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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                             YOUNG INNOVATIONS, INC.

                           EFFECTIVE AS OF MARCH 2002

                                    ARTICLE I

                                     OFFICES

     Section 1.1.  REGISTERED OFFICE. The registered office of the Corporation
shall be located at 13705 Shoreline Court East, Earth City, Missouri 63045, and
the name of its registered agent is Michael W. Eggleston.

     Section 1.2.  OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Missouri as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.1.  TIME AND PLACE OF MEETINGS. All meetings of the stockholders
for the election of Directors or for any other purpose shall be held at such
time and place, within or without the State of Missouri, as shall be designated
by the Board of Directors. In the absence of any such designation by the Board
of Directors, each such meeting shall be held at the principal office of the
Corporation.

     Section 2.2.  ANNUAL MEETINGS. An annual meeting of stockholders shall be
held for the purpose of electing Directors and transacting such other business
as may properly be brought before the meeting. The date of the annual meeting
shall be determined by the Board of Directors.

     Section 2.3.  SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law, may be called by
the Chairman of the Board or the President and shall be called by the Secretary
at the direction of a majority of the Board of Directors, or at the request in
writing of stockholders owning at least ten percent (10%) in amount of the
entire capital stock of the Corporation issued and outstanding and entitled to
vote.

     Section 2.4.  NOTICE OF MEETINGS. Written notice of each meeting of the
stockholders stating the place, date and time of the meeting shall be given not
less than ten nor more than seventy days before the date of the meeting, to each
stockholder entitled to vote at such meeting, except as otherwise provided
herein or required by the Corporation's Articles of Incorporation or by law
(meaning here and hereafter, as required from time to time by the Missouri
General and Business Corporation Law). The notice of any special meeting of
stockholders shall state the purpose or purposes for which the meeting is
called.

     Section 2.5.  QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided herein or required by the
Corporation's Articles of Incorporation or by law. If a quorum is not present or
represented, the holders of the stock present in person or represented by proxy
at the meeting and entitled to vote thereat shall have power, by the affirmative
vote of the holders of a majority of such stock, to adjourn the meeting to
another time and/or place, without notice other than announcement at the
meeting, until a quorum shall be presented or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is

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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 2.6.  VOTING. At all meetings of the stockholders, each stockholder
shall be entitled to vote, in person or by proxy, the shares of voting stock
owned by such stockholder of record on the record date for the meeting. When a
quorum is present or represented at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of law, of the Corporation's Articles of
Incorporation, or of these By-Laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

     Section 2.7.  INFORMAL ACTION BY STOCKHOLDERS. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.

                                   ARTICLE III

                                    DIRECTORS

     Section 3.1.  GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by or under the direction of a Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Articles of Incorporation or
by these By-Laws directed or required to be exercised or done by the
stockholders.

     Section 3.2.  NUMBER, QUALIFICATION AND TENURE. The Board of Directors
shall consist of three (3) members, until this Section 3.2 is amended by a
resolution duly adopted by the Board or the stockholders, in either case in
accordance with the terms of the Articles of Incorporation. The Directors shall
be elected at the annual meeting of the stockholders as provided in Section 2.2,
except as provided in Section 3.3 of these By-Laws, and each Director elected
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal. Directors need not be residents of the state of
Missouri or stockholders of this corporation.

     Section 3.3.  RESIGNATION AND VACANCIES. Vacancies and newly created
directorships resulting from any increase in the number of directors shall be
filled by the directors, and each Director so chosen shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.

     Section 3.4.  PLACE OF MEETINGS. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Missouri.

     Section 3.5.  REGULAR MEETINGS. The Board of Directors shall hold a regular
meeting, to be known as the annual meeting, immediately following each annual
meeting of the stockholders. Other regular meetings of the Board of Directors
shall be held at such time and at such place as shall from time to time be
determined by resolution of the Board. No notice of regular meetings need be
given.

     Section 3.6.  SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman of the Board or the President. Special meetings shall be called
by the Secretary on the written request of any two Directors. Written notice of
each special meeting of Directors stating the place, date and time, and the
purposes thereof, shall be given to each Director at least forty-eight (48)
hours before such meeting.

     Section 3.7.  QUORUM; VOTING. At all meetings of the Board a majority of
the total number of Directors shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by law. If a quorum shall not be present
at any meeting of the Board of Directors, the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

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     Section 3.8.  ORGANIZATION. The Chairman of the Board, if elected, shall
act as chairman at all meetings of the Board of Directors. If a Chairman of the
Board is not elected or, if elected, is not present, the President or, in the
absence of the President, a Vice President (who is also a member of the Board
and, if more than one, in the order designated by the Board of Directors or, in
the absence of such designation, in the order of their election), if any, or if
no such Vice President is present, a Director chosen by a majority of the
Directors present, shall act as chairman at meetings of the Board of Directors.

     Section 3.9.  EXECUTIVE COMMITTEE. The Board of Directors may designate one
or more Directors to constitute an Executive Committee, to serve as such, unless
the resolution designating the Executive Committee is sooner amended or
rescinded, until the next annual meeting of the Board or until their respective
successors are designated, whichever is earlier. The Board of Directors may also
designate additional Directors as alternate members of the Executive Committee
to serve as members of the Executive Committee in the place and stead of any
regular member or members thereof who may be unable to attend a meeting or
otherwise unavailable to act as a member of the Executive Committee.

     Except as expressly limited by the General and Business Corporation Law of
the State of Missouri or the Articles of Incorporation, the Executive Committee
shall have and may exercise all the power and authority of the Board of
Directors in the management of the business and affairs of the Corporation
between the meetings of the Board of Directors. The Executive Committee shall
keep a record of its acts and proceedings, which shall form a part of the
records of the Corporation in the custody of the Secretary, and all actions of
the Executive Committee shall be reported to the Board of Directors at the next
meeting of the Board.

     Meetings of the Executive Committee may be called at any time by the
Chairman of the Board, the President or any two of its members. A majority shall
constitute a quorum for the transaction of business. Except as expressly
provided in this Section, the Executive Committee shall fix its own rules of
procedure.

     Section 3.10. OTHER COMMITTEES. The Board of Directors may designate one or
more other committees, each such committee to consist of one or more Directors,
to serve as such, unless the resolution designating the such committee is sooner
amended or rescinded, until the next annual meeting of the Board or until their
respective successors are designated, whichever is earlier. Except as expressly
limited by the General and Business Corporation Law of the State of Missouri or
the Articles of Incorporation, any such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
resolution designating such committee. The Board of Directors also may designate
one or more additional Directors as alternate members of any such committee to
replace any absent or disqualified member at any meeting of the committee, and
at any time may change the membership of any committee or amend or restate the
resolution designating the committee. Each committee shall keep a record of
proceedings and report the same to the Board of Directors to such extent and in
such form as the Board of Directors may require. Unless otherwise provided in
the resolution designating a committee, a majority of all members of any such
committee may select its Chairman, fix its rules or procedure, fix the time and
place of its meetings and specify what notice of meetings, if any, shall be
given.

     Section 3.11. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Articles of Incorporation or these By-Laws, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 3.12. ATTENDANCE BY TELEPHONE. Members of the Board of Directors,
or of any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any 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 such participation in a
meeting shall constitute presence in person at the meeting.

     Section 3.13. COMPENSATION. The Board of Directors shall have the authority
to fix the compensation of Directors, which may include their expenses, if any,
of attendance at each meeting of the Board of Directors or of a committee.

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                                   ARTICLE IV

                                    OFFICERS

     Section 4.1.  ENUMERATION. The officers of the Corporation shall be chosen
by the Board of Directors and shall be a President, a Secretary and a Treasurer.
The Board of Directors may also elect a Chairman of the Board, a Controller, one
or more Vice Chairmen, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem appropriate. Any number of offices may be held by the same person.

     Section 4.2.  TERM OF OFFICE. The officers of the Corporation shall be
elected at the annual meeting of the Board of Directors and shall hold office
until their successors are elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the Corporation required by
this Article shall be filled by the Board of Directors, and any vacancy in any
other office may be filled by the Board of Directors.

     Section 4.3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all regular and special meetings of stockholders and directors, shall advise
and counsel with the Chief Executive Officer and President and shall assume such
other duties as from time to time may be assigned to him by the Board of
Directors.

     Section 4.4.  CHIEF EXECUTIVE OFFICER. The Chief executive Officer shall
have executive authority to see that all orders and resolutions of the Board of
Directors are carried into effect and, subject to the control vested in the
Board of Directors by statute, by the Articles of incorporation, or by these
By-Laws, shall administer and be responsible for the management of the business
and affairs of the Corporation. In general, the Chief Executive Officer shall
perform all duties incident to the office of Chief Executive Officer and such
other duties as from time to time may be assigned to him by the Board of
Directors. In the absence or disability of the Chairman of the Board, the Chief
Executive Officer shall perform the duties of the Chairman of the Board.

     Section 4.5.  PRESIDENT. In general, the President shall perform all duties
incident to the office of the President and such duties as may from time to time
be assigned by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.

     Section 4.6.  VICE CHAIRMAN. The Vice Chairman, when elected, shall perform
such duties and have such other powers as may from time to time be prescribed by
the Board of Directors or the Chairman of the Board.

     Section 4.7.  EXECUTIVE VICE PRESIDENT. The Executive Vice President or
Executive Vice Presidents shall perform such duties and have such other powers
as may from time to time be prescribed by the Board of Directors, the Chairman
of the Board or the President.

     Section 4.8.  VICE PRESIDENT. The Vice President or Vice Presidents shall
perform such duties and have such other powers as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board or the
President.

     Section 4.9.  SECRETARY. The Secretary shall keep a record of all
proceedings of the stockholders of the Corporation and of the Board of
Directors, and shall perform like duties for the standing committee when
required. The Secretary shall give, or cause to be given, notice, if any, of all
meetings of the stockholders and shall perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board or the
President. The Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or in the absence of the Secretary any Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
an Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest such affixing
of the seal.

     Section 4.10. ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act,

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perform the duties and exercise the powers of the Secretary and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the President or the Secretary.

     Section 4.11. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President and
the Board of Directors, at its regular meetings or when the Board of Directors
so requires, an account of all transactions as Treasurer and of the financial
condition of the Corporation. The Treasurer shall perform such other duties as
may from time to time be prescribed by the Board of Directors, the Chairman of
the Board, the President or the Chief Financial Officer.

     Section 4.12. ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board, the President or the Treasurer.

     Section 4.13. OTHER OFFICERS. Any officer who is elected or appointed from
time to time by the Board of Directors and whose duties are not specified in
these By-Laws shall perform such duties and have such powers as may be
prescribed from time to time by the Board of Directors, the Chairman of the
Board or the President.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

     Section 5.1.  FORM. The shares of the Corporation shall be represented by
certificates; provided, however, that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the Corporation's stock shall be uncertificated shares. Certificates of stock in
the Corporation, if any, shall be signed by or in the name of the Corporation by
the Chairman of the Board or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation. Where a certificate is countersigned by a transfer agent,
other than the Corporation or an employee of the Corporation, or by a registrar,
the signatures of the Chairman of the Board, the President or an Executive Vice
President or Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary may be facsimiles. 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, the certificate may be issued by
the Corporation with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of its
issue.

     Section 5.2.  TRANSFER. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate of
stock or uncertificated shares in place of any certificate therefor issued by
the Corporation to the person entitled thereto, cancel the old certificate and
record the transaction on its books.

     Section 5.3.  REPLACEMENT. In case of the loss, destruction or theft of a
certificate for any stock of the Corporation, a new certificate of stock or
uncertificated shares in place of any certificate therefor issued by the
Corporation may be issued upon satisfactory proof of such loss, destruction or
theft and upon such terms as the Board of Directors may prescribe. The Board of
Directors may in its discretion require the owner of the lost, destroyed or
stolen certificate, or his legal representative, to give the Corporation a bond,
in such sum and in such form and with such surety or sureties as it may direct,
to indemnify the Corporation against any claim that may be made against it with
respect to a certificate alleged to have been lost, destroyed or stolen.

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                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 6.1.  The Corporation shall indemnify any director, officer or
employee who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 6.2.  The Corporation shall indemnify any director, officer or
employee who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     Section 6.3.  To the extent that a director, officer or employee of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this article, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 6.4.  Any indemnification under Sections 6.1 and 6.2 of this
article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
Directors who are or were not parties to such action, suit or proceeding, even
if they do not constitute a quorum of the entire Board, or (2) if there are no
such directors or if such directors so direct, then either (i) by independent
legal counsel in a written opinion, or (ii) by the Stockholders.

     Section 6.5.  Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation under this
article.

     Section 6.6.  The Corporation shall indemnify any director, officer or
employee who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, (i) arising under the Employee
Retirement Income Security Act of 1974 or regulations promulgated thereunder, or
under any other law or regulation of the United States or any agency or
instrumentality thereof or law or regulation of any state or political
subdivision or any agency or instrumentality of either, or under the common law
of any of the foregoing, against expenses (including attorneys' fees),
judgments,

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fines, penalties, taxes and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding by reason of
the fact that he is or was a fiduciary, disqualified person or party in interest
with respect to an employee benefit plan covering employees of the Corporation
or of a subsidiary corporation, or is or was serving in any other capacity with
respect to such plan, or has or had any obligations or duties with respect to
such plan by reason of such laws or regulations, provided that such person was
or is a director, officer or employee of the Corporation, or (ii) in connection
with any matter arising under federal, state or local revenue or taxation laws
or regulations, against expenses (including attorneys' fees), judgments, fines,
penalties, taxes, amounts paid in settlement and amounts paid as penalties or
fines necessary to contest the imposition of such penalties or fines, actually
and reasonably incurred by him in connection with such action, suit or
proceeding by reason of the fact that he is or was a director, officer or
employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise and had responsibility for
or participated in activities relating to compliance with such revenue or
taxation laws and regulations; provided, however, that such person did not act
dishonestly or in willful or reckless violation of the provisions of the law or
regulation under which such suit or proceeding arises. Unless the Board of
Directors determines that under the circumstances then existing, it is probable
that such director, officer or employee will not be entitled to be indemnified
by the Corporation under this section, expenses incurred in defending such suit
or proceeding, including the amount of any penalties or fines necessary to be
paid to contest the imposition of such penalties or fines, shall be paid by the
Corporation in advance of the final disposition of such suit or proceeding upon
receipt of an undertaking by or on behalf of the director, officer or employee
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under this section.

     Section 6.7.  The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     Section 6.8.  The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he would be entitled to indemnity against such liability under
the provisions of this article.

     Section 6.9.  To the extent determined by the Board of Directors, the
Corporation shall have the power to give indemnity to the fullest extent
permitted by Section 351.355 of the General and Business Corporation Law of
Missouri, as the same may be amended and supplemented or by any successor
thereof, in addition to the indemnity authorized by this Article VI to any
person who is or was a director, officer, employee or agent, or to any person
who is or was serving at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section 7.1.  FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     Section 7.2.  CORPORATE SEAL. The corporate seal shall be in such form as
may be approved from time to time by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

     Section 7.3.  NOTICE. Any written notices which may be or are required to
be given under these By-laws shall be delivered in person or given by postage
prepaid United States mail, overnight courier, or facsimile transmission. Unless
otherwise provided in these By-laws, notice by mail shall be effective on the
date it is mailed. Notice given by facsimile transmission shall be deemed given
when transmitted if received legibly and in full by the recipient.

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     Section 7.4.  WAIVER OF NOTICE. Whenever any notice is required to be given
under law or the provisions of the Articles of Incorporation or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 8.1.  IN GENERAL. These By-Laws may be altered, amended or repealed
or new By-Laws may be adopted by the Board of Directors. The fact that the power
to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board
of Directors shall not divest the stockholders of the same powers.

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