BY-LAWS
                                     -------

                                       OF
                                       --

                              TILDEN ASSOCIATES INC
                              ---------------------

                               ARTICLE I - OFFICES
                               -------------------

The office of the Corporation shall be located in the City and State designed
in the Article of Incorporation. The corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time, determine.

                      ARTICLE II - MEETING OF SHAREHOLDERS
                      ------------------------------------

Section 1 - Annual Meetings:
---------------------------

The annual meeting of the shareholders or the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.

Section 2 - Special Meetings:
----------------------------

Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten percent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provision of the Business Corporation Act.

Section 3 - Place of Meetings:
-----------------------------

All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other place as shall be designated in the notices or
waivers of notices of such meetings.


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                                      A-12
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Section 4 - Notices of Meetings:
-------------------------------

(a)      Except as otherwise provided by Statute, written notice of each meeting
of shareholders, whether annual or special, stating the time when and place
where it's to be held, shall be served either personally or by mail, not less
than ten or more than fifty days before the meeting. upon each shareholder or
record entitled to vote at such meetings, and to any other shareholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to receive payment for their shares
pursuant to Statue, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to the address designated in such request.

(b)      Notice of any meeting need not he given to any person who may become a
shareholder or record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:
-------------------

(a)      Except as otherwise provided herein, or by statue, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy or shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and

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sufficient to constitute a quorum for the transaction of any business. The
withdrawal of any shareholder after the commencement of a meeting shall have no
effect or the existence of a quorum, after a quorum has been established at
such meeting.

(b)      Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders by a majority of the votes cast by the holders of
shares entitled to vote thereon, may adjourn the meeting. At any such adjourned
meeting at which a quorum is present, any business may be transacted at the
meeting as originally called if a quorum had been present.

Section 6 - Voting
------------------

(a)      Except otherwise provided by statute or by the Certificate of
incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

(b)      Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

(c)      Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself or by his attorney-in-fact hereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.

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(d)      Any resolution in writing, signed by all other shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.


                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

SECTION 1 - Number, Election and Term of Office:
---------------------------------------------

(a)      The number of the directors of the Corporation shall not be less than 5
nor more than unless until otherwise determined by vote of a majority of the
entire Board of Directors. The number of Directors shall not be less than three
unless all of the outstanding shares are owned beneficially and of record by
less than three shareholders, in which event the number of directors shall not
he less than the number of shareholders permitted by statute.

(b)      Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors or the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares, present in person or by
proxy, entitled to vote in the election.

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

Section 2 - Duties and Powers
-----------------------------

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

Section 3 - Annual and Regular Meetings: Notice:
-----------------------------------------------

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

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

(c)      Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the manner set forth in
paragraph (b) of Section 4 of this Article III, with respect to special
meetings, unless such notice shall be waived in the manner set forth in
paragraph (c) of such Section 4.

Section 4 - Special Meetings: Notice:
------------------------------------

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

(b)      Except as otherwise required by statute, notice of special meeting
shall be mailed directly to each director, addressed to him at his residence or
usual place of business, at least two (2) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegram, radio
or cable, or shall be delivered to him personally or given to him orally, not
later than the day before the day on which the meeting is to be held. A notice,
or waiver of notice, except as required by Section 8 of this Article III, need
not specify the purpose of the meeting.

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

Section 5 - Chairman
--------------------

At all meetings of the Board of Directors the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman chosen by the
directors shall preside.

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Section 6 Quorum and Adjournments:
---------------------------------

(a)      At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws.

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

Section 7 - Manner of Acting:
----------------------------

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

(b)      Except as otherwise provided by statute, by the Certificate of
Incorporation of these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. Any action authorized in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:
---------------------

Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:
-----------------------

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

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Section 10 - Removal:
--------------------

Any director may be removed with or without cause at any time by the affirmative
vote of shareholders holding a record in the aggregate at least a majority of
the outstanding shares of the Corporation at a special meeting of the
shareholders called for that purpose, and may be removed for caused by action of
the Board.

Section 11 - Salary:
--------------------

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12 - Contracts:
----------------------

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

(b)      Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the present of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be

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construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.

Section 13 - Committees:
------------------------

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees and alternate members thereof, as they deem desirable,
each consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.

                             Article IV - OFFICERS
                             ---------------------

Section 1 - Number Qualifications, Election and Term of Office:
---------------------------------------------------------------

(a)      The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, a director of the
Corporation, any two or more offices may be held by the same person.

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

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

Section 2 - Resignation:
------------------------

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

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Section 3 Removal:
-----------------

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

Section 4 - Vacancies:
----------------------

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

Section 5 - Duties of Officers:
-------------------------------

Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertained to their
respective offices as well as such powers and duties as may be set forth in
these By-Laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.

Section 6 - Sureties and Bonds:
------------------------------

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

Section 7 - Shares of other Corporations:
----------------------------------------

Whenever the Corporation is the holder of shares of any other Corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President or such other person as the Board of Directors
may authorize.

                           ARTICLE V - SHARE OF STOCK
                           --------------------------

Section 1 - Certificate of Stock:
--------------------------------

(a)      The certificate representing shares of the Corporation shall be in such
form as shall

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<PAGE>

be adopted by the Board of Directors, and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares,
and shall be signed by (i) the Chairman of the Board or the President or a Vice
president, and (ii) the Secretary or Treasurer, or any Assistant Secretary or
Assistant Treasurer, and shall bear the corporate seal.

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

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

Section 2 - Lost or Destroyed Certificates
------------------------------------------

The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the certificate
representing the same. The corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate.  A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

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Section 3 -Transfer of Shares:
-----------------------------

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

(b)      The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.

Section 4 - Record Date:
------------------------

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meetings of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders all be at the close of business on the date next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.

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                             ARTICLE VI - DIVIDENDS
                             ----------------------

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

                            ARTICLE VII - FISCAL YEAR
                            -------------------------

The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL
                          -----------------------------

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

                             ARTICLE IX - AMENDMENTS
                             -----------------------

Section 1 - By shareholders:
----------------------------

All by-laws of the Corporation shall be subject to alternation or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding a
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting shall have
summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors:
------------------------

The Board of Directors shall have power to make, adopt, alter, amend and repeal
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to charge the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.

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                               ART1CLE X INDEMNITY
                               -------------------

    (a)  any person made a party to any action, suite or proceeding, by reason
         of the fact that he, his testator or intestate representative is or was
         a director, officer or employee of the Corporation, or of any
         Corporation in which he served as such at the request of the
         Corporation, shall be indemnified by the Corporation against the
         reasonable expenses, including attorney's fees, actually and
         necessarily incurred by him in connection with the defense of such
         action, suit or proceedings, or in connection with any appeal therein
         that such officer, director or employee is liable for negligence or
         misconduct in the performance of his duties.

    (b)  The foregoing right of indemnification shall not be deemed exclusive of
         any other rights to which any officer or director or employee may be
         entitled apart from the provisions of this section.

    (c)  The amount of indemnity to which any officer or any director may be
         entitled shall be fixed by the Board of Directors except that in any
         case where there is no disinterested majority of the Board available,
         the amount shal1 be fixed by arbitration pursuant to then existing
         rules of the American Arbitration Association.

         The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation.

Dated:    July 6, 1995
          ------------


                                            /s/ ROBERT BASKIN
                                            ------------------------------------
                                            ROBERT BASKIND
                                            President


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