EXHIBIT 3.2

                                 RESTATED BYLAWS

                                       OF

                               COLOR IMAGING, INC.



                                    ARTICLE I

                                     Offices

     Section1.1 Registered Office. The registered office shall be in the City of
Dover,  County  of Kent,  State of  Delaware.

     Section 1.2 Other Offices.  The  corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II
                                  Stockholders

     Section 2.1 Place of Meeting;  Notice. All meetings of stockholders will be
held at the principal  office of the Corporation or at such other place,  either
within or without the State of Delaware,  as shall be specified in the notice of
meeting.

     Section  2.2  Annual  Meeting.  An annual  meeting of  stockholders  of the
Corporation  for the election of directors and for the  transaction of any other
proper  business  shall be held on such date and time as the  directors may fix;
provided,  however,  that each annual  meeting shall be held within fifteen (15)
months  of the  date  of the  preceding  annual  meeting.

     Section 2.3 Special Meetings.  A special meeting of the holders of stock of
the  Corporation  entitled to vote on any business to be  considered at any such

<PAGE>

meeting may be called by holders of at least one-tenth of all shares entitled to
vote at such  meeting  or the  Chairman  of the  Board,  if  any,  or the  Chief
Executive Officer,  or the President,  and shall be called by the Secretary when
directed to do so by the Board of Directors pursuant to a resolution approved by
a majority of the whole  Board of  Directors.

     Section  2.4 Notice of  Meetings.  Whenever  stockholders  are  required or
permitted to take any action at a meeting, unless notice is waived in writing by
all  stockholders  entitled  to vote at the  meeting,  a  written  notice of the
meeting  shall  be given  which  shall  state  the  place,  date and hour of the
meeting,  and, in the case of a special  meeting,  the  purpose or purposes  for
which the meeting is called.

     Unless  otherwise  provided by law, and except as to any  stockholder  duly
waiving notice,  the written notice of any meeting shall be given  personally or
by mail,  not less  than ten nor more than  sixty  days  before  the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed,  notice
shall be deemed given when deposited in the United States mail, postage prepaid,
directed to the  stockholder  at his address as it appears on the records of the
Corporation.

     When a meeting is adjourned  to another  time or place,  notice need not be
given of the  adjourned  meeting if the time and place  thereof are announced at
the meeting at which the  adjournment  is taken.  At the  adjourned  meeting the
Corporation  may transact any business  which might have been  transacted at the
original meeting.  If, however, the adjournment is for more than thirty 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
entitled  to vote at the  meeting.

     Section  2.5  Quorum.  Except  as  otherwise  provided  by  law  or by  the
Certificate of Incorporation or by these Bylaws,  at any meeting of stockholders

                                       2
<PAGE>

the holders of a majority of the  outstanding  stock  entitled to vote  thereat,
either  present  or  represented  by proxy,  shall  constitute  a quorum for the
transaction of any business, but the stockholders present,  although less than a
quorum, may adjourn the meeting to another time or place and, except as provided
in the last  paragraph of Section 2.4 of these Bylaws,  notice need not be given
of the adjourned meeting.

     Section 2.6 Voting. Whenever any corporate action is to be taken by vote of
stockholders at a meeting,  it shall,  except as otherwise required by law or by
the Certificate of Incorporation or by these Bylaws, be authorized by a majority
of the votes  cast at the  meeting  by the  holders  of stock  entitled  to vote
thereon.

     Except  as   otherwise   provided  by  law,  or  by  the   Certificate   of
Incorporation,  each  holder of record of stock of the  Corporation  entitled to
vote on any matter at any meeting of stockholders  shall be entitled to one vote
for each share of such stock  standing  in the name of such  holder on the stock
ledger  of the  Corporation  on the  record  date for the  determination  of the
stockholders entitled to vote at the meeting.

     Upon the demand of any stockholder entitled to vote, the vote for directors
or the vote on any other  matter at a meeting  shall be by written  ballot,  but
otherwise  the method of voting and the manner in which votes are counted  shall
be discretionary with the presiding officer at the meeting.

     Section  2.7.  Presiding  Officer  and  Secretary.   At  every  meeting  of
stockholders the Chairman of the Board, if any, or in his absence the President,
or in his absence a Vice President, or, if none be present, the appointee of the
meeting, shall preside. The Secretary, or in his absence an Assistant Secretary,
or if none be present,  the appointee of the  presiding  officer of the meeting,
shall act as  secretary of the meeting.

                                       3
<PAGE>

     Section  2.8  Proxies.  Each  stockholder  entitled to vote at a meeting of
stockholders  or to express  consent or dissent  without a meeting may authorize
another  person or  persons  to act for him or her by proxy,  but no such  proxy
shall be voted or acted  upon  after 11 months  from its date,  unless the proxy
provides for a longer period.  Every proxy shall be signed by the stockholder or
by his attorney-in-fact.

     Section  2.9 List of  Stockholders.  The officer or agent who has charge of
the stock transfer books of the Corporation shall prepare and make, at least ten
days before every meeting of  stockholders,  a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each  stockholder  and the number and class and  series,  if any,  of
shares  registered in the name of each  stockholder.  Such list shall be open to
the examination of any stockholder, during ordinary business hours, for a period
of at least ten days prior to the meeting,  either at the  registered  office of
the Corporation, at the principal place of business of the Corporation or at the
office of the transfer  agent or registrar  of the  Corporation.  The list shall
also be produced and kept at the time and place of the meeting, during the whole
time  thereof,  and may be  inspected  by any  stockholder  who is present.

     The original  stock  transfer books shall be prima facie evidence as to who
are the stockholders entitled to examine the transfer books or the list required
by this Section or the books of the  Corporation,  to vote in person or by proxy
at any  meeting of  stockholders.

                                   ARTICLE III
                                    Directors

     Section 3.1 Number of Directors.  The Board of Directors shall consist of a
minimum of five and a maximum of eleven  directors  until changed as provided in
this  Section.  The number of directors may be changed at any time and from time

                                       4
<PAGE>

to time by a vote at a meeting  or by written  consent  of the  holders of stock
entitled to vote on the election of  directors,  or by a resolution of the Board
of Directors  passed by a majority of the whole Board of Directors,  except that
no  decrease  shall  shorten  the term of any  incumbent  director  unless  such
director is specifically  removed pursuant to Section 3.6 of these Bylaws at the
time of such  decrease.

     Section 3.2  Election  and Term of  Directors.  Directors  shall be elected
annually,  by election at the annual  meeting of  stockholders,  but if any such
annual  meeting  is not  held or the  directors  are not  elected  thereat,  the
directors may be elected at any special  meeting of  stockholders  held for that
purpose.  Each  director  shall hold office from the time of his or her election
and  qualification  until his or her successor is elected and qualified or until
his or her earlier resignation or removal.

     Section 3.3 Stockholder Nomination of Director Candidates.  Nominations for
the  election  of  directors  may be made by the  Board of  Directors  or by any
stockholder  entitled  to  vote  in the  election  of the  directors  generally.
However, any stockholder entitled to vote in the election of directors generally
may  nominate one or more persons for election as directors at a meeting only if
written  notice of such  stockholder's  intent to make such  nomination has been
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the  Corporation not later than (i) with respect to an election
to be held at an annual meeting of stockholders,  the earlier of (x) ninety days
prior to the anniversary date of the immediately  preceding annual meeting,  and
(y) the close of business on the third day following the date on which notice of
the annual meeting is first given to  stockholders;  and (ii) with respect to an
election to be held at a special  meeting of  stockholders  for the  election of
directors,  the close of business on the third day  following  the date on which
notice of such  meeting  is first  given to  stockholders  for the  election  of
directors.  Each such  notice  shall set forth:  (a) the name and address of the

                                       5
<PAGE>

stockholder  who intends to make the  nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation  entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  (c) a description of all arrangements or understandings  between
the  stockholder  and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the  stockholder;  (d) such other  information  regarding  each  nominee
proposed  by such  stockholder  as would be  required  to be included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission  and (e) the  consent of each  nominee to serve as a director  of the
Corporation  if so elected.  The presiding  officer of the meeting may refuse to
acknowledge  the  nomination  of any  person  not  made in  compliance  with the
foregoing  procedure.

     Section 3.4  Resignation.  Any director may resign at any time upon written
notice to the Corporation.  Any such  resignation  shall take effect at the time
specified  therein or, if the time is not specified,  upon receipt thereof,  and
the acceptance of such resignation,  unless required by the terms thereof, shall
not be necessary to make such resignation  effective.

     Section  3.5 Newly  Created  Directorships  and  Vacancies.  Newly  created
directorships  resulting  from any increase in the number of  directors  and any
vacancies  on  the  Board  of  Directors  resulting  from  death,   resignation,
disqualification,  removal  or  other  cause  shall  be  filled  solely  by  the
affirmative vote of a majority of the remaining  directors then in office,  even

                                       6
<PAGE>

though less than a quorum of the Board of  Directors.  Any  director  elected in
accordance  with the  preceding  sentence  shall hold office only until the next
election of  directors by  shareholders.  No decrease in the number of directors
constituting  the Board of  Directors  shall  shorten the term of any  incumbent
director.

     Section 3.6 Removal of Directors.  Any director may be removed from office,
with or without cause, by the affirmative vote of two-thirds of the Entire Board
of Directors. Additionally, any director may be removed from office, with cause,
by the holders of at least  two-thirds of the combined  voting power of the then
outstanding  shares  of  capital  stock  of the  Corporation  entitled  to  vote
generally in the election of directors.

     Section  3.7  Meetings.  Meetings  of the Board of  Directors,  regular  or
special,  may be held at any place  within  or  without  the State of  Delaware.
Members of the Board of Directors,  or of any committee designated by the Board,
may  participate  in a meeting of such Board or committee by means of conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall  constitute  presence in person at such  meeting.  An annual
meeting of the Board of  Directors  shall be held after each annual  election of
directors.  If such election  occurs at an annual meeting of  stockholders,  the
annual  meeting  of the Board of  Directors  shall be held at the same place and
immediately  following such meeting of stockholders,  and no notice thereof need
be given.  The Board of Directors may fix times and places for regular  meetings
of the Board and no notice of such meetings need be given. A special  meeting of

                                       7
<PAGE>

the Board of  Directors  shall be held  whenever  called by the  Chairman of the
Board,  if any,  or by the  President  Officer or by a majority  of the Board of
directors  at such time and place as shall be  specified in the notice or waiver
thereof.  Notice of each special meeting shall be given by the Secretary or by a
person  calling  the  meeting  to each  director  by mailing  the same,  postage
prepaid,  not later than the third day before the meeting,  or  personally or by
telegraphing  or telephoning the same not later than the day before the meeting.

     Section 3.8 Quorum and Voting.  A majority of the total number of directors
shall constitute a quorum for the transaction of business, but, if there be less
than a quorum  at any  meeting  of the Board of  Directors,  a  majority  of the
directors  present may adjourn  the  meeting  from time to time,  and no further
notice thereof need be given other than  announcement at the meeting which shall
be so  adjourned.  Except as otherwise  provided by law, by the  Certificate  of
Incorporation,  or by these  Bylaws,  the vote of a  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

     Section 3.9 Written  Consent of Directors in Lieu of a 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
or of such 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 or
committee.

     Section 3.10 Compensation.  Directors may receive compensation for services
to the Corporation in their  capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board of Directors.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Corporation in any other capacity and receiving compensation therefore.

     Section 3.11 Indemnification of Officers,  Directors. The Corporation shall
indemnify each and every officer and director, and each and every former officer
and director, as provided by the Certificate of Incorporation.

                                       8
<PAGE>

                                   ARTICLE IV

                      Committees of the Board of Directors

     Section 4.1 Appointment and Powers. The Board of Directors may from time to
time,  by  resolution  passed by  majority  of the  Entire  Board of  Directors,
designate  from among its  members an  execute  committee  and one or more other
committees,  each  committee  to  consist  of  one  or  more  directors  of  the
Corporation.  The Board of  Directors  may  designate  one or more  directors as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee. The resolution of the Board of Directors
may,   in   addition  or   alternatively,   provide   that  in  the  absence  or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board of Directors,  shall have and may exercise all the powers and authority of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers  which may  require it,  except as  otherwise  provided by law.  Any such
committee may adopt rules  governing the method of calling and time and place of
holding its meetings.  Unless  otherwise  provided by the Board of Directors,  a
majority  of any such  committee  (or the  member  thereof,  if only one)  shall
constitute a quorum for the transaction of business,  and the vote of a majority
of the  members  of such  committee  present  at a meeting  at which a quorum is
present shall be the act of such  committee.  Each such  committee  shall keep a
record of its acts and  proceedings  and shall  report  thereon  to the Board of
Directors  whenever requested so to do. Any or all members of any such committee

                                       9
<PAGE>

may be removed,  with or without cause, by resolution of the Board of Directors,
passed by a  majority  of the entire  Board of  Directors.

                                    ARTICLE V

                         Officers, Agents and Employees

     Section 5.1 Appointment and Term of Office. The officers of the Corporation
shall  include  a Chief  Executive  Officer,  a  President,  a  Secretary  and a
Treasurer, and may include a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries and one or more Assistant Treasurers. All such
officers  shall be  appointed  by the  Board of  Directors.  Any  number of such
offices  may  be  held  by  the  same  person,  but no  officer  shall  execute,
acknowledge or verify any instrument in more than one capacity. Except as may be
prescribed  otherwise by the Board of Directors,  all such  officers  shall hold
their offices at the pleasure of the Board for an unlimited term and need not be
reappointed  annually or at any other  periodic  interval.  If the office of any
officer shall become  vacant for any reason,  the vacancy shall be filled by the
Board.  The Board of Directors may appoint,  and may delegate  power to appoint,
such other  officers,  agents and employees as it may deem  necessary or proper,
who shall hold their  offices or positions for such terms,  have such  authority
and perform such duties as may from time to time be determined by or pursuant to
authorization  of the Board of Directors.

     Section 5.2  Resignation  and  Removal.  Any officer may resign at any time
upon  written  notice  to the  Corporation.  Any  officer  or agent  elected  or
appointed by the Board of Directors may be removed by the affirmative  vote of a
majority of the Entire Board of  Directors,  with or without  cause at any time.
The Board of Directors may delegate such power of removal as to officers, agents
and employees  not  appointed by the Board of  Directors.  Such removal shall be
without  prejudice to a person's contract rights, if any, but the appointment of

                                       10
<PAGE>

any person as an  officer,  agent or employee  of the  Corporation  shall not of
itself  create  contract   rights.

     Section 5.3  Compensation and Bond. The Compensation of the officers of the
Corporation  shall be fixed by the  Board of  Directors,  but this  power may be
delegated to any officer in respect of other  officers  under his  control.  The
Corporation  may secure the  fidelity of any or all of its  officers,  agents or
employees by bond or otherwise.

     Section 5.4 Chairman of the Board.  The Chairman of the Board shall preside
at all  meetings of  stockholders  and at all meetings of the Board of Directors
and  exercise  and perform  such other  powers and duties as may be from time to
time  assigned to him by the Board of  Directors  or  prescribed  by the Bylaws.


     Section 5.5 President.  Subject to such supervisory  powers, if any, as may
be given by the Board of  Directors  to the  Chairman of the Board,  if any, the
President shall be the chief executive  officer and shall have general charge of
the business affairs of the Corporation.  He may employ and discharge  employees
and agents of the Corporation, except such as shall be appointed by the Board of
Directors,  and he may delegate  these  powers.  The  President,  subject to the
control of the Board of Directors, may vote the stock or other securities of any
other domestic or foreign  corporation of any type or kind which may at any time
be owned by the Corporation,  may execute any stockholders' or other consents in
respect  thereof and may in his  discretion  delegate  such powers by  executing
proxies, or otherwise,  on behalf of the Corporation.  The Board of Directors by
resolution  from time to time may confer like  powers  upon any other  person or
persons.

     Section 5.6 Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board of Directors or the  President may from time to

                                       11
<PAGE>

time prescribe. In the absence or inability to act of the President,  unless the
Board of Directors shall otherwise provide, the Vice President who has served in
that  capacity  for the  longest  time and who shall be present and able to act,
shall  perform  all  the  duties  and  may  exercise  any of the  powers  of the
President.  The performance of any duty by a Vice President shall, in respect of
any other person  dealing with the  Corporation,  be conclusive  evidence of his
power to act.

     Section 5.7 Secretary.  The secretary shall record or cause to be recorded,
and shall keep or cause to be kept, at the principal  executive  office and such
other place as the Board of  Directors  may order,  a book of minutes of actions
taken at all meetings of directors and stockholders,  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,  the number of
shares present or represented at  stockholders'  meetings,  and the  proceedings
thereof.

     The secretary  shall keep, or cause to be kept, at the principal  executive
office or at the office of the Corporation's transfer agent, a share register or
a duplicate  share  register,  showing the names of the  stockholders  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 for  cancellation.

     The secretary shall give, or cause to be given,  notice of all the meetings
of the stockholders  and of the Board of Directors  required by the Bylaws or by
law to be given, and shall keep the seal of the Corporation in safe custody, and
he shall have  authority to affix the same to any  instrument  requiring it, and
when affixed, it may be attested by his signature. The Secretary shall also have
such other  powers and perform  such other  duties as may be  prescribed  by the
Board of Directors or by the Bylaws.

                                       12
<PAGE>

     Section 5.8 Treasurer.  The treasurer shall keep and maintain,  or cause to
be kept and  maintained,  adequate and correct  accounts of the  properties  and
business  transactions  of the  Corporation,  including  accounts of its assets,
liabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and
shares. The books of account shall at all reasonable times be open to inspection
by any director.

     The treasurer  shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such  depositaries as may be designated by
the Board of Directors. He shall disburse the funds of the Corporation as may be
ordered by the Board of  Directors,  shall render to the  President and Board of
Directors,  whenever they request it, an account of all of his  transactions  as
treasurer 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 of
Directors or by the Bylaws.

     Section 5.9  Assistant  Secretaries.  In the absence or inability to act of
the Secretary,  any Assistant  Secretary may perform all the duties and exercise
all the powers of the  Secretary.  The  performance  of any such duty shall,  in
respect of any other person dealing with the Corporation, be conclusive evidence
of his power to act. An Assistant Secretary shall also perform such other duties
as the  Secretary  or the Board of  Directors  may assign to him.

     Section 5.10  Assistant  Treasurers.  In the absence or inability to act of
the Treasurer,  any Assistant  Treasurer may perform all the duties and exercise
all the powers of the  Treasurer.  The  performance  of any such duty shall,  in
respect of any other person dealing with the Corporation, be conclusive evidence
of his power to act.

     Section 5.11 Delegation of Duties. In case of the absence of any officer of
the  Corporation,  or for any other reason that the Board of Directors  may deem


                                       13
<PAGE>

sufficient,  the Board of Directors  may confer for the time being the powers or
duties,  or any of them,  of such  officer  upon any other  officer  or upon any
director.

                                   ARTICLE VI

                              Certificates of Stock

     Section 6.1 Form.  Certificates  for Stock of the  Corporation  shall be in
such form as shall be approved by the Board of Directors  and shall be signed in
the name of the  Corporation  by the President or a Vice  President,  and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary.
Such  certificates may be sealed with the seal of the Corporation or a facsimile
thereof.  Any of or all the signatures on a certificate  may be a facsimile.  In
case any officer,  transfer agent or registrar who has signed or whose facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same effect as if he were such  officer,
transfer agent or registrar at the date of issue.

     Section 6.2  Transfer of Stock.  Transfers of stock shall be made only upon
the books of the  Corporation  by the  holder,  in person or by duly  authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed.  The Board of Directors shall have the power to make all such
rules and regulations,  not  inconsistent  with the Certificate of Incorporation
and these  Bylaws and the law, as the Board of  Directors  may deem  appropriate
concerning the issue, transfer and registration of certificates for stock of the
Corporation.  The Board may appoint one or more transfer agents or registrars of
transfers, or both, and may require all stock certificates to bear the signature
of either or both.

     Section 6.3 Lost,  Stolen or Destroyed  Certificates.  The  Corporation may
issue a new stock certificate in the place of any certificate theretofore issued


                                       14
<PAGE>

by it, alleged to have been lost,  stolen or destroyed,  and the Corporation may
require  the owner of the lost,  stolen or  destroyed  certificate  or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged  loss,  theft or
destruction of any such certificate or the issuance of any such new certificate.
The Board of  Directors  may  require  such  owner to satisfy  other  reasonable
requirements.

     Section 6.4  Stockholder  Record Date.  In order that the  Corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or to express  consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of stock,
or for the purpose of any other lawful  action,  the Board of Directors may fix,
in advance,  a record date, which shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action.  Only such  stockholders as shall be stockholders of record on the
date so fixed shall be  entitled to notice of, and to vote at, such  meeting and
any adjournment  thereof, or to give such consent, or to receive payment of such
dividend or other  distribution,  or to  exercise  such rights in respect of any
such change,  conversion or exchange of stock, or to participate in such action,
as the case may be,  notwithstanding  any  transfer of any stock on the books of
the Corporation  after any record date so fixed.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.


                                       15
<PAGE>

                                   ARTICLE VII

                                Waiver of Notice

     Section  7.1 Waiver of Notice.  Whenever  notice is required to be given by
statute,  or under any provision of the  Certificate of  Incorporation  or these
Bylaws,  a written  waiver  thereof,  signed by the person  entitled  to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  In the case of a  stockholder,  such  waiver of notice may be signed by
such stockholder's attorney or proxy duly appointed in writing.  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.

                                  ARTICLE VIII

                           Checks, Notes, Drafts, Etc.


     Section 8.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances,
bills of exchange and other orders or obligations for the payment of money shall
be signed by such  officer  or  officers  or person or  persons  as the Board of
Directors  or a  duly  authorized  committee  thereof  may  from  time  to  time
designate.

                                   ARTICLE IX

                                   Amendments

     Section  9.1 By the  Stockholders.  Subject  to the  laws of the  State  of
Delaware,  the  provisions of the  Certificate  of  Incorporation  and the other
provisions of these Bylaws, these Bylaws may be altered, amended or repealed, or


                                       16
<PAGE>

new Bylaws enacted,  at any special  meeting of the  stockholders if duly called
for that purpose (provided that in the notice of such special meeting, notice of
such purpose shall be given),  or at any annual meeting by the affirmative  vote
of not less than two-thirds of all outstanding  shares of capital stock entitled
to vote thereon.

     Section 9.2. By the Board of Directors. Subject to the laws of the State of
Delaware,  the  provisions of the  Certificate  of  Incorporation  and the other
provisions of these Bylaws, these Bylaws may be altered, amended or repealed, or
new Bylaws  enacted,  by the Board of  Directors  at any meeting of the Board of
Directors  by the  affirmative  vote  of a  majority  of  the  Entire  Board  of
Directors.

14666671