of record of common stock entitled to
         vote at any meeting of stockholders shall be entitled to one vote for
         each share of stock held by him which has voting power upon the matter
         in question.

                  (c) Each holder of record of preferred stock entitled to vote
         at any meeting of stockholders shall be entitled to cast such number of
         votes for each share of preferred stock held by him as is set forth in
         the Certificate of Designations governing such preferred stock.

                  (d) Each stockholder entitled to vote at a meeting of
         stockholders, or to express consent or dissent to a corporate action in
         writing without a meeting, may authorize another person or persons to
         act for such stockholder by proxy; provided, however, that the
         instrument authorizing such proxy to act shall have been executed in
         writing by the stockholder himself, or by his attorney-in-fact
         thereunto duly authorized in writing. No such proxy shall be voted or
         acted upon after three years from its date, unless the person(s)
         executing it shall have specified therein the length of time it is to
         continue in force. Such proxy shall be exhibited to the Secretary at
         the meeting and shall be filed with the records of the Corporation. A
         proxy shall be irrevocable if it states that it is irrevocable and if,
         and only as long as, it is coupled with an interest sufficient in law
         to support an irrevocable power. A stockholder may revoke any proxy
         which is not irrevocable by attending the meeting and voting in person
         or by filing an instrument in writing revoking the proxy or by
         delivering a proxy in accordance with applicable law bearing a later
         date to the Secretary of the Corporation.

                  (e) At all meetings of stockholders for the election of
         Directors, a plurality of the votes cast shall be sufficient to elect.
         Unless otherwise provided by law, the Certificate of Incorporation or
         these By-laws, all other elections and questions shall, be decided by
         the vote of the holders of shares of stock having a majority of the
         votes which could be cast by the holders of all shares of stock
         outstanding and entitled to vote thereon.

         Section 1.9. Fixing of 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 to express consent to corporate
action in writing without a meeting, 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

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of any other lawful action, the Board of Directors, or, if a meeting is called
by the holders of Series A 8% Redeemable Preferred Stock, such holders, may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and which
record date: (i) in the case of determination of stockholders entitled to vote
at any meeting of stockholders or adjournment thereof, shall, unless otherwise
required by law, the rules of any stock exchange or Nasdaq, not be more than
sixty nor less than ten days before the date of such meeting; (ii) in the case
of determination of stockholders entitled to express consent to corporate action
in writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (iii) in the case of any other action, shall not be more than
sixty days prior to such other action. If no record date is fixed: (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day preceding the day on which the meeting is held; (ii) the
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting when no prior action of the Board
of Directors is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if prior
action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action; and (iii) the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. 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, or, if a meeting is called by the holders of Series
A 8% Redeemable Preferred Stock, such holders, may fix a new record date for the
adjournment.

         Section 1.10. List of Stockholders Entitled to Vote. The Secretary,
after consultation with the transfer agent, 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 the place where the
meeting is to be held, or at another place within the city where the meeting is
to be held, which other place shall be specified in the notice of the meeting.
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 who is
present. The stock ledger maintained by the transfer agent shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.

         Section 1.11. Action by Consent of Stockholders. Unless otherwise
restricted by the Certificate of Incorporation or the rules of any stock
exchange or Nasdaq, any action required or permitted to be taken at any annual
or special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting

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forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered (by hand, by certified
mail, return receipt requested, or by overnight courier from which evidence of
receipt may be obtained) to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the Minute Book in which proceedings
of minutes of stockholders are recorded. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                         ARTICLE II - BOARD OF DIRECTORS

         Section 2.1. Number, Election and Term of Office.

                  (a) The number of the Directors of the Corporation shall be
         seven (7), unless and until otherwise determined by vote of a majority
         of the entire Board of Directors. The number of Directors shall not be
         less than three, unless all of the outstanding shares are owned
         beneficially and of record by fewer than three stockholders, in which
         event the number of Directors shall not be less than the number of
         stockholders permitted by law.
         Directors need not be stockholders.

                  (b) Except as may otherwise be provided herein or in the
         Certificate of Incorporation, at each annual meeting of stockholders,
         two members of the Board of Directors shall be elected by a plurality
         of the votes cast at such meeting by the holders of the Series A 8%
         Redeemable Preferred Stock, voting separately as a class, and the
         remaining members of the Board of Directors of the Corporation shall be
         elected by a plurality of the votes cast at such meeting by the holders
         of the Common Stock, voting separately as a class.

                  (c) Each Director shall hold office until the annual meeting
         of the stockholders next succeeding his election, and until his
         successor is duly elected and qualified, or until his prior death,
         resignation or removal.

         Section 2.2. Duties and Powers. The Board of Directors shall be
responsible for the control and management of the affairs, property and
interests of the Corporation, and may exercise all powers of the Corporation,
except as are in the Certificate of Incorporation or by law expressly conferred
upon or reserved to the stockholders.

         Section 2.3. Annual and Regular Meetings; Notice.

                  (a) A regular annual meeting of the Board of Directors shall
         be held immediately following the annual meeting of the stockholders,
         at the place of such annual meeting of stockholders.


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                  (b) The Board of Directors, from time to time, may provide by
         resolution for the holding of other regular meetings of the Board of
         Directors and may fix the time and place thereof.

                  (c) Notice of any regular meeting of the Board of Directors
         shall not be required to be given and, if given, need not specify the
         purpose of the meeting; provided, however, that in case the Board of
         Directors shall fix or change the time or place of any regular meeting,
         notice of such action shall be given to each Director who shall not
         have been present at the meeting at which such action was taken within
         the time limit, and in the manner set forth, in paragraph (b) of
         Section 2.4 of this Article II, with respect to special meetings,
         unless such notice shall be waived in the manner set forth in paragraph
         (c) of such Section 2.4.

         Section 2.4. Special Meetings; Notice.

                  (a) Special meetings of the Board of Directors shall be held
         whenever called by the President or by any one of the Directors
         (including the Chairman), at such time and place as may be specified in
         the respective notices or waivers of notice thereof.

                  (b) Except as otherwise required by law, notice of a special
         meeting shall be mailed directly to each Director, addressed to him at
         his residence or usual place of business, at least two (2) days before
         the day on which the meeting is to be held, or shall be sent to him at
         such place by telegram, radio or cable, or shall be delivered to him
         personally or given to him orally, not later than the day before the
         day on which the meeting is to be held. A notice, or waiver of notice,
         except as required by Section 2.8 of this Article II, need not specify
         the purpose of the meeting.

                  (c) Notice of any special meeting shall not be required to be
         given to any Director who shall attend such meeting without protesting
         prior thereto or at its commencement, the lack of notice to him, or who
         submits a signed waiver of notice, whether before or after the meeting.
         Notice of any adjournment of a meeting shall not be required to be
         given.

         Section 2.5. Organization. At all meetings of the Board of Directors
the Chairman of the Board, if any and if present, shall preside. If there shall
be no Chairman, or he shall be absent, then the President shall preside, and in
his absence, a chairman chosen by the Directors shall preside. The Secretary
shall act as secretary of the meeting, but in his absence, the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         Section 2.6. Quorum and Adjournments.

                  (a) At all meetings of the Board of Directors, the presence of
         a majority of the entire Board, including at least one director elected
         by the Series A 8% Redeemable Preferred Stock, shall be necessary and
         sufficient to constitute a quorum for the transaction of business.

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                  (b) A majority of the Directors present at the time and place
         of any regular or special meeting, although less than a quorum, may
         adjourn the same from time to time without notice, until a quorum shall
         be present.


         Section 2.7. Manner of Acting; Telephonic Meetings; Unanimous Consent
Permitted.

                  (a) At all meetings of the Board of Directors, each Director
         present shall have one vote, irrespective of the number of shares of
         stock, if any, which he may hold.

                  (b) Members of the Board of Directors, or any committee
         designated by the Board of Directors, may participate in a meeting
         thereof by means of 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 2.7(b) shall constitute presence in person at such meeting.

                  (c) The action of a majority of the Directors present at any
         meeting at which a quorum is present shall be the act of the Board of
         Directors. Any action authorized in writing, by all of the Directors
         entitled to vote thereon and filed with the minutes of the Corporation,
         shall be the act of the Board of Directors with the same force and
         effect as if the same had been passed by unanimous vote at a duly
         called meeting of the Board of Directors.

         Section 2.8. Vacancies. Subject to the Certificate of Designations
relating to the Preferred Stock, which provides for the right of the Series A 8%
Redeemable Preferred Stock at all times to elect two Directors of the
Corporation and to fill any related vacancies, any vacancy in the Board of
Directors occurring by reason of an increase in the number of Directors, or by
reason of the death, resignation, disqualification, removal (unless a vacancy
created by the removal of a Director by the stockholders shall be filled by the
stockholders at the meeting at which the removal was effected) or inability to
act of any Director, or otherwise, shall be filled for the unexpired portion of
the term by a majority vote of the remaining Directors, though less than a
quorum, at any regular meeting or special meeting of the Board of Directors
called for that purpose.

         Section 2.9. Resignation. Any Director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.

         Section 2.10. Removal. Any Director may be removed with or without
cause at any time by the affirmative vote of stockholders holding of record in
the aggregate at least a majority of

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the outstanding shares of the Corporation at a special meeting of the
stockholders called for that purpose, and may be removed for cause by action of
the Board of Directors; provided, however, that any directors elected by vote of
the Series A 8% Redeemable Preferred Stock, in accordance with the terms of the
Certificate of Designations with respect thereto, may only be removed by the
affirmative vote of the holders of a majority of the outstanding shares of
Series A 8% Redeemable Preferred Stock voting separately.

         Section 2.11. Salary. An annual fee in an amount to be determined by
resolution by the Board of Directors shall be paid to each Director, for his or
her services as such, and by resolution of the Board of Directors, a fixed sum
plus expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board; provided, however, that nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.

         Section 2.12. Contracts.

                  (a) No contract or other transaction between the Corporation
         and any other Corporation shall be impaired, affected or invalidated,
         nor shall any Director be liable in any way by reason of the fact that
         any one or more of the Directors of this Corporation is or are
         interested in, or is a Director or officer, or are Directors or
         officers of such other Corporation, provided that such facts are
         disclosed or made known to the Board of Directors and the stockholders.

                  (b) Any Director, personally and individually, may be a party
         to or may be interested in any contract or transaction of the
         Corporation, and no Director shall be liable in any way by reason of
         such interest, provided at the fact of such interest be disclosed or
         made known to the Board of Directors and the stockholders, and provided
         that the Board of Directors shall authorize, approve or ratify such
         contract or transaction by the vote (not counting the vote of any such
         Director) of a majority of a quorum, notwithstanding the presence of
         any such Director at the meeting at which such action is taken. Such
         Director or Directors may be counted in determining the presence of a
         quorum at such meeting. This Section 2.12 shall not be construed to
         impair or invalidate or in any way affect any contract or other
         transaction which would otherwise he valid under the law (common,
         statutory or otherwise) applicable thereto.

         Section 2.13. Committees. The Board of Directors, by resolution adopted
by a majority of the entire Board, may from time to time designate from among
its members an Executive Committee, an Audit Committee, a Compensation Committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of one or more Directors (at least one of whom shall
be a Director elected by the holders of the Series A 8% Redeemable Preferred
Stock in accordance with the terms of the Certificate of Designations with
respect thereto), with such powers and authority (to the extent permitted by law
and the rules of any stock exchange or Nasdaq) as may be provided in such
resolution. At any meeting of a committee designated by the Board of Directors,
a quorum shall not exist without the presence of at least one

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Director elected by the Series A 8% Redeemable Preferred Stock in accordance
with the Certificate of Designations

                             ARTICLE III - OFFICERS

         Section 3.1. Number, Election and Term of Office.

                  (a) The officers of the Corporation shall consist of a
         President and Chief Operating Officer, a Secretary, a Chief Financial
         Officer, and such other officers, including a Chairman and Chief
         Executive Officer, and one or more Vice Presidents, as the Board of
         Directors may from time to time deem advisable. The Chairman of the
         Board of Directors shall, and any other officer may, be a Director of
         the Corporation. Any two or more offices may be held by the same
         person.

                  (b) The officers of the Corporation shall be elected by the
         Board of Directors at the regular annual meeting of the Board following
         the annual meeting of stockholders.

                  (c) Each officer shall hold office until the annual meeting of
         the Board of Directors next succeeding his election, and until his
         successor shall have been duly elected and qualified, or until his
         death, resignation or removal.

         Section 3.2. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or by the President or Secretary, and the acceptance of
such resignation shall not be necessary to make it effective.

         Section 3.3. Removal.  Any officer may be removed, either with or
without cause, and a successor elected by a majority of the Board of Directors
at any time.

         Section 3.4. Vacancies.  A vacancy in any office by reason of death,
resignation, inability to act, disqualification, or any other cause, may at any
time be filled for the unexpired portion of the term by the Board of Directors.

         Section 3.5. Duties of Officers. Officers of the Corporation shall,
unless otherwise provided by the Board of Directors, each have such powers and
duties as generally pertain to their respective offices as well as such powers
and duties as may be set forth in these By-laws, or may from time to time be
specifically conferred or imposed by the Board of Directors.

         Section 3.6. Sureties and Bonds. In case the Board of Directors shall
so require, any officer, employee or agent of the Corporation shall execute to
the Corporation a bond in such sum, and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful performance of his
duties to the Corporation, including responsibility for negligence and for the
accounting for all property, funds or securities of the Corporation which may
come into his hands.

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         Section 3.7. Shares of Other Corporations. Whenever the Corporation is
the holder of shares of any other Corporation, any right or power of the
Corporation as such (including the attendance, acting and voting at
stockholders' meetings and execution of waivers, consents, proxies or other
instruments) may be exercised on behalf of the Corporation by the Chairman, the
President, any Vice President, the Chief Financial Officer, or such other person
as the Board of Directors may authorize.

                          ARTICLE IV - SHARES OF STOCK

         Section 4.1. Certificate of Stock.

                  (a) The certificates representing shares of the Corporation
         shall be in such form as shall be adopted by the Board of Directors,
         and shall be numbered and registered in the order issued. They shall
         bear the holder's name and the number of shares, and shall be signed by
         (i) the Chairman or the President or a Vice President, and (ii) the
         Secretary or Chief Financial Officer, and shall bear the corporate
         seal, if any. Such signatures and corporate seal may be imprinted or
         facsimiles.

                  (b) No certificate representing shares shall be issued until
         the full amount of consideration therefor has been paid, except as
         otherwise permitted by law.

                  (c) To the extent permitted by law or the rules of any stock
         exchange or Nasdaq, the Board of Directors may authorize the issuance
         of certificates for fractions of a share which shall entitle the holder
         to exercise voting rights, receive dividends and participate in
         liquidating distributions, in proportion to the fractional holdings; or
         it may authorize the payment in cash of the fair value of fractions of
         a share as of the time when those entitled to receive such fractions
         are determined; or it may authorize the issuance, subject to such
         conditions as may be permitted by law, of scrip in registered or bearer
         form over the signature of an officer or agent of the Corporation,
         exchangeable as therein provided for full shares, but such scrip shall
         not entitle the holder to any rights of a stockholder, except as
         therein provided.

         Section 4.2. Lost or Destroyed Certificates. The holder of any
certificate representing shares of the Corporation shall notify the Corporation
of any loss or destruction of the certificate representing the same. The
Corporation through its transfer agent may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the

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Corporation against any claims, loss, liability or damage it may suffer on
account of the issuance of the new certificate. A new certificate may be issued
without requiring any such evidence or bond when, in the judgment of the Board
of Directors, it is proper so to do. The Board of Directors, by resolution or
resolutions duly adopted, may delegate to the Transfer Agent of the Corporation,
the authority to issue replacement stock certificates in such manner and on such
terms as are deemed appropriate by the Board of Directors and specified in such
resolution or resolutions.

         Section 4.3. Transfers of Shares.

                  (a) Transfers of shares of the Corporation shall be made on
         the share records of the Corporation only by the holder of record
         thereof, in person or by his duly authorized attorney, upon surrender
         for cancellation of the certificate or certificates representing such
         shares, with an assignment or power of transfer endorsed thereon or
         delivered therewith, duly executed, with such proof of the authenticity
         of the signature and of authority to transfer and of payment of
         transfer taxes as the Corporation or its agents may require.

                  (b) The Corporation shall be entitled to treat the holder of
         record of any share or shares as the absolute owner thereof for all
         purposes and, accordingly, shall not be bound to recognize any legal,
         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 expressly provided by law.

                              ARTICLE V - DIVIDENDS

         Subject to applicable law, dividends may be declared and paid out of
any funds available therefor, as often, in such amounts, and at such time or
times as the Board of Directors may determine.

                            ARTICLE VI - FISCAL YEAR

         The fiscal year of the Corporation shall commence on the 1st day of
April of each year and end on the 31st day of March of the following year,
unless and until amended by the Board of Directors and subject to applicable
law.


                          ARTICLE VII - CORPORATE SEAL

         The corporate seal, if any, shall be in such form as shall be approved
from time to time by the Board of Directors.





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                            ARTICLE VIII - AMENDMENTS

         Section 8.1. By-Laws. All By-Laws of the Corporation shall be subject
to alteration or repeal, and new By-laws may be made, by the affirmative vote of
stockholders holding of record in the aggregate at least a majority of the
outstanding number of votes in the election of Directors at any annual or
special meeting of stockholders, with all classes of stock considered as a
single class, so long as the notice or waiver of notice of such meeting shall
have summarized or set forth in full therein, the proposed amendment; provided,
however, that none of the By-Laws may be amended without the consent of the
holders of a majority of the outstanding shares of Series A 8% Redeemable
Preferred Stock.

         Section 8.2. By Directors. The Board of Directors shall have power to
make, adopt, alter, amend and repeal, from time to time, By-laws of the
Corporation; provided, however, that the stockholders entitled to vote with
respect thereto as in this Article VIII above-provided may alter, amend or
repeal By-laws made by the Board of Directors, except that the Board of
Directors shall have no power to change the quorum for meetings of stockholders
or of the Board of Directors, or to change any provisions of the By-laws with
respect to the removal of Directors or the filling of vacancies in the Board
resulting from the removal by the stockholders. If any By-law regulating an
impending election of Directors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting of
stockholders for the election of Directors the By-law so adopted, amended or
repealed, together with a concise statement of the changes made. Notwithstanding
the foregoing, none of the By-Laws may be amended at any meeting of the Board of
Directors, without the presence, of at least one director elected by the holders
of the Series A 8% Redeemable Preferred Stock.

                          ARTICLE IX - INDEMNIFICATION

         Section 9.1. Right to Indemnification. The Corporation shall indemnify
and hold harmless, to the full extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such person. The Corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.

         Section 9.2. Payment of Expenses. The Corporation may, in its
discretion, pay the expenses (including attorneys' fees) incurred in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in advance of the final
disposition of the proceeding shall be made only upon receipt of an

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undertaking by the director or officer to repay all amounts advanced if it
should ultimately be determined that the director or officer is not entitled to
be indemnified under this Article or otherwise.

         Section 9.3. Claims. If a claim for indemnification or payment of
expenses under this Article is not paid in full within sixty days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
In any such action, the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

         Section 9.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article IX shall not be exclusive of any of the rights which such
person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 9.5. Other Indemnification. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a director,
officer, employee, or agent of another corporation, partnership, limited
liability company, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such person may collect as indemnification from such other
corporation, partnership, limited liability company, joint venture, trust,
enterprise or nonprofit enterprise.

         Section 9.6. Amendment or Repeal. Any repeal or modification of the
foregoing paragraph by the stockholders of the Corporation shall not adversely
affect any right or protection of the director of the Corporation existing at
the time of such repeal or modification.














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