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                                                                     EXHIBIT 3.5


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                                    MINUTES

                                      AND

                                    BY LAWS


                                       OF


                             RHINO MARKETING, INC.



                         INCORPORATED UNDER THE LAWS OF

                                  THE STATE OF

                                   CALIFORNIA







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                                   BY-LAWS OF

                             RHINO MARKETING, INC.

               A corporation organized pursuant to the California
                     Corporations Code of 1977, as amended.

                              ARTICLE I - OFFICES

         The principal executive office of the corporation shall be located at
2811 Airpark Dr., Santa Maria, CA 93455

         The Board of Directors (hereinafter referred to as the Board) shall
have the authority to change the principal executive office. The corporation may
have such other offices, either within or without the State of California as the
Board may designate or as the business of the corporation may from time to time
require.

                       ARTICLE II - SHAREHOLDERS MEETINGS

1.       PLACE OF MEETINGS

         Meetings of shareholders shall be held at the principal executive
office of the corporation or at any other place designated by the Board or by
consent, in writing, of all persons entitled to vote thereat, given before or
after the meeting and filed with the Secretary.

2.       ANNUAL MEETINGS

         The annual meeting of the shareholders shall be held on the 31st day of
January in each year, beginning with the year 1996 at 10:00 o'clock A.M., for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual meeting shall be
a legal holiday such meeting shall be held on the next succeeding business day.

3.       SPECIAL MEETINGS

         Special meetings of the shareholders may be called at any time by the
Board, Chairman of the Board, President, a Vice President, Secretary or by
holders of shares entitled to cast not less than 10 percent of the votes at the
meeting. Except as hereafter provided notice shall be given in the same manner
as notice for an annual meeting. Upon receipt of a mailed or personally
delivered written
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request addressed to the Chairman of the Board, President, Vice President or
Secretary by any person (other than the Board), entitled to call a special
meeting of shareholders the officer shall cause to be given to the shareholders
entitled to vote, a notice that a meeting will be held at a time requested by
the person(s) calling the meeting, not less than 25 nor more than 60 days after
receipt of such request. The person entitled to call the meeting may give the
notice if the notice was not given within 20 days after receipt of the request.

4.       NOTICE OF MEETING AND REPORTS

         Notice of annual or special meetings shall be given in writing not less
than 10 nor more than 60 days before the date of the meeting, to shareholders
entitled to vote thereat by the Secretary or an Assistant Secretary, or if there
be no such officer, or in the case of neglect or refusal, by any director or
shareholder. The notice or any reports shall be given personally or by mail or
other means of written communication as provided in Corp. C. Sec. 601 and shall
be sent to the shareholder's address appearing on the books of the corporation,
or supplied to the corporation by the shareholder for the purpose of notice. In
the absence thereof, notice shall be deemed to have been given if mailed to the
principal executive office of the corporation or published at least once in a
newspaper of general circulation in the county in which the principal executive
office is located.

         Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and (a) in case of a special meeting, the general
nature of the business to be transacted and no other business may be transacted,
or (b) in the case of an annual meeting, those matters which the directors at
date of mailing intend to present for action by the shareholders. At any
meetings where directors are to be elected, notice shall include the names of
the nominees, if any, intended at date of notice to be presented by management
for election.

         Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
officer giving such notice or report shall prepare and file an affidavit or
declaration thereof. It shall not be necessary to give any notice of adjournment
or of the business to be transacted at an adjourned meeting other than by
announcement at the meeting at which such adjournment is taken; however, when a
meeting is adjourned for 45 days or more, notice of the adjourned meeting shall
be given in the same manner as an original meeting.

5.       QUORUM

         At any meeting of shareholders a majority of the outstanding shares
entitled to vote, represented in person or by proxy, shall constitute a quorum.
if less than said number of the outstanding
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shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

6.       VOTING

         The shareholders entitled to notice of any meeting or to vote any
meeting shall be only the persons in whose names shares stand on the share
records of the corporation on the record date determined in accordance with
these by-laws.

         If no record date is determined, (a) the record date for determining
shareholders entitled to notice of, or to vote at a meeting of shareholders
shall be at the close of business on the business day next preceding the day on
which notice is given, or if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held, (b) the record
date for determining shareholders entitled to give consent to corporate actions
in writing without a meeting when no prior action by the Board is necessary,
shall be the day on which the first written consent is given, and (c) the record
date for determining shareholders for any other purpose shall be at the close of
business on the day which the Board adopts the resolution relating thereto, or
the 60th day prior to the date of such other action, whichever is later.

         Every shareholder entitled to vote shall be entitled to one vote for
each share held, except for the election of directors. In an election for
directors, if a candidate's name has been placed in nomination prior to the
voting and one or more names has been placed in nomination prior to the voting
and one or more shareholders has given notice at the meeting prior to the voting
of the shareholder's intent to cumulate the shareholder's votes, then every
shareholder entitled to vote may cumulate votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of shares which the shareholder is entitled to vote, or distribute the votes on
the same principle among as many candidates as the shareholder chooses. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected. Upon the demand of any shareholder made before
the voting begins, the election of directors shall be by ballot.
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7.       PROXIES

         Every person entitled to vote shares may do so by one or more persons
authorized by proxy in writing executed by such shareholder and filed with the
Secretary.

         Every proxy continues in full force and effect until revoked by the
person executing it prior to the vote pursuant thereto, provided however, that
no proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy.

8.       WAIVERS AND CONSENTS

         Actions taken at a meeting of shareholders however called and noticed,
where a quorum is present in person or by proxy are as valid as if taken after
regular call and notice, provided that each person entitled to vote either
before or after the meeting signs a written waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof. All waivers,
consents and approvals shall be made part of the minutes of the meeting. Neither
the business to be conducted nor the purpose of any regular or special meeting
must be set forth in any waiver of notice, except as provided by Corp. C. Sec.
601(f). Attendance shall constitute a waiver of notice unless objection is made
as provided in Corp. C. Sec. 601(e).

9.       ACTION WITHOUT MEETING

         Any action which may be taken at an annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action taken, shall be signed by the
shareholders of outstanding shares 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.

         Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of any shareholders' approval of (a) a contract or
other transaction between the corporation and one or more of its directors or
another corporation, firm or association in which one or more of its directors
has a material financial interest pursuant to Corp. C. Sec. 310, (b)
indemnification of an agent of the corporation, pursuant to Corp. C. Sec. 317,
(c) the principal terms of a reorganization pursuant to Corp. C. Sec. 1201, and
(d) a plan of distribution as part of the winding up of the corporation pursuant
to Corp. C. Sec. 2007, without a meeting by less than unanimous written consent,
shall be given at least ten (10) days before the consummation of the action
authorized by such approval.
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         Prompt notice shall be given of any other corporate action taken by
shareholders without a meeting by less than a unanimous written consent to those
shareholders entitled to vote who have not consented in writing.

         Notwithstanding any of the foregoing provisions of this section,
directors may not be elected by written consent except by the unanimous written
consent of all shares entitled to vote for the election of directors.

         A written consent may be revoked by a writing received by the
corporation prior to the time that written consents of the number of shares
required to authorize the proposed action have been filed with the Secretary of
the corporation, but may not be revoked thereafter. Such revocation is effective
upon its receipt by the Secretary of the corporation.

         Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

10.      ORGANIZATION OF MEETINGS

         The President, or in the absence of the President, any Vice President,
shall call the meeting of the shareholders to order and shall act as chairman of
the meeting. In the absence of the President and all of the vice presidents,
shareholders shall appoint a chairman for such meeting. The Secretary shall act
as secretary of all meetings of the shareholders, but in the absence of the
Secretary the Chairman may appoint any person to act as Secretary of the
meeting.

         The order of business at all meetings of the shareholders, shall be as
follows:

         1.       Roll call.
         2.       Proof of notice of meeting or waiver of notice.
         3.       Reading of the minutes of the preceding meeting.
         4.       Reports of officers.
         5.       Reports of committees.
         6.       Election of directors.
         7.       Unfinished business.
         8.       New business.
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                        ARTICLE III - BOARD OF DIRECTORS

1.       GENERAL POWERS

         The business and affairs of the corporation shall be managed and its
corporate powers exercised by its Board of Directors. The directors shall in all
cases act as a board, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the corporation as they may deem
proper, not inconsistent with these By-Laws, the Articles of Incorporation, the
California Corporations Code and any shareholders' agreement relating to any of
the affairs of the corporation as long as it remains a close corporation.

2.       NUMBER AND TENURE

         The number of directors of the corporation shall be five (5) Each
director shall hold office until the next annual meeting of shareholders and
until the director's successor shall have been elected and qualified. The number
of directors may be changed only by an amendment of the Articles of
Incorporation or by a by-law adopted by the shareholders amending this section.

3.       MEETINGS

         Immediately following each annual meeting of shareholders the Board
shall hold a regular meeting for the purpose of organization, election of
officers, and the transaction of other business.

         Regular or special meetings of the Board shall be held at any place
within or without the State of California which has been designated from time to
time by the Board. In the absence of such designation, regular meetings shall be
held at the principal executive office of the corporation. Call and notice of
all regular meetings of the Board are hereby dispensed with.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the Chairman, the President, any Vice President, the Secretary,
or by any two directors.

         Special meetings of the Board shall be held upon four days' written
notice or 48 hours' notice given personally or by telephone or telegraph.

         If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the director at the director's address
shown in the records of the corporation, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. The attendance of a director
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at a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Directors may participate in a meeting using communication equipment,
provided that all participants can hear each other.

4.       QUORUM

         A majority of the authorized number of directors is a quorum for the
transaction of business, except to adjourn. Action taken by a majority of the
directors present at a meeting held at which a quorum is present is an act of
the Board of Directors unless a greater number is required by law or the
Articles of Incorporation. A meeting at which a quorum is initially present may
continue to transact business despite the withdrawal of directors if any action
taken is approved by at least a majority of the required quorum for such
meeting.

5.       VACANCIES IN THE BOARD OF DIRECTORS

         A director may resign effective upon giving written notice to the
Chairman, the President, the Secretary or the Board, unless the notice specifies
a later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.

         Vacancies, except those existing as a result of a removal of a
director, may be filled by a majority of the remaining directors, and each
director so elected shall hold office until the next annual meeting and until
such director's successor has been elected and qualified.

         A vacancy shall be deemed to exist in case of the death, resignation,
or removal of any director, or if the authorized number of directors be
increased, or if the shareholders fail at any annual or special meeting of
shareholders at which any director or directors are elected, to elect the full
authorized number of directors to be voted for at that meeting. The Board may
declare vacant the office of a director who has been declared of unsound mind by
an order of court or convicted of a felony.

         The shareholders may elect a director at any time to fill a vacancy not
filled by the directors. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote. A reduction of
the authorized number of directors shall not cause the removal of any director
prior to the expiration of the director's term of office.
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6.       REMOVAL

         Directors may be removed without cause if the removal is approved by a
majority of all the outstanding shares entitled to vote. The remaining directors
may elect a successor to complete the unexpired term of the director so removed.

7.       WAIVER OF NOTICE

         Action taken at a meeting of the Board, however called and noticed or
wherever held, are as valid as though taken at a meeting duly held after regular
call and notice if a quorum be present and if, either before or after the
meeting, each of the directors not present signs, a written waiver of notice, a
consent to holding such meeting or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the minutes of the meeting.

8.       ADJOURNMENT

         A majority of the directors present, whether or not a quorum, is
present, may adjourn any director's meeting to another time and place. Notice of
the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place be fixed at the meeting adjourned, except if the
meeting is adjourned for more than 24 hours. In such case notice of any
adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the directors who were not present at the time of the
adjournment.

9.       COMPENSATION

         No compensation shall be paid to directors, as such, for their
services, but by resolution of the Board a fixed sum and expenses for actual
attendance at each regular or special meeting of the Board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

10.      ACTION TAKEN WITHOUT MEETING

         Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to such action. The consent or consents shall have the same
effect as a unanimous vote of the Board and shall be filed with the minutes of
the proceedings of the Board.

11.      COMMITTEES

         Committees of the Board consisting of two or more directors may be
appointed by resolution passed by a majority of the Board. Committees shall have
such powers as shall be expressly delegated to them by resolution of the Board,
except those powers expressly made non-delegable by Corp. C. Sec. 311.
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                              ARTICLE IV - OFFICERS

1.       OFFICERS

         The officers of the corporation shall be a president, a secretary and a
chief financial officer. A chairman of the Board, one or more vice presidents
and assistant officers as may be deemed necessary, may be elected or appointed
by the directors. A person may hold more than one office but may not execute,
acknowledge or verify an instrument in more than one capacity.

2.       ELECTION AND TERM OF OFFICE

         The officers of the corporation shall be elected annually at the first
meeting of the directors held after each annual meeting of the shareholders.
Each officer shall hold office until a successor is elected and qualified or
until death, resignation or removal.

3.       REMOVAL

         Any officer or agent elected or appointed by the Board may be removed
by the Board whenever in their judgment the best interests of the corporation
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

4.       RESIGNATION

         An officer may resign at any time upon written notice given to the
Board, the President, or the Secretary. A resignation shall take effect on the
day of receipt or any other time specified in the notice. Acceptance of a
resignation shall not be necessary to make it effective.

5.       CHAIRMAN OF THE BOARD

         The Chairman of the Board, if there shall be one, shall preside at all
meetings of the Board and exercise and perform such other powers and duties as
may be authorized from time to time by the Board.

6.       PRESIDENT

         Subject to such powers, if any, as may be given by the Board to the
Chairman of the Board, if there be one, the President shall be the chief
executive officer of the corporation and shall, subject, to the control of the
Board, have general supervision, direction and control of the business and
officers of the corporation. The President shall preside at all meetings of the
shareholders and in the absence
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of the Chairman, or if there be none, at all meetings of the Board. The
President shall be ex officio a member of all the standing committees, including
the executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of President of the corporation, and
shall have such other powers and duties as may be prescribed by the Board or by
the By-Laws.

7.       VICE PRESIDENT

         In the absence or disability of the President, the Vice Presidents, in
order of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board shall perform all the duties of the President, and when
so acting shall have all the powers of, and be subject to all the restrictions
upon the President. The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board or by the By-Laws.

8.       SECRETARY

         The Secretary shall keep, or cause to be kept, a book of minutes at the
principal executive office or such other place as the Board may designate. The
book of minutes shall include minutes of all meetings of directors and
shareholders with the time and place of holding, whether regular or special, and
if special, how authorized, the notice thereof given, the names of those present
at directors' meetings, and the number of shares present or represented at
shareholders' meetings.

         The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent, if any,
a share register, or duplicate share register, showing the names of the
shareholders and their addresses, the number and classes of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered by cancellation.

         The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and directors required by the By-Laws or by law,
and shall keep the seal of the corporation in safe custody, and shall have such
other powers and perform such other duties as may be prescribed by the Board or
by the By-Laws.

9.       CHIEF FINANCIAL OFFICER

         The Treasurer is the chief financial officer and shall keep and
maintain, or cause to be kept and maintained in accordance with generally
accepted accounting principles, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts,
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disbursements, gains, losses, capital, earnings (or surplus) and shares. The
books of account shall at all reasonable times be open to inspection by any
director.

       The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board. The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board, shall render to the President and Directors, whenever
they request it, an account of all transactions and of the financial condition
of the corporation, and shall have such other powers and perform such other
duties as may be prescribed by the Board or by the By-Laws.

10.    COMPENSATION OF OFFICERS

       The salaries of the officers shall be fixed, from time to time, by the
Board.


                   ARTICLE V - CORPORATE RECORDS AND REPORTS

1.      RECORDS

        The corporation shall maintain adequate and correct accounts, books,
and records of its business and properties in accordance with generally accepted
accounting principles. All of such books, records and accounts shall be kept at
its principal executive office.

        The original or a copy of these By-Laws, as amended to date, certified
by the Secretary, shall be kept at the Corporation's principal executive office.

2.      INSPECTION BY SHAREHOLDERS

        The share register, accounting books and records and minutes of
proceedings of the shareholders, the Board and committees of the Board shall be
open to inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate. Inspection and copying may
be made in person, by agent, or by attorney.

        Shareholders shall also have the right to inspect the original or
certified copy of these By-Laws, as amended to date, kept at the corporation's
principal executive office, at all reasonable times during business hours.

        If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.

<PAGE>   13
3. INSPECTION BY DIRECTORS

     Each director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and also all of its subsidiary
corporations. Inspection by a director may be made in person or by agent or
attorney and includes the right to copy and obtain extracts.

4. WAIVER OF ANNUAL REPORT

     The annual report to shareholders, described in Corp. C. Sec. 1501 is
hereby expressly waived.

5. CONTRACTS, ETC.

     The Board of Directors, except as otherwise provided in the By-Laws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement, or to pledge
its credit, or to render it liable for any purpose or to any amount.

6. CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person(s) and in such manner as shall be
determined from time to time by the Board.

                              ARTICLE VI - SHARES

1. CERTIFICATES FOR SHARES

     Certificates representing shares of the corporation shall be in such form
as shall be determined by the Board. Certificates shall be signed by the
President and by the Secretary or by such other officers authorized by law and
by the Board. They shall state the name of the record holder of the shares
represented thereby, the total authorized issue, the number of shares
represented by the particular certificate, the designation, if any, and class
or series of shares represented thereby, and any statement or legend required
by the California Corporations Code. All certificates for shares shall be
consecutively numbered and issued in consecutive order with the date of
issuance entered thereon.

<PAGE>   14
     Any or all the signatures on the certificates may be made by facsimile
provided that they are countersigned by a transfer agent or transfer clerk and
registered by an incorporated bank or trust company, either domestic or
foreign, as registrar of transfers.

2. TRANSFER ON THE BOOKS

     Upon surrender to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its share register.

3. LOST OR DESTROYED CERTIFICATES

     Any person claiming a share certificate to be lost or destroyed shall make
an affidavit or affirmation of that fact and shall, if the Board so require,
give the corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the Board, in at least double the value of the shares
represented by the lost certificate, whereupon a new certificate may be issued
in the same tenor and for the same number of shares as the one alleged to be
lost or destroyed.

4. RECORD DATE AND CLOSING OF TRANSFER BOOKS

     The Board may fix in advance a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of shareholders,
or entitled to receive payment of any dividend or distribution, or any
allotment of rights, or to exercise rights in respect to any other lawful
action. The record date so fixed shall not be more than sixty (60) nor less
than ten (10) days prior to the date of the meeting or event for the purpose
for which it is fixed. When a record date is fixed, only shareholders of record
on that date are entitled to notice of and to vote at the meeting, or to
receive the dividend, distribution, or allotment of rights, or to exercise the
rights as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date. The Board may close the books
of the corporation against transfers of shares during the whole or any part of
a period of not more than sixty (60) days prior to the date of a shareholders'
meeting, or the date when the right to any dividend, distribution, or
allotment of rights vests, or the effective date of any change, conversion or
exchange of shares.

<PAGE>   15
                          ARTICLE VII - MISCELLANEOUS

1. INDEMNIFICATION

     The corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any proceeding by reason of the
fact that such person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts, actually and reasonably
incurred in connection with such proceeding if the person acted in good faith,
reasonably believing the acts to be in the best interest of the corporation and
having no reason to believe the conduct unlawful. The corporation shall advance
the expenses reasonably expected to be incurred by such agent in defending any
such proceeding upon receipt of the undertaking required by Corp. C. Sec.
317(f). The definition of "agent", "proceeding" and "expenses" in Corp. C. Sec.
317 shall apply herein.

2. CONSTRUCTION, DEFINITIONS AND REFERENCES

     The general provisions, rules of construction and definitions contained in
the General Provisions of the California Corporations Code and in the
California General Corporation Law shall govern the construction of these
By-Laws, unless the context requires otherwise. Corp. C. Sec. references herein
refer to the equivalent sections of the General Corporation Law, effective
January 1, 1977, as amended.

3. CORPORATE SEAL

     The Board shall provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the corporation, the state of
incorporation, the date of incorporation and the words "Corporate Seal" or
"incorporated."

                           ARTICLE VIII - AMENDMENTS

     By-Laws may be adopted, amended or repealed either by affirmative vote of
a majority of the outstanding shares entitled to vote or by the Board. A By-Law
changing the number of directors must be approved by the shareholders. Each
adopted, amended or repealed by-law shall be inserted at the appropriate place
in the original or certified copy of the By-Laws kept at the principal
executive office of the corporation and the date of such adoption, amendment
and repeal shall be noted therein.

<PAGE>   16
                  CERTIFICATION OF THE ADOPTION OF THE BY-LAWS

     The undersigned, Secretary of the corporation, hereby certifies that the
foregoing is a true and correct copy of the By-Laws of the corporation adopted
as of 2-1 1995 by:

     X  the Board of Directors of the corporation.
    ---
        the Incorporators of the corporation.
    ---
        the Shareholders entitled to exercise a majority of the voting power of
    --- the corporation.


Dated: 2-1  1995                        /s/ [illegible signature]
                                            ---------------------
                                                 Secretary