EXHIBIT 3.2

  AMEDNDEND AND RESTATED CERTIFICATE OF INCORPORATION OF WORLD DIAGNOSTICS INC.

         World Diagnostics, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify that:

         1. The date of filing of the Corporation's original Certificate of
Incorporation with the Secretary of State of the State of Delaware was February
3, 1997.

         2. A Certificate of Amendment to the Corporation's Certification of
Incorporation was filed with the Secretary of State of the State of Delaware on
August 3, 1998.

         3. This Amended and Restated Certificate of Incorporation (the
"Certificate") has been adopted pursuant to Sections 242 and 245 of the DGCL and
restates and amends the provisions of the Certificate of Incorporation of the
Corporation.

         4. The Board of Directors of the Corporation (the "Board") adopted
resolutions dated July 30, 2000 proposing and declaring advisable the amendment
and restatement of the Certificate of Incorporation, that such amendment and
restatement of the Certificate of Incorporation was approved by written consent
of a majority of the stockholders of the Corporation dated as of July 31, 2000
pursuant to Section 228 of the DGCL, and that such resolutions so approved by
the Board and a majority of the stockholders of the Corporation read as follows:

         RESOLVED,that the text of the Certificate of Incorporation be amended
and restated to read in its entirety as follows:

         FIRST: The name of the corporation is World Diagnostics Inc. (the
"Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1313 N. Morliet Street, Wilmington, DE 19801-11511, County
of New Castle. The name and address of the Corporation's registered agent in the
State of Delaware is The Company Corporation, 1313 N. Morliet Street,
Wilmington, DE 19801-11511.

                                       1

<PAGE>
         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Fifteen Million (15,000,000), of which Ten Million
(10,000,000) shares shall be designated common stock, par value $.001 per share
("Common Stock"), and Five Million (5,000,000) shall be preferred Stock, par
value $0.001 per share ("Preferred Stock").

         The number of authorized shares of Common Stock and Preferred Stock may
be increased or decreased (but not below the number of shares of Common Stock or
Preferred Stock then outstanding) by the affirmative vote of the holders of a
majority of the stock of the Corporation.

         A. Rights and Powers of Common Stock.

         1. Voting Rights and Powers. Except as otherwise provided in this
Amended and Restated Certificate of Incorporation or in the DGCL, the holders of
the outstanding shares of Common Stock shall vote together with the holders of
all other classes and series of voting capital stock with respect to all matters
upon which stockholders are entitled to vote or to which stockholders are
entitled to give consent. Holders of Common Stock shall be entitled to cast one
vote in person or by proxy for each share of Common Stock standing in his, her
or its name as of the record date for determining stockholders entitled to vote
upon or consent to the matter under consideration.

         2. Dividends and Distributions. Subject to the rights of the holders of
shares of Preferred Stock of any class then outstanding, holders of shares of
Common Stock shall be entitled to such dividends and other distributions in
cash, stock or property of this Corporation as may be declared thereon by the
Board of Directors (the "Board") out of assets or funds of this Corporation
legally available therefore.

         B. Preferred Stock.

         Authority is hereby expressly granted to the Board from time to time to
issue the Preferred Stock in one or more series and in connection with the
creation of any such series to fix by the resolution or resolutions providing
for the issue of shares thereof the designation, voting powers, preferences and
relative, participating, optional or other special rights of such series, and
the qualifications, limitations, or restrictions thereof. Such authority of the
Board with respect to each such series shall include, but not be limited to, the
determination of the following:

                                        2

<PAGE>
                  1. the distinctive designation of, and the number of shares
comprising, such series, which number may be increased (except where otherwise
provided by the Board in creating such series) or decreased (but not below the
number of shares thereof then outstanding) from time to time by like action of
the Board;

                  2. the dividend rate or amount for such series, the conditions
and dates upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes or
any other series of any class or classes of stock, and whether such dividends
shall be cumulative, and if so, from which date or dates for such series;

                  3. whether or not the shares of such series shall be subject
to redemption by the Corporation and the times, prices and other terms and
conditions of such redemption;

                  4. whether or not the shares of such series shall be subject
to the operation of a sinking fund or purchase fund to be applied to the
redemption or purchase of such shares and if such a fund be established, the
amount thereof and the terms and provisions relative to the application thereof;

                  5. whether or not the shares of such series shall be
convertible into or exchangeable for shares of any other class or classes, or of
any other series of any class or classes, of stock of the Corporation and if
provision be made for conversion or exchange, the times, prices, rates,
adjustments and other terms and conditions of such conversion or exchange;

                  6. whether or not the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and if they are to
have such additional voting rights, the extent thereof;

                  7. the rights of the shares of such series in the event of any
liquidation, dissolution or winding up of the Corporation or upon any
distribution of its assets; and

                                       3

<PAGE>
                  8. any other powers, preferences and relative, participating,
optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof, to the full extent now or
hereafter permitted by law and not inconsistent with the provisions hereof.

         FIFTH: Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to make, alter and repeal the By-laws of the Corporation, subject to
the power of the stockholders of the Corporation to alter or repeal any By-law
whether adopted by them or otherwise.

         SEVENTH: No person who is or was a director of the Corporation shall be
personally liable to the Corporation for monetary damages for breach of
fiduciary duty as a director unless, and only to the extent that, such director
is liable (i) for any breach of the director=s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to, repeal or adoption of any
provision of the certificate of incorporation inconsistent with this article
shall apply to or have any effect on the liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment, repeal, or adoption of any inconsistent
provision. If the Delaware GCL is amended after approval by the stockholders of
this Article to authorize corporate action further eliminating or limiting the
personal liability of directors then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware GCL as so amended.

         The Corporation is authorized to provide indemnification of agents (as
defined in Section 145 of the GCL) for any breach of duty to the Corporation and
its stockholders through Bylaw provisions, through agreements with the agents,
and/or through stockholder resolutions, or otherwise, in excess of the
indemnification otherwise permitted by Section 145 of the GCL, subject to the
limitations on such excess indemnification set forth in Section 102 of the GCL.

                                       4

<PAGE>
         EIGHTH: The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in a manner now or hereafter prescribed by the
laws of the State of Delaware at the time in force; and all rights, preferences
and privileges of whatsoever nature conferred upon stockholders, directors or
any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the rights reserved in this Article VIII.

         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Barry Peters, its Chairman and
Treasurer, this 6th day of September, 2000.

                                            By: ______________________
                                                Barry Peters

                                       5

<PAGE>
                                                                     EXHIBIT 3.3

            AMEDNDEND AND RESTATED BY-LAWS OF WORLD DIAGNOSTICS INC.

                                    ARTICLE I

                              OFFICES AND BRANCHES

         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at the principal place of business in
said state of the corporation or individual acting as the Corporation's
registered agent.

         SECTION 2. OTHER OFFICES. The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time select.

         SECTION 3. FOREIGN OFFICES AND BRANCHES. The Corporation shall have the
authority to establish and operate branches and offices and otherwise legally
qualify to do business, carry on business operations, and create, manage and
participate in subsidiaries, investments, partnerships, funds joint ventures or
any other form of business operation, and to purchase lease, sell, own and
operate property of every description, in any and all foreign countries outside
of the United States.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS. An annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting, shall be held at such date, time and place,
either within or without the State of Delaware, as the Board of Directors shall
determine each year; provided, however, that unless required by applicable law,
no annual meeting of stockholders need be held if all actions, including the
election of Directors, required by the DGCL to be taken at such annual meeting
are taken by written consent in lieu of meeting.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose may be called by the Chairman, President or the Secretary or by the
directors, and may be held at any date, time and place, within or without the
State of Delaware, as shall be stated in the notice of meeting.

                                       1

<PAGE>
         SECTION 3. NOTICE OF MEETINGS. Written notice of each annual or special
meeting of the stockholders, stating the place, date and time of the meeting,
and in the case of a special meeting the purpose of such meeting, shall be
given, not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting, at such
address as appears on the records of the Corporation

         SECTION 4. VOTING. Each stockholder shall be entitled to one vote, in
person or by proxy, for each share of stock entitled to vote which is registered
in name on the record date for the meeting. Elections for directors and all
other matters shall be decided by majority vote except as otherwise required by
the certificate of incorporation or by law.

         SECTION 5. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express, in writing, consent to or dissent from any action of
stockholders without a meeting may authorize another person or persons to act
for such stockholder by proxy. Such proxy shall be filed with the Secretary
before such meeting of stockholders or such action of Stockholders without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than three (3) years from its date, unless the proxy provides for a
longer period.

         SECTION 6. QUORUM. Except as otherwise required by law, the holders of
a majority of the stock of the corporation entitled to vote, present in person
or by proxy, shall constitute a quorum at all meetings of the stockholders. If a
quorum shall not be present at any meeting, the chairman of the meeting or a
majority of the holders of the stock of the Corporation entitled to vote who are
present at such meeting, in person or by proxy, shall have the power to adjourn
the meeting to another place, date, or time, without notice other than
announcement at the meeting; provided, however, that 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 entitled to vote at the meeting. At any
adjourned meeting any business may be transacted which might have been
transacted at the original meeting.

                                       2

<PAGE>
         SECTION 7. STOCKHOLDERS LIST. A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his name, shall be open to the examination of any such
stockholder, for any purpose 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 stockholders list shall also be kept at the place of
the meeting during the whole time thereof and shall be open to the examination
of any such stockholder who is present. This list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

         SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any annual or special meeting of stockholders, including, without
limitation, election of directors, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER AND TERM. The number of directors constituting the
entire Board shall be not more than nine (9) nor less than one (1) member, as
fixed from time to time by resolution of the stockholders or the Board of
Directors. The directors shall be elected to serve until the next annual meeting
of the stockholders and until their respective successors shall have been
elected and qualified. The number of directors may be increased or decreased
from time to time by amendment to these By-Laws made by a majority of the Board
of Directors or by the shareholders.

                                       3

<PAGE>
         Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the Board which are being eliminated by the decrease.

         SECTION 2. RESIGNATIONS. Any director, member of a committee or officer
may resign at any time. Such resignation shall be made in writing, and shall
take effect at the time specified therein, and if no time be specified, at the
time of its receipt by the Chairman, President or the Secretary. The acceptance
of a resignation shall not be necessary to make it effective.

         SECTION 3. VACANCIES. Subject to the rights of the holders of a series
of any preferred stock with respect to such series of preferred stock, newly
created directorships resulting from any increase in the authorized number of
Directors or if the office of any director, member of a committee or officer
becomes vacant for any reason, the remaining directors in office, though less
than a quorum, by a majority vote, may elect a successor who shall hold office
for the unexpired term and until his successor shall be elected and qualified.

         SECTION 4. REMOVAL. Any director or directors may be removed with or
without cause at any time by the affirmative vote of the holders of a majority
of all the shares of stock outstanding and entitled to vote.

         SECTION 5. POWERS. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the certificate of
incorporation or by these By-laws conferred upon or reserved to the
stockholders.

         SECTION 6. MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such dates, times and places as shall be established from
time to time by the Board of Directors and publicized among all directors. The
Chairman, President or the Secretary may call, and at the request of any three
(3) directors must call, on at least twenty-four hours' prior written notice of
the date, time and place thereof given to each director. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

                                       4

<PAGE>
         Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of such Board or committee, by
means of a conference telephone or similar communications equipment that enables
all persons participating in the meeting to hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

         Action by a majority of the directors present at a meeting at which a
quorum is present shall constitute the act of the Board of Directors.

         SECTION 7. QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business. If a quorum shall not be present at any
meeting of the Board of Directors, a majority of those present may adjourn the
meeting to another place, date or time, without further notice (other than
announcement at the meeting) or waiver thereof.

         SECTION 8. COMPENSATION. Directors may receive such compensation for
their services as directors as the Board of Directors shall from time to time
determine by resolution. In addition, as determined by the Board, directors may
be reimbursed by the Corporation for their expenses, if any, in the performance
of their duties as Directors. No such compensation or reimbursement shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefore.

         SECTION 9. 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 a written consent thereto is signed by all
members of the Board of Directors, or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.

                                       5
<PAGE>
         SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors, by a vote of a majority of the whole Board, may from time to time
designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board, and shall
elect a director or directors to serve as the member or members of those
committees, designating, if it desires, other directors as alternative members
who may replace any absent or disqualified member at any meeting of the
committee. Subject to the terms and provisions of the Certificate of
Incorporation, any committee of the Board, to the extent provided in the
resolution of the Board designating such committee, shall have and may exercise
all the powers and authority of the Board 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; provided, however, that no such
committee shall have such power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation
under Section 251 or 252 of the DGCL, recommending to the stockholders the sale,
lease or exchange of all or substantially all the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or the
revocation of a dissolution, or amending these By-laws; and provided further,
however, that, unless expressly so provided in the resolution of the Board
designating such committee, and subject to the terms and provisions of the
Certificate of Incorporation, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the DGCL. Each
committee of the Board shall keep regular minutes of its proceedings and report
the same to the Board when so requested by the Board.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. GENERALLY. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Treasurer, a Secretary and one or more
Assistant Secretaries, all of whom shall be elected by the Board of Directors.
Each officer shall hold office until his successor is elected and qualified or
until his earlier resignation or removal. The Board of Directors may elect a
Chairman of the Board of Directors and such other officers and agents as it may
deem advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors. None of the officers of the Corporation need be
directors. Two or more offices may be held by the same person. Any officer may
be removed at any time, with or without cause, by the Board of Directors.

                                       6

<PAGE>
         SECTION 2. CHAIRMAN. The Chairman shall have such powers and shall
perform such duties as shall from time to time be designated by the Board of
Directors. The Chairman shall preside at all meetings of the stockholders and of
the Board of Directors.

         SECTION 3. PRESIDENT. The President shall be the Chief Executive
Officer and the Chief Operating Officer of the Corporation. Subject to the
provisions of these By-laws and to the direction of the Board of Directors, he
shall have the responsibility for the general management and control of the
affairs and business of the Corporation and shall perform all duties and have
all powers which are commonly incident to the offices of Chief Executive Officer
and Chief Operating Officer or which from time to time are delegated to him by
the Board of Directors. The President shall have power to sign, in the name of
the Corporation, all authorized stock certificates, contracts, documents, tax
returns, instruments, checks and bonds or other obligations of the Corporation
and shall have general supervision and direction of all of the other officers
and agents of the Corporation.

         SECTION 4. VICE-PRESIDENTS. Each Vice-President shall have such powers
and shall perform such duties as shall from time to time be designated by the
Board of Directors.

         SECTION 5. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, he shall give the
Corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the Board of Directors shall prescribe.

                                       7

<PAGE>
         SECTION 6. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President, directors, or stockholders, upon whose requisition the meeting
is called as provided in the By-laws. He shall record all the proceedings of the
meetings of the Corporation and of the directors in a book to be kept for that
purpose, and shall perform such other duties as may be assigned to him by the
directors or the President. He shall have the custody of the seal of the
Corporation and shall affix the same to all instruments requiring it, when
authorized by the directors or the President, and attest the same.

         SECTION 7. ASSISTANT SECRETARIES. Each Assistant Secretary shall have
such powers and shall perform such duties as shall from time to time be
designated by the Board of Directors.

         SECTION 8. ADDITIONAL POWERS OF OFFICERS. In addition to the powers
specifically provided in these By-laws, each officer (including officers other
than those referred to in these By-laws) shall have such other or additional
authority and perform such duties as the Board of Directors may from time to
time determine.

         SECTION 9. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the Board of Directors, the President shall have
the power to vote and otherwise act on behalf of the Corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this Corporation may hold
securities and otherwise to exercise any and all rights and powers which this
Corporation may possess by reason of its ownership of securities in such other
Corporation.

                                       8

<PAGE>
                                    ARTICLE V

                                      STOCK

         SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the
President or a Vice-President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, shall be issued to each stockholder,
certifying the number of shares owned by him in the Corporation. Any of or all
the signatures on the certificates may be facsimiles. In the event any such
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to hold such office or to be employed by the
Corporation before such certificate is issued, such certificate may be issued by
the Corporation with the same effect as if such officer had held such office on
the date of issue.

         SECTION 2. STOCK LEDGER. A stock ledger in one or more counterparts
shall be kept by the Secretary, in which shall be recorded the name and address
of each person, firm or corporation owning the shares evidenced by each
certificate evidencing shares issued by the Corporation, the number of shares
evidenced by each such certificate, the date of issuance thereof and, in the
case of cancellation, the date of cancellation. Except as otherwise expressly
required by law, the person in whose name Shares stand on the stock ledger of
the Corporation shall be deemed the owner and recordholder thereof for all
purposes.

         SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate of
stock may be issued in the place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, and the directors
may, in their discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond, in
such sum as they may direct, to indemnify the Corporation 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.

                                       9

<PAGE>
         SECTION 4. ADDRESSES OF STOCKHOLDERS. Each stockholder shall designate
to the Secretary an address at which notices of meetings and all other corporate
notices may be served or mailed to such stockholder, and, if any stockholder
shall fail to so designate such an address, corporate notices may be served upon
such stockholder by mail directed to the mailing address, if any, as the same
appears in the stock ledger of the Corporation or at the last known mailing
address of such stockholder.

         SECTION 5. TRANSFER OF SHARES. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Upon surrender to the Corporation or its transfer agent of a
certificate for shares duly indorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue or
cause its transfer agent to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

         SECTION 6. STOCKHOLDERS 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. 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.

         SECTION 7. REGULATIONS. The Board may make such other rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates evidencing
shares.

                                       10

<PAGE>
                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 1. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend, there may be set apart out of any funds of the Corporation available
for dividends such sum as the directors from time to time in their discretion
deem proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purposes as the directors shall deem
conducive to the interests of the Corporation.

         SECTION 2. SEAL. The corporate seal shall be circular in form and shall
contain the name of the Corporation the year of its creation and the words
"CORPORATE SEAL" and "DELAWARE." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         SECTION 4. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation, and in such manner as shall be determined from time to time by the
Board of Directors.

         SECTION 5. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
to be given, personal notice shall not be necessary unless expressly so stated,
and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, first class mail (air-mail if to
an address outside of the United States), postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
Corporation, in which case such notice shall be deemed given on the day of such
mailing, unless it is notice of a directors' meeting, in which case such notice
shall be deemed given five (5) days after the date of such mailing. Notice may
also be given personally, against receipt, or by telegram, telex or similar
communication and notice so given shall be deemed given when so delivered
personally or when delivered for transmission.

                                       11

<PAGE>
         Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

         Whenever any notice whatsoever is required or permitted to be given
under the provisions of any law, or under the provisions of the Certificate of
Incorporation or these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time such
notice is required to be given, shall be deemed equivalent thereto. A telegram,
telex or similar communication waiving any such notice sent by a person entitled
to notice shall be deemed equivalent to a waiver in writing signed by such
person. Neither the business nor the purpose of any meeting need be specified in
any waiver.

                                   ARTICLE VII

                                   AMENDMENTS

         SECTION 1. BY SHAREHOLDERS. These By-Laws may be amended at any
shareholders' meeting by vote of the shareholders holding a majority (unless the
Certificate of Incorporation requires a larger vote) of the outstanding stock
having voting power, present either in person or by proxy, provided notice of
the amendment is included in the notice or waiver of notice of such meeting.

         SECTION 2. BY DIRECTORS. - The Board of Directors may also amend these
By-Laws at any regular or special meeting of the Board by a majority vote
(unless the Certificate of Incorporation requires a larger vote) of the entire
Board, but any By-Laws so made by the Board of Directors may be altered or
repealed by theshareholders.

                                       12