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                                                                     Exhibit 3.4

                               CODE OF REGULATIONS

                                       OF

                             SIGNATURE BRANDS, INC.

                             Adopted April 25, 1997

                                    ARTICLE I
                                    ---------

                                   Fiscal Year
                                   -----------

     The fiscal year of the Corporation shall be such period as the Board of
Directors may designate by resolution from time to time.

                                   ARTICLE II
                                   ----------

                                  Shareholders
                                  ------------

     Section 1. Meetings of Shareholders.
                ------------------------

     (a) ANNUAL MEETING. The annual meeting of the Shareholders of this
Corporation, for the election of Directors, the consideration of financial
statements for the most recently concluded fiscal year and other reports, and
the transaction of such other business as may properly be brought before such
meeting, shall be held at such date after the annual financial statements for
the fiscal year of the Corporation have been prepared as the Board of Directors
shall determine from time to time. Upon due notice there may also be considered
and acted upon at an annual meeting any matter which could properly be
considered and acted upon at a special meeting, in which case and for which
purpose the annual meeting shall also be considered as, and shall be, a special
meeting. In the event that the annual meeting is not held or if Directors are
not elected thereat, a special meeting may be called and held for that purpose.

     (b) SPECIAL MEETING. Special meetings of the Shareholders may be held on
any business day when called by any person or persons who may be authorized by
law to do so. Calls for special meetings shall specify the purpose or purposes
thereof, and no business shall be considered at any such meeting other than
that specified in the call therefor.

     (c) PLACE OF MEETINGS. Any meeting of Shareholders may be held at such
place within or without the State of Ohio as may be designated in the Notice of
said meeting.



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     (d) NOTICE OF MEETING AND WAIVER OF NOTICE.

     (1) NOTICE. Written notice of the time, place and purposes of any meeting
of Shareholders shall be given to each Shareholder entitled to vote on a matter
to come before the meeting not less than seven (7) days nor more than sixty (60)
days before the date fixed for the meeting and as prescribed by law. Such notice
shall be given either by personal delivery or by mail. If such notice is mailed,
it shall be directed, postage prepaid, to the Shareholders at their respective
addresses as they appear upon the records of the Corporation, and notice shall
be deemed to have been given on the day so mailed. If any meeting is adjourned
to another time or place, no notice as to such adjourned meeting need be given
other than by announcement at the meeting at which such an adjournment is taken.
No business shall be transacted at any such adjourned meeting except as might
have been lawfully transacted at the meeting at which such adjournment was
taken.

     (2) NOTICE TO JOINT OWNERS. All notices with respect to any shares to which
persons are entitled by joint or common ownership may be given to that one of
such persons who is named first upon the books of this Corporation, and notice
so given shall be sufficient notice to all the holders of such shares.

     (3) WAIVER. Notice of any meeting, however, may be waived in writing by any
Shareholder either before or after any meeting of Shareholders, or by attendance
at such meeting without protest prior to the commencement thereof.

     (e) RECORD DATE. If a record date shall not be fixed or the books of the
Corporation shall not be closed against transfers of shares pursuant to
statutory authority, the record date for the determination of Shareholders
entitled to vote at any meeting of Shareholders shall be the date next preceding
the day on which notice is given or the date next preceding the day on which the
meeting is held, as the case may be, and only Shareholders of record as of the
close of business on such record date shall be entitled to vote at such meeting.
Such record date shall continue to be the record date for all adjournments of
such meeting unless a new record date shall be fixed and notice thereof and of
the date of the adjourned meeting be given to all Shareholders entitled to
notice in accordance with the new record date so fixed.

     (f) QUORUM. At any meeting of Shareholders, the holders of shares entitling
them to exercise a majority of the voting power of the Corporation, present in
person or by proxy, shall constitute a quorum for such meeting; provided,
however, that no action required by law, the Articles, or these Regulations to
be authorized or taken by the holders of a designated proportion of the shares
of the Corporation may be authorized or taken by a lesser proportion. The
Shareholders present in person or by proxy, whether or not a quorum be present,
may adjourn the meeting from time to time without notice other than by
announcement at the meeting.


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     (g) ORGANIZATION OF MEETINGS

     (1) PRESIDING OFFICER. The Chairman of the Board, or, in his absence, the
President, or in the absence of both of them, a Vice President of the
Corporation shall call all meetings of the Shareholders to order and shall act
as Chairman thereof. If all are absent, the Shareholders shall select a
Chairman.

     (2) MINUTES. The Secretary of the Corporation, or, in his absence, an
Assistant Secretary, or, in the absence of both, a person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting and shall keep
and make a record of the proceedings thereat.

     (h) ORDER OF BUSINESS. The order of business at all meetings of the
Shareholders, shall be as determined by the Chairman of the meeting.

     (i) VOTING. Except as provided by law or in the Articles, every Shareholder
entitled to vote shall be entitled to cast one vote on each proposal submitted
to the meeting for each share held of record by him on the record date for the
determination of the Shareholders entitled to vote at the meeting. At any
meeting at which a quorum is present, all questions and business which may come
before the meeting shall be determined by a majority of votes cast, except when
a greater proportion is required by law, the Articles, or these Regulations.

     (j) PROXIES. A person who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers and releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of his rights, by proxy or proxies appointed by a writing
signed by such person, or by his duly authorized attorney, as provided by the
laws of the State of Ohio.

     (k) LIST OF SHAREHOLDERS. At any meeting of Shareholders a list of
Shareholders, alphabetically arranged, showing the number and classes of shares
held by each on the record date applicable to such meeting shall be produced on
the request of any Shareholder.

     Section 2. ACTION OF SHAREHOLDERS WITHOUT A MEETING.

     Any action which may be taken at a meeting of Shareholders may be taken
without a meeting if authorized by a writing or writings signed by all of the
holders of shares who would be entitled to notice of a meeting for such purpose,
which writing or writings shall be filed or entered upon the records of the
Corporation.


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                                   ARTICLE III
                                   -----------

                                    Directors
                                    ---------

     Section 1. GENERAL POWERS.

     The business, power and authority of this Corporation shall be exercised,
conducted and controlled by a Board of Directors, except where the law, the
Articles or these Regulations require action to be authorized or taken by the
Shareholders.

     Section 2. ELECTION, NUMBER AND QUALIFICATION OF DIRECTORS.

     (a) ELECTION. The Directors shall be elected at the annual meeting of
Shareholders, or if not so elected, at a special meeting of Shareholders called
for that purpose. At any meeting of Shareholders at which Directors are to be
elected, only persons nominated as candidates shall be eligible for election.

     (b) NUMBER. The number of Directors, which shall not be less than the
lesser of three or the number of shareholders of record, may be fixed or changed
at a meeting of the Shareholders called for the purpose of electing Directors at
which a quorum is present, by the affirmative vote of the holders of a majority
of the shares represented at the meeting and entitled to vote on such proposal.
The number of Directors elected shall be deemed to be the number of Directors
fixed unless otherwise fixed by resolution adopted at the meeting at which such
Directors are elected.

     (c) QUALIFICATION. Directors need not be Shareholders of the Corporation.

     Section 3. TERM OF OFFICE OF DIRECTORS.

     (a) TERM. Each Director shall hold office until the next annual meeting of
the Shareholders and until his successor has been elected or until his earlier
resignation, removal from office, or death. Directors shall be subject to
removal as provided by statute or by other lawful procedures and nothing herein
shall be construed to prevent the removal of any or all Directors in accordance
therewith.

     (b) RESIGNATION. A resignation from the Board of Directors shall be deemed
to take effect immediately upon its being received by any incumbent corporate
officer other than an officer who is also the resigning Director, unless some
other time is specified therein.

     (c) VACANCY. In the event of any vacancy in the Board of Directors for any
cause, the remaining Directors, though less than a majority of the whole Board,
may fill any such vacancy for the unexpired term.


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     Section 4. MEETINGS OF DIRECTORS.

     (a) REGULAR MEETINGS. A regular meeting of the Board of Directors shall be
held immediately following the adjournment of the annual meeting of the
Shareholders or a special meeting of the Shareholders at which Directors are
elected. The holding of such Shareholders' meeting shall constitute notice of
such Directors' meeting and such meeting may be held without further notice.
Other regular meetings shall be held at such other times and places as may be
fixed by the Directors.

     (b) SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time upon call of the Chairman of the Board, the President, any Vice
President, or any two Directors.

     (c) PLACE OF MEETING. Any meeting of Directors may be held at any place
within or without the State of Ohio in person and/or through any communications
equipment if all persons participating in the meeting can hear each other.

     (d) NOTICE OF MEETING AND WAIVER OF NOTICE. Notice of the time and place of
any regular or special meeting of the Board of Directors (other than the regular
meeting of Directors following the adjournment of the annual meeting of the
Shareholders or following any special meeting of the Shareholders at which
Directors are elected) shall be given to each Director by personal delivery,
telephone, mail, telegram or cablegram at least two (2) days before the meeting,
which notice need not specify the purpose of the meeting. Such notice, however,
may be waived in writing by any Director either before or after any such
meeting, or by attendance at such meeting (including attendance (presence) by
means of participation through any communications equipment as above provided)
without protest prior to the commencement thereof.

     Section 5. QUORUM AND VOTING.

     At any meeting of Directors, no fewer than one-half of the whole authorized
number of Directors must be present, in person and/or through any communications
equipment, to constitute a quorum for such meeting, except that a majority of
the remaining Directors in office constitutes a quorum for filling a vacancy in
the Board. At any meeting at which a quorum is present, all acts, questions and
business which may come before the meeting shall be determined by a majority of
votes cast by the Directors present at such meeting, unless the vote of a
greater number is required by the Articles, Regulations or bylaws.

     Section 6. COMMITTEES.

     (a) APPOINTMENT. The Board of Directors may from time to time appoint
certain of its members (but in no event less than three (3)) to act as a
committee or committees in the intervals between meetings of the Board and may
delegate to such committee or committees powers to be exercised under the
control and direction of the Board. Each such committee and each member thereof
shall serve at the pleasure of the Board.


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     (b) EXECUTIVE COMMITTEE. In particular, the Board of Directors may create
from its membership and define the powers and duties of an Executive Committee.
During the intervals between meetings of the Board of Directors the Executive
Committee shall possess and may exercise all of the powers of the Board of
Directors in the management and control of the business of the Corporation to
the extent permitted by law. All action taken by the Executive Committee shall
be reported to the Board of Directors at its first meeting thereafter.

     (c) COMMITTEE ACTION. Unless otherwise provided by the Board of Directors,
a majority of the members of any committee appointed by the Board of Directors
pursuant to this Section shall constitute a quorum at any meeting thereof and
the act of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Action may be taken by any such
committee without a meeting by a writing signed by all its members. Any such
committee shall prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the Board of Directors,
and shall keep a written record of all action taken by it.

     Section 7. ACTION OF DIRECTORS WITHOUT A MEETING.

     Any action which may be taken at a meeting of Directors may be taken
without a meeting if authorized by a writing or writings signed by all the
Directors, which writing or writings shall be filed or entered upon the records
of the Corporation.

     Section 8. COMPENSATION OF DIRECTORS.

     The Board of Directors may allow compensation for attendance at meetings or
for any special services, may allow compensation to members of any committee,
and may reimburse any Director for his expenses in connection with attending any
Board or committee meeting.

     Section 9. ATTENDANCE AT MEETINGS OF PERSONS WHO ARE NOT DIRECTORS.

     Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors any Director who desires the presence at such meeting of not more than
one person who is not a Director shall so notify all other Directors, request
the presence of such person at the meeting, and state the reason in writing.
Such person will not be permitted to attend the Directors' meeting unless a
majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order of business for any such
meeting of the Board of Directors. Such right to attend, whether granted by
waiver or vote, may be revoked at any time during any such meeting by the vote
of a majority of the Directors in attendance.



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                                   ARTICLE IV
                                   ----------

                                    Officers
                                    --------

     Section 1. GENERAL PROVISIONS.

     The Board of Directors shall elect a President, a Secretary and a
Treasurer, and may elect a Chairman of the Board, one or more Vice-Presidents,
and such other officers and assistant officers as the Board may from time to
time deem necessary. The Chairman of the Board shall be a Director, but no one
of the other officers need be a Director. Any two or more offices may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required to be
executed, acknowledged or verified by two or more officers.

     Section 2. POWERS AND DUTIES.

     All officers, as between themselves and the Corporation, shall respectively
have such authority and perform such duties as are customarily incident to their
respective offices, and as may be specified from time to time by the Board of
Directors, regardless of whether such authority and duties are customarily
incident to such office. In the absence of any officer of the Corporation, or
for any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate for the time being, the powers or duties of such officer,
or any of them, to any other officer or to any Director. The Board of Directors
may from time to time delegate to any officer authority to appoint and remove
subordinate officers and to prescribe their authority and duties. Since the
lawful purposes of this Corporation include the acquisition and ownership of
real property, personal property and property in the nature of patents,
copyrights, and trademarks and the protection of the Corporation's property
rights in its patents, copyrights and trademarks, each of the officers of this
Corporation is empowered to execute any power of attorney necessary to protect,
secure, or vest the Corporation's interest in and to real property, personal
property and its property protectable by patents, trademarks and copyright
registration and to secure such patents, copyrights and trademark registrations.

     Section 3. TERM OF OFFICE AND REMOVAL.

     (a) TERM. Each officer of the Corporation shall hold office at the pleasure
of the Board of Directors until his successor has been elected or until his
earlier resignation, removal from office or death. It shall not be necessary for
the officers of the corporation to be elected annually. The election or
appointment of an officer for a given term, or a general provision in the
Articles, the Regulations or the bylaws with respect to term of office, shall
not be deemed to create contract rights.

     (b) REMOVAL. Any officer may be removed, with or without cause, by the
Board of Directors without prejudice to the contract rights, if any, of such
officer.


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     (c) VACANCIES. The Board of Directors may fill any such vacancy in any
office occurring for whatever reason.

     Section 4. COMPENSATION OF OFFICERS.

     Unless compensation is otherwise determined by a majority of the Directors
at a regular or special meeting of the Board of Directors, or unless such
determination is delegated by the Board of Directors to another officer or
officers, the President of the Corporation from time to time shall determine the
compensation to be paid to all officers and other employees for services
rendered to the Corporation.

                                    ARTICLE V
                                    ---------

                    Indemnification of Directors and Officers
                    -----------------------------------------

     (a) RIGHT OF INDEMNIFICATION. The Corporation shall indemnify any Director
or officer to the fullest extent provided by, or permissible under, Section
1701.13(E), Ohio Revised Code; and the Corporation is hereby specifically
authorized to take any and all further action to effectuate any indemnification
of any Director or officer which any Ohio corporation may have power to take, by
any vote of the Shareholders, vote of disinterested Directors, any Agreement, or
otherwise. This Section of the Code of Regulations of the Corporation shall be
interpreted in all respects to expand such power to indemnify to the maximum
extent permissible to any Ohio corporation with regard to the particular facts
of each case, and not in any way to limit any statutory or other power to
indemnify, or right of any individual to indemnification.

     (b) INSURANCE FOR INDEMNIFICATION. The Corporation may purchase and
maintain insurance for protection of the Corporation and for protection of any
Director, officer, employee and/or any other person for whose protection, and to
the fullest extent, such insurance may be purchased and maintained under Section
1701.13(E)(7), Ohio Revised Code, or otherwise. Such policy or policies of
insurance may provide such coverage and be upon such terms and conditions as
shall be authorized or approved from time to time by the Board of Directors or
the Shareholders of the Corporation.

                                   ARTICLE VI
                                   ----------

                       Securities Held by the Corporation
                       ----------------------------------

     Section 1. TRANSFER OF SECURITIES OWNED BY THE CORPORATION.

     All endorsements, assignments, transfers, stock powers, share powers or
other instruments of transfer of securities standing in the name of the
Corporation shall be executed for and in the name of the Corporation by the
President, by a Vice President, by the Secretary or by the


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Treasurer or by any other person or persons as may be thereunto authorized by
the Board of Directors.

     Section 2. VOTING SECURITIES HELD BY THE CORPORATION.

     The Chairman of the Board, President, any Vice President, Secretary or
Treasurer, in person or by another person thereunto authorized by the Board of
Directors, in person or by proxy or proxies appointed by him, shall have full
power and authority on behalf of the Corporation to vote, act and consent with
respect to any securities issued by other corporations which the Corporation may
own.

                                   ARTICLE VII
                                   -----------

                               Share Certificates
                               ------------------

     Section 1. TRANSFER AND REGISTRATION OF CERTIFICATES.

     The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Articles or these Regulations, as it
deems expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.

     Section 2. SUBSTITUTED CERTIFICATES.

     Any person claiming that a certificate for shares has been lost, stolen or
destroyed, shall make an affidavit or affirmation of that fact and, if required,
shall give the Corporation (and its registrar or registrars and its transfer
agent or agents, if any) a bond of indemnity, in such form and with one or more
sureties satisfactory to the Board, and, if required by the Board of Directors,
shall advertise the same in such manner as the Board of Directors may require,
whereupon a new certificate may be executed and delivered of the same tenor and
for the same number of shares as the one alleged to have been lost, stolen or
destroyed.

                                  ARTICLE VIII
                                  ------------

                                      Seal
                                      ----

     The Directors may adopt a seal for the Corporation which shall be in such
form and of such style as is determined by the Directors. Failure to affix any
such corporate seal shall not affect the validity of any instrument.


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                                   ARTICLE IX
                                   ----------

                   Consistency with Articles of Incorporation
                   ------------------------------------------

     If any provision of these Regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time to
time), the Articles of Incorporation (as so amended at the time) shall govern.

                                    ARTICLE X
                                    ---------

                                Section Headings
                                ----------------

     The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and shall not affect in
any way the meaning or interpretation of this Code of Regulations.

                                   ARTICLE XI
                                   ----------

                                   Amendments
                                   ----------

     This Code of Regulations of the Corporation (and as it may be amended from
time to time) may be amended or added to by the affirmative vote or the written
consent of the Shareholders of record entitled to exercise a majority of the
voting power on such proposal; provided, however, that if an amendment or
addition is adopted by written consent without a meeting of the Shareholders, it
shall be the duty of the Secretary to enter the amendment or addition in the
records of the Corporation, and to mail a copy of such amendment or addition to
each Shareholder of record who would be entitled to vote thereon and did not
participate in the adoption thereof



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