BYLAWS
                                       OF
                                BELL SPORTS CORP.

                             A Delaware Corporation

                        As In Effect On November 21, 1996



                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

         Section 1.1 Annual Meetings.  The annual meeting of the stockholders of
Bell Sports Corp., a Delaware corporation (the "Corporation"),  for the election
of directors and for the  transaction  of such other business as may come before
the meeting  shall be on the third  Wednesday of November of each year, if not a
legal  holiday,  and if a legal holiday,  then on the next  succeeding day not a
legal  holiday,  at such time and at such location as shall be designated by the
Board of  Directors  or at such other date,  time,  and location as the Board of
Directors shall designate. If the election of directors shall not be held on the
day  designated  herein  for  the  annual  meeting  of  stockholders,  or at any
adjournment thereof, the Board of Directors shall cause such election to be held
at a special  meeting  of  stockholders  to be called as soon  thereafter  as is
convenient.

         Section 1.2 Special Meetings.  Special meetings of the Stockholders (as
hereinafter defined) for any purpose or purposes, unless otherwise prescribed by
statute,  may be called at any time only by the Chairman of the Board, the Chief
Executive  Officer,  the Board of  Directors  or by a committee  of the Board of
Directors authorized to call such meetings, and by no other person. The business
transacted  at a special  meeting  of the  Stockholders  shall be limited to the
purpose or  purposes  for which such  meeting  is  called,  except as  otherwise
determined by the Board of Directors or the chairman of the meeting.

         Section 1.3 Notice of Meetings.  Notice of the place,  date and time of
the holding of each annual and special meeting of the  Stockholders  and, in the
case of a special  meeting,  the  purpose or purposes  thereof,  may be given by
personal  delivery or by depositing  it in a postage  prepaid  envelope,  in the
United States mails, air mail or first class, or by delivering it to a telegraph
company, charges prepaid for transmission, or by transmitting it via telecopier,
to each Stockholder entitled to vote at such meeting, not less than ten (10) nor
more than sixty (60) days before the date of such meeting, and, if mailed, shall
be directed to such Stockholder at such  Stockholder's  address as it appears on
the records of the Corporation,  unless such  Stockholder  shall have filed with
the  Secretary  of the  Corporation  a  written  request  that  notices  to such
Stockholder be mailed at some other address, in which case it shall be directed
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to such  Stockholder at such other address.  Such  requirements for notice shall
also be deemed satisfied, except in the case of stockholder meetings required by
law,  if actual  notice is  received  orally or by other  writing  by the person
entitled  thereto as far in advance of the event with respect to which notice is
being given as the minimum  notice  period  required by the laws of the State of
Delaware or these  Bylaws.  Notice of any meeting of  Stockholders  shall not be
required to be given to any  Stockholder who shall attend such meeting in person
or by proxy and shall  not,  at the  beginning  of such  meeting,  object to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened,  or who shall,  either  before or after the  meeting,  submit a signed
waiver of notice,  in person or by proxy.  Unless the Board of  Directors  shall
fix, after the adjournment,  a new record date for an adjourned meeting,  notice
of such  adjourned  meeting need not be given if the time and place to which the
meeting  shall  be  adjourned  were  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 (30) days, or if after the adjournment a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting shall be given to each Stockholder of record.

         Whenever notice is required to be given under any provision of the laws
of the State of Delaware,  the Certificate of Incorporation or these Bylaws,  to
any  stockholder  to whom (i)  notice  of two  consecutive  annual  meetings  of
stockholders,  and all notices of meetings of stockholders  to such  stockholder
during the period between such two consecutive annual meetings,  or (ii) all, or
at least two, payments (if sent by first class mail) of dividends or interest on
securities  of the  Corporation  during a  12-month  period,  have  been  mailed
addressed to such stockholder at the address of such stockholder as shown on the
records of the Corporation and have been returned  undeliverable,  the giving of
such notice to such stockholder  shall not be required.  Any meeting which shall
be taken or held without  notice to such  stockholder  shall have the same force
and effect as if such notice had been duly given. If any such stockholder  shall
deliver to the  Corporation  a written  notice  setting  forth the then  current
address  of such  stockholder,  the  requirement  that  notice  be given to such
stockholder shall be reinstated.

         Section 1.4 Place of Meetings. Meetings of the Stockholders may be held
at such  place,  within  or  without  the  State of  Delaware,  as the  Board of
Directors  or the officer  calling the same shall  specify in the notice of such
meeting,  or in a duly  executed  waiver of  notice  thereof.  If not  otherwise
designated,  the place of any special  meeting shall be the principal  office of
the Corporation in the State of Illinois.
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         Section 1.5 Quorum. At all meetings of the Stockholders, the holders of
a  majority  of the votes of (i) the shares of common  stock of the  Corporation
issued and  outstanding  and entitled to vote  generally  and in the election of
directors  (hereinafter  called "Common Stock") and (ii) the shares of preferred
stock issued and  outstanding and entitled to vote generally and in the election
of directors  (hereinafter  called "Preferred  Stock") (the Common Stock and the
Preferred  Stock  issued  and  outstanding  at any time and from time to time is
sometimes  hereinafter  collectively  referred  to as  "Stock"  and the  holders
thereof are sometimes  hereinafter  referred to as the "Stockholders")  shall be
present  in  person  or by  proxy  in  order  to  constitute  a  quorum  for the
transaction of any business,  except as otherwise  provided by statute or in the
Corporation's   amended  and  Restated   Certificate   of   Incorporation   (the
"Certificate of  Incorporation").  In the absence of a quorum,  the holders of a
majority  of the  shares of the Stock  present  in person or by proxy,  or if no
Stockholder  is  present,  then any officer of the  Corporation  may adjourn the
meeting.  At any such  adjourned  meeting at which a quorum may be present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally called.

         Section 1.6  Organization.  At each  meeting of the  Stockholders,  the
Chairman or Chief Executive  Officer,  or in the absence of the Chairman and the
Chief Executive  Officer,  or the Chairman's and the Chief  Executive  Officer's
inability  to act, any  President,  or in the absence of all  Presidents  or all
Presidents' inability to act, any Vice President, or in the absence or inability
of any such Vice  President  to act,  any person  chosen by a majority  of those
Stockholders  present,  in person or by proxy and shall act as  Chairman  of the
meeting. The Secretary, or in the absence or inability of such Secretary to act,
any  Assistant  Secretary,  or in the  absence or  inability  of such  Assistant
Secretary to act, any person appointed by the Chairman of the meeting, shall act
as secretary of the meeting and keep the minutes thereof.

         Section 1.7 Order of Business. The order of business at all meetings of
the Stockholders shall be as determined by the Chairman of the meeting.

         Section 1.8 Voting.  Except as  otherwise  provided by statute,  by the
Certificate of  Incorporation,  or by any certificate duly filed in the State of
Delaware pursuant to Section 151 of the General  Corporation Law of the State of
Delaware,  or any successor  section thereto,  the  Stockholders  shall have the
exclusive  right  to vote  for  the  election  of  directors  and for all  other
purposes,  each of the  Stockholders  being  entitled to one vote for each share
held in such Stockholder's name on the record of stockholders of the Corporation
on the date fixed by the Board of Directors as the
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record date for the  determination  of the stockholders who shall be entitled to
notice of and to vote at such  meeting;  or if such  record  date shall not have
been so fixed,  then at the close of business on the day next preceding the date
on which notice thereof shall be given, or if notice is waived,  at the close of
business on the day next  preceding  the day on which the meeting is held.  If a
quorum shall be present,  then, except as otherwise  provided by statute,  these
Bylaws, or the Certificate of Incorporation, any corporate action to be taken by
vote of the  Stockholders  shall be  authorized by a majority of the total votes
cast at a meeting of  Stockholders  by the holders of shares of Stock present in
person or  represented  by proxy and  entitled  to vote on such  action.  Unless
required  by  statute,  or  determined  by the  Chairman  of the  meeting  to be
advisable,  the vote on any question need not be by written ballot. On a vote by
written ballot, each ballot shall be signed by the Stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted.

         Section 1.9 Proxies. At every meeting of stockholders, each stockholder
having  the  right to vote  thereat  shall be  entitled  to vote in person or by
proxy. Such proxy shall be filed with the Secretary before or at the time of the
meeting.  No proxy shall be valid  after three years from its date,  unless such
proxy  provides  for a longer  period.  Every  proxy shall be  revocable  at the
pleasure  of the  Stockholder  executing  it,  except  in those  cases  where an
irrevocable proxy is permitted by law.

         A stockholder  may authorize  another person or persons to act for such
stockholder  as proxy (i) by  executing  a writing  authorizing  such  person or
persons to act as such,  which execution may be accomplished by such stockholder
or such stockholder's  authorized officer,  director,  employee or agent signing
such  writing or causing his or her  signature  to be affixed to such writing by
any reasonable means,  including,  but not limited to, facsimile  signature,  or
(ii) by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission (a "Transmission") to the person who will
be the  holder  of the  proxy or to a proxy  solicitation  firm,  proxy  support
service organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such Transmission;  provided,  however,  that any
such  Transmission  must either set forth or be submitted with  information from
which  it can be  determined  that  such  Transmission  was  authorized  by such
stockholder.  Either the  Secretary  or such other person or persons as shall be
appointed  from  time to time by the Board of  Directors,  or the  inspector  or
inspectors  appointed  pursuant to Section 1.12 hereof,  as  appropriate,  shall
examine Transmissions to determine if they are valid. If it is determined that a
Transmission  is valid,  the person or persons making that  determination  shall
specify the information upon which such person or persons relied. Any copy,
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facsimile  telecommunication or other reliable reproduction of such a writing or
such a Transmission  may be substituted or used in lieu of the original  writing
or  Transmission  for any and all  purposes  for which the  original  writing or
Transmission  could  be used;  provided,  however,  that  such  copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or Transmission.

         Section 1.10              Fixing Date for Determination of Stockholders
                                   of Record.

         (a) 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, the Board of Directors may fix a record date, which record
date shall not  precede  the date upon which the  resolution  fixing such record
date shall be adopted by the Board of Directors, and which record date shall not
be more than  sixty  (60) nor less than ten (10)  days  before  the date of such
meeting. If no such record date shall have been fixed by the Board of Directors,
such record date shall be at the close of business on the day next preceding the
day on which such notice is given or, if such notice is waived,  at the close of
business on the day next  preceding the day on which such meeting shall be held.
A  determination  of  stockholders of record entitled to notice of or to vote at
any meeting of  stockholders  shall apply to any  adjournment  of such  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         (b) In order  that  the  Corporation  may  determine  the  stockholders
entitled  to  receive  payment  of any  dividend  or other  distribution  or any
allotment of any rights or the  stockholders  entitled to exercise any rights in
respect of any change,  conversion or exchange of any capital stock,  or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing such record  date shall be adopted by the Board of  Directors,  and which
record  date  shall not be more than  sixty  (60)  days  prior to such  payment,
allotment or other  action.  If no such record date shall have been fixed,  such
record  date shall be at the close of  business on the day on which the Board of
Directors  shall adopt the  resolution  relating to such  payment,  allotment or
other action.

         Section  1.11 List of  Stockholders.  The officer who has charge of the
stock ledger of the  Corporation  shall prepare and make, at least ten (10) 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
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germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting  either  at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  Stockholder  who is
present.  Such  stock  ledger  shall  be the  only  evidence  as to who  are the
stockholders  entitled to examine such stock  ledger,  such list or the books of
the Corporation or to vote in person or by proxy at any meeting of stockholders.

         Section 1.12  Voting Procedures and Inspectors of Elections.

         (a) The  Board  of  Directors  shall,  in  advance  of any  meeting  of
Stockholders,  appoint one or more inspectors (individually, an "Inspector," and
collectively,  "Inspectors")  to act at such  meeting and make a written  report
thereof.  The Board of Directors  may designate one or more persons as alternate
Inspectors  to replace any  Inspector  who shall fail to act. If no Inspector or
alternate  shall be able to act at such  meeting,  the person  presiding at such
meeting shall  appoint one or more other  persons to act as Inspectors  thereat.
Each Inspector,  before entering upon the discharge of his or her duties,  shall
take and sign an oath  faithfully to execute the duties of Inspector with strict
impartiality and according to the best of his or her ability.

         (b) The Inspectors  shall (i) ascertain the number of shares of capital
stock  of the  Corporation  outstanding  and the  voting  power  of  each,  (ii)
determine the shares of capital  stock of the  Corporation  represented  at such
meeting  and the  validity  of proxies  and  ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the
disposition of any challenges  made to any  determination  by the Inspectors and
(v) certify their determination of the number of such shares represented at such
meeting and their count of all votes and ballots.  The Inspectors may appoint or
retain  other  persons or entities to assist  them in the  performance  of their
duties.

         (c) The date and time of the  opening  and the closing of the polls for
each  matter  upon which the  stockholders  will vote at such  meeting  shall be
announced at such meeting.  No ballots,  proxies or votes,  nor any  revocations
thereof  or changes  thereto,  shall be  accepted  by the  Inspectors  after the
closing of the polls unless the Court of Chancery of the State of Delaware  upon
application by any stockholder shall determine otherwise.

         (d) In  determining  the  validity and counting of proxies and ballots,
the Inspectors shall be limited to an examination of the proxies,  any envelopes
submitted with such proxies, any
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information  provided in accordance with the second  paragraph of Section 1.9 of
these  Bylaws,  ballots  and the regular  books and records of the  Corporation,
except that the  Inspectors  may consider  other  reliable  information  for the
limited purpose of reconciling  proxies and ballots submitted by or on behalf of
banks,  brokers,  their nominees or similar  persons which  represent more votes
than the holder of a proxy is authorized  by a Stockholder  of record to cast or
more votes than such  Stockholder  holds of record.  If the Inspectors  consider
other  reliable  information  for the  limited  purpose  permitted  herein,  the
Inspectors,  at the time they make their certification pursuant to paragraph (b)
of this Section 1.12, shall specify the precise information  considered by them,
including the person or persons from whom they obtained such  information,  when
the information was obtained,  the means by which such  information was obtained
and the basis for the Inspectors'  belief that such  information is accurate and
reliable.

         Section  1.13  Voting of Shares by Certain  Holders.  Shares of capital
stock of the Corporation standing in the name of another  corporation,  domestic
or foreign, and entitled to vote may be voted by such officer, agent or proxy as
the Bylaws of such other  corporation  may  prescribe or, in the absence of such
provision, as the board of directors of such other corporation may determine.

         Shares of capital  Stock of the  Corporation  standing in the name of a
deceased person, a minor, an incompetent or a corporation  declared bankrupt and
entitled  to  vote  may  be  voted  by  an  administrator,  executor,  guardian,
conservator  or  trustee,  as the case may be,  either  in  person  or by proxy,
without transfer of such shares into the name of the official so voting.

         A  Stockholder  whose shares of capital  Stock of the  Corporation  are
pledged  shall be entitled to vote such shares  unless on the transfer  books of
the  Corporation  the pledgor has  expressly  empowered the pledgee to vote such
shares,  in which case only the pledgee,  or such pledgee's proxy, may represent
such shares and vote thereon.

         Shares  of  capital   stock  of  the   Corporation   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 shall be held by the
Corporation,  shall not be voted at any meeting of Stockholders and shall not be
counted in determining the total number of outstanding shares for the purpose of
determining  whether a quorum is present.  Nothing in this Section 1.13 shall be
construed to limit the right of the  Corporation to vote shares of capital stock
of the Corporation held by it in a fiduciary capacity.
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         Section  1.14 Action by Written  Consent.  No action  required to be or
which may be taken at any  annual or  special  meeting  of  Stockholders  of the
Corporation  may be taken without a meeting,  and the power of  Stockholders  to
consent in writing, without a meeting, is specifically denied.

         Section  1.15  Advance  Notice of  Stockholder  Business.  At an annual
meeting of the Stockholders, only such business shall be conducted as shall have
been  properly  brought  before the meeting.  To be properly  brought  before an
annual meeting,  business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of Directors,  or (iii) otherwise properly brought before the meeting by a
Stockholder.  For business to be properly  brought before an annual meeting by a
Stockholder, the Stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a Stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy (70)
days' notice or prior public  disclosure  of the date of the meeting is given or
made to Stockholders, notice by the Stockholder to be timely must be so received
not later than the close of business on the 10th day  following the day on which
such  notice  of the  date of the  annual  meeting  was  mailed  or such  public
disclosure was made. A Stockholder's  notice to the Secretary shall set forth as
to each matter the Stockholder proposes to bring before the annual meeting (w) a
brief  description  of the  business  desired  to be  brought  before the annual
meeting and the reasons for conducting such business at the annual meeting,  (x)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
Stockholder  proposing such business,  (y) the class and number of shares of the
Corporation  which  are  beneficially  owned  by the  Stockholder,  and  (z) any
material interest of the Stockholder in such business.  Notwithstanding anything
in the Bylaws to the  contrary,  no business  shall be  conducted  at any annual
meeting except in accordance with the procedures set forth in this Section 1.15.
The Chairman of the annual  meeting shall,  if the facts warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance  with the provisions of this Section 1.15, and if the Chairman
of the meeting should so determine, the Chairman shall so declare to the meeting
and any such  business  not  properly  brought  before the meeting  shall not be
transacted.

         Section  1.16  Notice of  Stockholder  Nominees.  Only  persons who are
nominated in accordance with the procedures set forth in this Section 1.16 shall
be eligible for election as  Directors.  Nominations  of persons for election to
the Board of Directors of
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the  Corporation may be made at a meeting of Stockholders by or at the direction
of the Board of Directors or by any Stockholder of the  Corporation  entitled to
vote for the election of  Directors at the meeting who complies  with the notice
procedures set forth in this Section 1.16.  Such  nominations,  other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the  Corporation.  To be timely,  a
Stockholder's  notice  shall be  delivered  to or  mailed  and  received  at the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided,  however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to Stockholders,  notice by the Stockholder
to be timely  must be so  received  not later than the close of  business on the
10th day  following  the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such  Stockholder's  notice shall set
forth (a) as to each  person  whom the  Stockholder  proposes  to  nominate  for
election or re-election as a Director,  (i) the name, age,  business address and
residence address of such person, (ii) the principal occupation or employment of
such person,  (iii) the class and number of shares of the Corporation  which are
beneficially  owned by such  person and (iv) any other  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
without  limitation  such persons'  written  consent to being named in the proxy
statement as a nominee and to serving as a Director if  elected);  and (b) as to
the  Stockholder  giving the notice (i) the name and address,  as they appear on
the  Corporation's  books, of such  Stockholder and (ii) the class and number of
shares of the Corporation which are beneficially  owned by such Stockholder.  At
the  request  of the Board of  Directors  any person  nominated  by the Board of
Directors  for  election as a Director  shall  furnish to the  Secretary  of the
Corporation that information  required to be set forth in a Stockholder's notice
of  nomination  which  pertains to the nominee.  No person shall be eligible for
election as a Director of the  Corporation  unless  nominated in accordance with
the  procedures  set forth in this  Section  1.16.  The  Chairman of the meeting
shall,  if the facts  warrant,  determine  and  declare  to the  meeting  that a
nomination  was not made in  accordance  with the  procedures  prescribed by the
Bylaws,  and if the Chairman should so determine,  the Chairman shall so declare
to the meeting and the defective nomination shall be disregarded.
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                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 2.1 General Powers. The business and affairs of the Corporation
shall be managed by the Board of Directors.  The Board of Directors may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the  Certificate  of  Incorporation  directed or
required to be exercised or done by the Stockholders.

         Section 2.2 Number,  Qualifications,  Election, and Term of Office. The
number of directors  constituting  the entire Board shall be not less than three
(3) nor more than nine (9) as fixed from time to time by vote of a  majority  of
the entire Board;  provided,  however, that the number of directors shall not be
reduced so as to shorten  the term of any  director  at the time in office,  and
provided,  further,  that the number of directors  constituting the entire Board
shall be nine (9) until otherwise fixed by a majority of the entire Board.

         Section 2.3 Place of Meeting. Meetings of the Board of Directors may be
held at such  place,  within or without the State of  Delaware,  as the Board of
Directors may from time to time determine or shall be specified in the notice or
waiver of notice of such meeting. If not otherwise designated,  the place of any
special meeting shall be the principal office of the Corporation in the State of
Illinois.

         Section  2.4  Regular  Meetings.  Regular  meetings  of  the  Board  of
Directors  shall be held  quarterly at such place as the Board of Directors  may
from time to time  determine.  If any day fixed for a regular meeting shall be a
legal  holiday at the place  where the  meeting is to be held,  then the meeting
which would  otherwise be held on that day shall be held at the same hour on the
next  succeeding  business  day.  Notice  of  regular  meetings  of the Board of
Directors  need not be given  except as  otherwise  required by statute or these
Bylaws.

         Section  2.5  Special  Meetings.  Special  meetings  of  the  Board  of
Directors may be called by any three (3) directors of the  Corporation or by the
Chairman, or by the Chief Executive Officer.

         Section 2.6 Notice of Meetings.  Notice of each special  meeting of the
Board of  Directors  (and of each  regular  meeting  for which  notice  shall be
required)  shall be given  by the  Secretary  as  hereinafter  provided  in this
Section  2.6, in which notice shall be stated the time and place of the meeting.
Notice  of  each  such  meeting  shall  be  delivered  to each  director  either
personally or by telephone,  telegraph cable or telecopier, at least twenty-four
(24) hours before the time at which such meeting is to be held or by  depositing
it, in a sealed envelope,
                                     - 10 -
<PAGE>
in the United States mails first class mail, postage prepaid,  addressed to each
director at the director's residence, or usual place of business, at least three
(3) days before the day on which such meeting is to be held.  Notice of any such
meeting need not be given to any director who shall,  either before or after the
meeting,  submit a signed  waiver of notice or who  shall  attend  such  meeting
without protesting, prior to or at its commencement,  the lack of notice to such
director. Except as otherwise specifically required by these Bylaws, a notice or
waiver of notice of any regular or special meeting need not state the purpose of
such meeting.

         Section 2.7 Quorum and Manner of Acting. A majority of the entire Board
of Directors shall be present in person at any meeting of the Board of Directors
in order to constitute a quorum for the transaction of business at such meeting,
and,  except as otherwise  expressly  required by statute or the  Certificate of
Incorporation,  the act 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.  In the
absence of a quorum at any meeting of the Board of Directors,  a majority of the
directors  present  thereat,  or if no director be present,  the Secretary,  may
adjourn such meeting to another time and place,  or such  meeting,  unless it be
the first meeting of the Board of Directors,  need not be held. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called.  Except as provided in
Article III of these  Bylaws,  the  directors  shall act only as a Board and the
individual directors shall have no power as such.

         Section 2.8 Telephonic  Meetings.  Members of the Board of Directors or
of any  committee  designated  by the Board of Directors  may  participate  in a
meeting of the Board of Directors or such committee through conference telephone
or similar communications  equipment by means of which all persons participating
in such meeting can hear each other, and  participation in any meeting conducted
pursuant  to this  Section  2.8  shall  constitute  presence  in  person at such
meeting.

         Section 2.9  Organization.  At each meeting of the Board of  Directors,
the Chairman, or, in the absence of or inability of the Chairman to act, another
director chosen by a majority of the directors  present shall act as Chairman of
the meeting and preside thereat.  The Secretary (or, in the absence or inability
to act of the  Secretary  any person  appointed  by the  Chairman)  shall act as
secretary of the meeting and keep the minutes thereof.

         Section 2.10 Presumption of Assent.  Unless  otherwise  provided by the
laws of the State of  Delaware,  a  director  who is present at a meeting of the
Board of  Directors  or a  committee  thereof  at which  action  is taken on any
corporate matter shall be
                                     - 11 -
<PAGE>
presumed to have assented to the action taken unless his or her dissent shall be
entered in the minutes of such meeting or unless he or she shall file his or her
written  dissent to such  action  with the person  acting as  secretary  of such
meeting  before  the  adjournment  thereof  or shall  forward  such  dissent  by
registered  mail to the  Secretary  immediately  after the  adjournment  of such
meeting.  Such right to dissent shall not apply to a director who voted in favor
of such action.

         Section 2.11  Resignations.  Any director of the Corporation may resign
at any time by giving written notice of such director's resignation to the Board
of Directors or the President or the Secretary.  Any such resignation shall take
effect  at the time  specified  therein  or,  if the time  when it shall  become
effective shall not be specified  therein,  immediately  upon its receipt;  and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 2.12 Vacancies. Any vacancies in the Board of Directors for any
reason  and any  directorships  resulting  from any  increase  in the  number of
directors  may be filled by a majority of the directors  then in office,  though
less than a quorum, or by a sole remaining director, and any directors so chosen
shall hold office until the next election of the class for which such  directors
shall  have  been  chosen  and  until  their  successors  are duly  elected  and
qualified.  If there are no directors  in office,  then an election of directors
may be held in the manner  provided by  statute.  If, at the time of filling any
vacancy or any newly created  directorship,  the directors  then in office shall
constitute less than a majority of the whole Board (as  constituted  immediately
prior to any such increase),  the Court of Chancery may, upon application of any
holder  or  holders  of at least  ten  percent  (10%)  of the  Stock at the time
outstanding and entitled to vote to fill the vacancy summarily order an election
to be held to fill any such  vacancies  or newly  created  directorships,  or to
replace  the  directors  chosen  by the  directors  then in  office.  Except  as
otherwise provided in these Bylaws, when one or more directors shall resign from
the Board of Directors,  effective at a future date, a majority of the directors
then in office,  including  those who have so resigned,  shall have the power to
fill such  vacancy  or  vacancies,  the vote  thereon to take  effect  when such
resignation or resignations shall become effective,  and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Section 2.13 Removal of Directors. Notwithstanding any provision of the
Certificate of Incorporation or these Bylaws (and  notwithstanding the fact that
some lesser percentage may be specified by law, the Certificate of Incorporation
or  these  Bylaws),  any  director  or the  entire  Board  of  Directors  of the
Corporation may be removed at any time, but only for cause and
                                     - 12 -
<PAGE>
only by the affirmative vote of the holders of sixty-five  percent (65%) or more
of the Stock  cast at a meeting  of the  Stockholders  called  and held for that
purpose.  Notwithstanding the foregoing, and except as otherwise required by law
or by the Certificate of Incorporation,  whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class, to
elect one or more directors of the  Corporation,  the provisions of this Section
shall not apply  with  respect  to the  director  or  directors  elected by such
holders of Preferred  Stock,  but such director or directors may be removed only
for cause and only by the affirmative vote of the holders of sixty-five  percent
(65%) or more of the series of Preferred  Stock which  elected such  director or
directors.

         Section 2.14 Compensation.  The Board of Directors shall have authority
to  fix  the  compensation,  including  fees  and  reimbursement  of  reasonable
expenses, of directors for services to the Corporation in any capacity, provided
no such payment shall preclude any director from serving the  Corporation in any
other capacity and receiving compensation therefor.

         Section 2.15 Action Without  Meeting.  Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken  without a meeting  if all  members  of the Board of  Directors  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

         Section 2.16  Executive  Committee.  The Board of Directors may, in its
discretion, by resolution passed by a majority of the entire Board of Directors,
designate an Executive  Committee  consisting of such number of directors as the
Board of Directors shall determine.  The Executive  Committee shall have and may
exercise  all of the  powers  and  authority  of the Board of  Directors  in the
management  of the business and affairs of the  Corporation  with respect to any
matter  which  may  require  action  prior to,  or which in the  opinion  of the
Executive  Committee may be  inconvenient,  inappropriate  or  undesirable to be
postponed until, the next meeting of the Board of Directors;  provided, however,
that the Executive  Committee shall not have the power or authority of the Board
of Directors in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or  consolidation,  recommending to the  stockholders the
sale,  lease  or  exchange  of all  or  substantially  all of the  Corporation's
property and assets,  recommending  to the  stockholders  a  dissolution  of the
Corporation  or a  revocation  of such a  dissolution,  amending  these  Bylaws,
declaring  a  dividend,  authorizing  the  issuance  of  capital  stock  of  the
Corporation,  adopting  a  certificate  of  ownership  and  merger or  otherwise
approving a  transaction  with an  aggregate  value in excess of  $100,000.  Any
member of the Board of Directors may request the
                                     - 13 -
<PAGE>
chairman of the Executive Committee to call a meeting of the Executive Committee
with respect to a specified subject.

         Section 2.17 Other Committees.  The Board of Directors may from time to
time, in its discretion,  by resolution passed by a majority of the entire Board
of Directors, designate other committees of the Board of Directors consisting of
such number of directors as the Board of Directors shall determine,  which shall
have and may exercise such lawfully  delegable powers and duties of the Board of
Directors as shall be conferred or authorized by such  resolution.  The Board of
Directors  shall  have the power to change at any time the  members  of any such
committee, to fill vacancies and to dissolve any such committee.

         In connection with the foregoing,  the  Corporation  shall establish an
Audit Committee,  Compensation  Committee,  Management Stock Incentive Committee
and Outside  Directors  Stock  Option  Committee,  in addition to the  Executive
Committee.  The  chairmen  of the  Compensation  and Audit  Committees  shall be
persons not regularly  employed by the Corporation.  In addition,  a majority of
the members of the Audit  Committee  shall be persons not regularly  employed by
the Corporation.  No member of the Management Stock Incentive Committee shall be
entitled to receive stock options  under any stock option plan  administered  by
such committee.

         Section 2.18  Alternates.  The Board of Directors may from time to time
designate  from among the directors  alternates to serve on any committee of the
Board of Directors to replace any absent or  disqualified  member at any meeting
of such  committee.  Whenever a quorum  cannot be secured for any meeting of any
committee from among the regular members thereof and designated alternates,  the
member or members of such committee present at such meeting and not disqualified
from voting,  whether or not  constituting  a quorum,  may  unanimously  appoint
another  director to act at such meeting in place of any absent or  disqualified
member.

         Section  2.19 Quorum and Manner of Acting -  Committees.  A majority of
the members of any committee of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of such committee, and the act of
a majority  of the  members  present at any meeting at which a quorum is present
shall be the act of such committee.

         Section 2.20 Committee Chairman,  Books and Records,  Etc. The chairman
of each  committee  of the Board of Directors  shall be selected  from among the
members of such committee by the Board of Directors,  or, in the absence of such
selection, by the majority vote of the Committee's members.
                                     - 14 -
<PAGE>
         Each committee shall keep a record of its acts and proceedings, and all
actions of each  committee  shall be reported to the Board of  Directors  at its
next meeting.

         Each  committee  shall fix its own rules of procedure not  inconsistent
with these Bylaws or the resolution of the Board of Directors  designating  such
committee  and shall  meet at such times and places and upon such call or notice
as shall be provided by such rules.

         Section 2.21 Reliance upon Records. Every director, and every member of
any committee of the Board of Directors, shall, in the performance of his or her
duties,  be fully  protected  in relying  in good faith upon the  records of the
Corporation and upon such information, opinions, reports or statements presented
to the  Corporation  by  any of the  Corporation's  officers  or  employees,  or
committees of the Board of  Directors,  or by any other person as to matters the
director  or  member   reasonably   believes  are  within  such  other  person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, including, but not limited to, such records,
information,  opinions,  reports or statements as to the value and amount of the
assets,  liabilities  and/or net profits of the Corporation,  or any other facts
pertinent  to the  existence  and amount of  surplus  or other  funds from which
dividends  might properly be declared and paid, or with which the  Corporation's
capital stock might properly be purchased or redeemed.

         Section 2.22 Interested Directors.  The presence of a director,  who is
directly  or  indirectly  a  party  in  a  contract  or  transaction   with  the
Corporation, or between the Corporation and any other corporation,  partnership,
association  or other  organization  in which such  director  is a  director  or
officer or has a financial  interest,  may be counted in  determining  whether a
quorum is  present  at any  meeting  of the Board of  Directors  or a  committee
thereof at which such contract or transaction  is discussed or  authorized,  and
such  director  may  participate  in such  meeting  to the extent  permitted  by
applicable  law,  including  Section 144 of the General  Corporation  Law of the
State of Delaware.

                                   ARTICLE III
                                    OFFICERS

         Section 3.1 Number and Qualifications.  The officers of the Corporation
shall be the Chairman of the Board of Directors,  the Chief  Executive  Officer,
President or  Presidents,  Vice  President  or Vice  Presidents,  Treasurer  and
Secretary. Any two or more offices may be held by the same person. Such officers
shall be  elected  from  time to time by the  Board of  Directors,  each to hold
office  until the meeting of the Board of  Directors  following  the next annual
meeting of the stockholders, or until such officer's
                                     - 15 -
<PAGE>
successor shall have been duly elected and shall have  qualified,  or until such
officer's  death,  or until  such  officer  shall  have  resigned,  or have been
removed,  as  hereinafter  provided in these Bylaws.  The Board of Directors may
from time to time  elect,  or the  Chairman  may  appoint,  such other  officers
(including one or more Vice  Presidents,  Assistant Vice  Presidents,  Assistant
Secretaries  and  Assistant  Treasurers),  and such other  officers,  agents and
representatives,  as may be  necessary  or  desirable  for the  business  of the
Corporation.  Such other officers,  agents and  representatives  shall have such
duties  and shall hold their  offices or  appointments  for such terms as may be
prescribed  by  the  Board  of  Directors  or  by  the   appointing   authority.
Notwithstanding  anything to the contrary contained in this Article, in no event
shall the term of any such officer,  agent or representative  appointed pursuant
to this Article shorten or lengthen the employment  term of such officer,  agent
or  representative  as  set  forth  in any  Employment  Agreement  between  such
individual and the Corporation or its subsidiaries.

         Section 3.2 Resignations.  Any officer,  agent or representative of the
Corporation  may resign at any time by giving  written  notice of such officer's
resignation to the Board of Directors,  the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified  therein,  immediately upon its
receipt;  and  unless  otherwise  specified  therein,  the  acceptance  of  such
resignation shall not be necessary to make it effective.


         Section  3.3  Removal.  Any  officer,  agent or  representative  of the
Corporation  may be removed,  either with or without cause,  at any time, by the
vote of the majority of the entire  Board of  Directors.  Such removal  shall be
without prejudice to the contractual rights, if any, of the person so removed.

         Section 3.4 Vacancies.  A vacancy in any office,  whether  arising from
death, resignation,  removal or any other cause, may be filled for the unexpired
portion  of the  term  of the  office  which  shall  be  vacant,  in the  manner
prescribed  in these  Bylaws for the  regular  election or  appointment  of such
office.

         Section 3.5 Officers' Bonds or Other Security. If required by the Board
of Directors, any officer, agent or representative of the Corporation shall give
a bond or other security for the faithful  performance of such officer's duties,
in such amount and with such surety or  sureties as the Board of  Directors  may
require. Such bond may be at the expense of the Corporation.

         Section 3.6 Compensation.  The compensation of the officers,  including
the  Chairman  of the  Board of the  Corporation,  for  their  services  as such
officers shall be fixed from time to
                                     - 16 -
<PAGE>
time by the Board of Directors or the Compensation  Committee, if any, provided,
however,  that the Board of Directors  may delegate to the Chairman the power to
fix the compensation of officers,  agents and  representatives  appointed by the
Chairman.  An officer of the  Corporation  shall not be prevented from receiving
compensation  by reason of the fact that such  officer is also a director of the
Corporation.

         Section 3.7 Chief Executive Officer. The Chief Executive Officer of the
Corporation  shall have the general and active management of the business of the
Corporation  and general and active  supervision  and  direction  over the other
officers, agents,  representatives and employees and shall see that their duties
are properly performed.  The Chief Executive Officer shall, if present,  preside
at each meeting of the  Stockholders  and of the Board of Directors and shall be
an ex-officio  member of all  committees  of the Board of  Directors.  The Chief
Executive  Officer  shall  perform  all duties  incident  to the office of Chief
Executive  Officer and such other duties as may from time to time be assigned to
such by the Board of Directors.  The Chief  Executive  Officer may also be named
the Chairman of the Board of Directors,  which title shall also be considered an
officership of the Corporation.

         Section 3.8 President or Presidents.  The President or Presidents shall
perform such duties as from time to time shall be assigned to such  President by
the Board of Directors,  or the Chairman or the Chief Executive Officer,  and in
the absence or  inability of the Chairman  and Chief  Executive  Officer,  shall
perform the duties of the Chief Executive Officer,  in the order designated,  or
in the absence of any designation, then in the order of their election, and when
so acting,  shall have all the powers of and be subject to all the  restrictions
upon the Chief Executive  Officer.  The Board of Directors may designate certain
Presidents  as being in charge of designated  divisions,  plants or functions of
the Corporation's business and add appropriate descriptions to their titles.

         Section  3.9 The Vice  Presidents.  In the event of the  absence of the
President or Presidents or in the event of his or their  inability or refusal to
act,  each Vice  President,  in the order  designated,  or in the absence of any
designation,  then in the order of their  election,  shall perform the duties of
such President or Presidents,  when so acting,  shall have all the powers of and
be subject to all the restrictions  upon such President.  The Board of Directors
may also  designate  certain Vice  Presidents  as being in charge of  designated
divisions, plants or functions of the Corporation's business and add appropriate
descriptions to their titles.  The Vice Presidents shall also perform such other
duties as from time to time may be assigned to them by the Board of Directors or
by the chief executive officer of the Corporation.
                                     - 17 -
<PAGE>
         Section 3.10 Secretary and Assistant Secretaries. The Secretary shall:

         (a)  keep or cause to be kept in one or more  books  provided  for that
purpose,  the minutes of the meetings of the Board of Directors,  the committees
of the Board of Directors and the stockholders;

         (b) see  that  all  notices  are  duly  given  in  accordance  with the
provisions of these Bylaws and as required by law;

         (c) be  custodian  of the records and the seal of the  Corporation  and
affix and attest the seal to all stock  certificates of the Corporation  (unless
the  seal of the  Corporation  on such  certificates  shall be a  facsimile,  as
hereinafter  provided),  if necessary and affix and attest the seal to all other
documents  to be  executed  on behalf  of the  Corporation  under  its seal,  if
necessary;

         (d) see  that  the  books,  reports,  statements,  certificates,  stock
transfer  books and other  documents and records  required by law to be kept and
filed are properly kept and filed; and

         (e) in  general,  perform  all the  duties  incident  to the  office of
Secretary  and such other  duties as from time to time may be  assigned  to such
Secretary by the Board of Directors or the President.

         The  assistant  secretary,  or if there be more than one, the assistant
secretaries,  in the order  determined by the Board of Directors (or if there be
no such  determination,  then in the  order of  their  election)  shall,  in the
absence of the secretary or in the event of the secretary's inability or refusal
to act,  perform the duties and exercise the powers of the  secretary  and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

         Section 3.11 Treasurer and Assistant Treasurers. The Treasurer shall:

         (a) have the custody of the corporate  funds and  securities  and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the  Corporation  and shall deposit all moneys and other valuable  effects in
the name and to the credit of the  Corporation  in such  depositories  as may be
designated by the Board of Directors;

         (b)  disburse  the funds of the  Corporation  as may be  ordered by the
Board of Directors or the Chairman or the Chief Executive Officer, taking proper
vouchers for such disbursements,  and shall render to the Chairman and the Board
of  Directors,  at its  regular  meetings,  or when  the  Chairman  or  Board of
Directors so requires,
                                     - 18 -
<PAGE>
an  account  of  all  such  treasurer's  transactions  as  treasurer  and of the
financial condition of the Corporation; and

         (c) if required by the Board of Directors, give the Corporation, at the
Corporation's  cost, a bond (which shall be renewed every six years) in such sum
and with  such  surety  or  sureties  as shall be  satisfactory  to the Board of
Directors for the faithful  performance of the duties of such treasurer's office
and for the restoration to the Corporation,  in case of such treasurer's  death,
resignation,  retirement  or removal  from  office,  of all the  books,  papers,
vouchers,  money  and  other  property  of  whatever  kind in  such  treasurer's
possession or under such treasurer's control belonging to the Corporation.

         (d) in  general,  perform  all the  duties  incident  to the  office of
Treasurer  and such other  duties as from time to time may be  assigned  to such
Treasurer by the Board of Directors or Chairman or the Chief Executive Officer.

         The  assistant  treasurer,  or if there  shall be more  than  one,  the
assistant  treasurers  in the order  determined by the Board of Directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the  treasurer or in the event of such  treasurer's  inability or
refusal to act,  perform the duties and exercise the powers of the treasurer and
shall  perform  such other  duties  and have such  other  powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE IV
                                 INDEMNIFICATION

         The  Corporation  shall indemnify its officers,  directors,  agents and
representatives  pursuant  to Article  Sixth of the  Corporation's  amended  and
Restated Certificate of Incorporation.

                                    ARTICLE V
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

         Section  5.1  Certificates  of Stock.  Shares of  capital  stock of the
Corporation shall be represented by certificates  which shall be in such form as
may be  determined  by the Board of  Directors,  shall be numbered  and shall be
entered on the books of the  Corporation as they are issued.  Such  certificates
shall indicate the holder's name and the number of shares evidenced  thereby and
shall be signed by the Chief Executive  Officer, a President or a Vice President
and by the Secretary or an Assistant  Secretary.  If any stock certificate shall
be manually  signed (i) by a transfer  agent or an assistant  transfer  agent or
(ii) by a transfer  clerk acting on behalf of the  Corporation  and a registrar,
the signature of any officer of the  Corporation  may be facsimile.  In case any
such  officer  whose  facsimile  signature  has  been  used  on any  such  stock
certificate shall cease to be
                                     - 19 -
<PAGE>
such  officer,  whether  because of death,  resignation,  removal or  otherwise,
before such stock certificate shall have been delivered by the Corporation, such
stock certificate may nevertheless be delivered by the Corporation as though the
person whose facsimile signature has been used thereon had not ceased to be such
officer.

         Section  5.2  Lost,  Stolen  or  Destroyed  Certificates.  The Board of
Directors in individual cases, or by general  resolution or by delegation to the
transfer agent for the Corporation,  may direct that a new stock  certificate or
certificates  for shares of capital stock of the  Corporation be issued in place
of any stock certificate or certificates  theretofore  issued by the Corporation
claimed to have been lost, stolen or destroyed,  upon the filing of an affidavit
to that effect by the person  claiming  such loss,  theft or  destruction.  When
authorizing  such an issuance of a new stock  certificate or  certificates,  the
Board of Directors may, in its  discretion and as a condition  precedent to such
issuance,  require the owner of such lost, stolen or destroyed stock certificate
or certificates  to advertise the same in such manner as the  Corporation  shall
require  and/or to give the  Corporation  a bond in such sum as it may direct as
indemnity  against  any claim  that may be made  against  the  Corporation  with
respect  to the stock  certificate  or  certificates  claimed to have been lost,
stolen or destroyed.

         Section 5.3 Transfers of Stock.  Upon  surrender to the  Corporation or
the  transfer  agent of the  Corporation  of a stock  certificate  for shares of
capital stock of the Corporation duly endorsed or accompanied by proper evidence
of  succession,  assignment  or authority to transfer or, if the relevant  stock
certificate  for shares of capital stock of the  Corporation  is claimed to have
been lost,  stolen or destroyed,  upon compliance with the provisions of Section
5.2 of these Bylaws,  and upon payment of applicable  taxes with respect to such
transfer, and in compliance with any restrictions on transfer applicable to such
stock  certificate or the shares  represented  thereby of which the  Corporation
shall have  notice and  subject  to such rules and  regulations  as the Board of
Directors  may from time to time deem  advisable  concerning  the  transfer  and
registration  of  stock   certificates  for  shares  of  capital  stock  of  the
Corporation, the Corporation shall issue a new stock certificate or certificates
for such shares to the person entitled thereto, cancel the old stock certificate
and record the  transaction  upon its books.  Transfers  of shares shall be made
only on the books of the Corporation by the registered holder thereof or by such
holder's  attorney or successor duly  authorized as evidenced by documents filed
with the Secretary or transfer agent of the  Corporation.  Whenever any transfer
of shares  of  capital  stock of the  Corporation  shall be made for  collateral
security, and not absolutely,  it shall be so expressed in the entry of transfer
if, when the stock certificate or certificates representing such
                                     - 20 -
<PAGE>
shares are presented to the  Corporation  for transfer,  both the transferor and
transferee request the Corporation to do so.


                                   ARTICLE VI
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         Section 6.1 Contracts. The Board of Directors may authorize any officer
or  officers,  or agent or agents,  to enter into any  contract  or execute  and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

         Section  6.2  Loans.  No loans  shall be  contracted  on  behalf of the
Corporation and no evidences of indebtedness  shall be issued in the name of the
Corporation  unless  authorized  by or pursuant to a  resolution  adopted by the
Board of  Directors.  Such  authority  may be general or  confined  to  specific
instances.

         Section 6.3 Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money issued in the name of the  Corporation  shall be signed by such
officers,  employees or agents of the  Corporation as shall from time to time be
designated by the Board of Directors,  the Chairman, the Chief Executive Officer
or the Treasurer.

         Section  6.4  Deposits.  All  funds of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks, trust companies or other depositories as shall be designated from
time to time by the  Board of  Directors,  the  Chairman,  the  Chief  Executive
Officer or the Treasurer; and such officers may designate any type of depository
arrangement (including, but not limited to, depository arrangements resulting in
net debits against the  Corporation) as may from time to time be offered or made
available.


                                   ARTICLE VII
                                  MISCELLANEOUS

         Section 7.1 Fiscal Year. The fiscal year of the  Corporation  shall end
on the Saturday closest to June 30th, or as otherwise designated by the Board of
Directors.

         Section 7.2 Seal. The Board of Directors may provide a corporate  seal,
which  shall  be in the  form of the  name  of the  Corporation  and  the  words
"Corporate Seal  Delaware." Such seal may be used, if necessary,  by causing it,
or a facsimile thereof, to be impressed or affixed or otherwise reproduced.

         Section 7.3 Registered Office. The registered office of the Corporation
in the State of Delaware shall be located at 32
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Loockerman  Square,  Suite L-100 in the City of Dover,  County of Kent,  and the
name of its registered agent is The Prentice-Hall Corporation System, Inc.

         Section 7.4 Other  Offices.  The  Corporation  may have offices at such
other  places,  both  within  or  without  the  State of  Delaware,  as shall be
determined from time to time by the Board of Directors or as the business of the
Corporation may require.

         Section 7.5 Waiver of Notice of Meetings of Stockholders, Directors and
Committees.  Whenever any notice is required to be given under any provisions of
the laws of the State of Delaware,  the  Certificate of  Incorporation  or these
Bylaws,  any written waiver of notice,  signed by the person or persons entitled
to notice,  whether  before or after the time  stated  therein,  shall be deemed
equivalent to such notice.  Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when the person attends a meeting for
the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business  to be  transacted  at, nor the purpose of any
regular  or  special  meeting of the  Stockholders,  directors,  or members of a
committee of directors  need be specified in any written waiver of notice unless
so  required  by  the  laws  of  the  State  of  Delaware,  the  Certificate  of
Incorporation or these Bylaws.

         Section  7.6  Contracts  with  Interested   Parties.   No  contract  or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  Corporation,  partnership,
association,  or other  organization  in which one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction,  or solely because any one
or more of such officer's or director's votes are counted for such purpose,  if:
(i) the  material  facts as to such  director's  or  officer's  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative  votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a  quorum;  or (ii) the  material  facts as to such  director's  or
officer's  relationship  or interest and as to the contract or  transaction  are
disclosed or are known to the  Stockholders  entitled to vote  thereon,  and the
contract or transaction is specifically  approved in good faith by a vote of the
Stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or  ratified,  by the  Board  of
Directors, a committee thereof, or the
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Stockholders.  All  directors  may be counted in  determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

         Section 7.7 Form of Records.  Any records maintained by the Corporation
in the regular  course of its business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs,  or any other information storage
device,  provided that the records so kept can be converted into clearly legible
form within a reasonable  time. The Corporation  shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         Section  7.8 Stock in Other  Corporations.  Any  shares of stock in any
other corporation which may from time to time be held by this Corporation may be
represented and voted at any meeting of stockholders of such  corporation by the
Chairman or Chief Executive Officer, or by any other person or persons thereunto
authorized  by the Board of  Directors,  or by any proxy  designated  by written
instrument  of  appointment  executed  in the  name of this  Corporation  by its
Chairman or Chief Executive  Officer or a President or a Vice President.  Shares
of  stock  belonging  to the  Corporation  need  not  stand  in the  name of the
Corporation,  but  may  be  held  for  the  benefit  of the  Corporation  in the
individual  name of the  Treasurer or of any other  nominee  designated  for the
purpose  by the  Board of  Directors.  Certificates  for  shares so held for the
benefit of the  Corporation  shall be  endorsed  in blank or have  proper  stock
powers  attached  so that  said  certificates  are at all  times in due form for
transfer,  and  shall  be held  for  safekeeping  in such  manner  as  shall  be
determined from time to time by the Board of Directors.

         Section 7.9 Amendment of Bylaws.  Notwithstanding  the  foregoing,  the
Stockholders of the Corporation, shall have the power to adopt new Bylaws and to
alter, amend of repeal any Bylaw, whether adopted by them or otherwise,  in each
case only by the affirmative  vote of not less than sixty-five  percent (65%) of
the Stock entitled to vote thereon, cast at a meeting of Stockholders called and
held for that purpose.

         Section 7.10  Dividends.  The Board of  Directors  of the  Corporation,
subject to any restrictions  contained in the Certificate of  Incorporation  and
other lawful commitments of the Corporation,  may declare and pay dividends upon
the outstanding shares of its capital stock in cash, in property or in shares of
capital  stock  of the  Corporation.  Dividends  may be paid  either  out of the
surplus of the  Corporation,  as defined in and computed in accordance  with the
General  Corporation Law of the State of Delaware,  or in case there shall be no
such surplus,  out of the net profits of the  Corporation for the fiscal year in
which the
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dividend is declared  and/or the  preceding  fiscal year.  If the capital of the
Corporation,  computed in  accordance  with the General  Corporation  Law of the
State of Delaware,  shall have been  diminished by  depreciation in the value of
its property,  or by losses, or otherwise,  to an amount less than the aggregate
amount of the capital  represented  by the issued and  outstanding  stock of all
classes  having a  preference  upon the  distribution  of  assets,  the Board of
Directors of the  Corporation  shall not declare and pay out of such net profits
any  dividends  upon any shares of any  classes of its  capital  stock until the
deficiency in the amount of capital  represented  by the issued and  outstanding
stock of all classes having a preference  upon the  distribution of assets shall
have been repaid.

         Section 7.11 Reserves.  The Board of Directors of the  Corporation  may
set apart, out of any of the funds of the Corporation available for dividends, a
reserve or reserves for any proper purpose and may abolish any such reserve.

         Section 7.12  Restriction on Transfer of  Securities.  A restriction on
the transfer or registration of transfer of securities of the Corporation may be
imposed either by the Certificate of  Incorporation  or by these Bylaws or by an
agreement  among any number of  security  holders or among such  holders and the
Corporation.  No  restriction  so  imposed  shall be  binding  with  respect  to
securities issued prior to the adoption of the restriction unless the holders of
the securities are parties to an agreement or voted in favor of the restriction.

         A  restriction  on the transfer of  securities  of the  Corporation  is
permitted by this Section 7.12 if it:

         (a) Obligates the holder of the  restricted  securities to offer to the
Corporation  or to any other holders of securities of the  Corporation or to any
other person or to any combination of the foregoing a prior  opportunity,  to be
exercised within a reasonable time, to acquire the restricted securities; or

         (b)  Obligates  the  Corporation  or any  holder of  securities  of the
Corporation or any other person or any  combination of the foregoing to purchase
the securities which are the subject of an agreement respecting the purchase and
sale of the restricted securities; or

         (c) Requires the  Corporation or the holders of any class of securities
of the  Corporation  to  consent  to any  proposed  transfer  of the  restricted
securities or to approve the proposed  transferee of the restricted  securities;
or

         (d) Prohibits the transfer of the  restricted  securities to designated
persons  or  classes  of  persons;   and  such  designation  is  not  manifestly
unreasonable; or
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         (e) Restricts  transfer or registration of transfer in any other lawful
manner.

         Unless noted conspicuously on the security, a restriction,  even though
permitted by this Section,  is  ineffective  except against a person with actual
knowledge of the restriction.
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