EXHIBIT 10.15

                                   AGREEMENT

               AGREEMENT (the "Agreement"), dated as of December 14, 1998, by
and among Columbia Laboratories, Inc., a Delaware corporation (the "Company"),
William J. Bologna and Norman M. Meier (the "Management Group"), and James J.
Apostolakis, David Ray, Bernard Marden, Anthony R. Campbell, David M. Knott and
Knott Partners, L.P. (Messrs. Apostolakis, Ray, Marden, Campbell and Knott,
together with Knott Partners, L.P., being referred to herein, collectively, as
the "Signing Stockholders").

               WHEREAS, the Company and certain of the Signing Stockholders have
been engaged in discussions regarding the management and operation of the
Company in anticipation of the Company's 1998 Annual Meeting of Stockholders
(the "1998 Meeting"); and

               WHEREAS, the Company and the Signing Stockholders desire to enter
into this Agreement to express their understandings and agreements with respect
to the nomination of persons to serve on the Board of Directors of the Company
during the period commencing on the date hereof and ending immediately prior to
the Company's 2000 Annual Meeting of Stockholders or December 31, 2000, if
sooner (the "Term").

               NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows:

               1. 1998 ANNUAL MEETING. As soon as reasonably practicable after
the date hereof, the Company shall establish a record date of December 28, 1998
for purposes of determining eligibility to vote at the 1998 Meeting. The Company
shall call the 1998 Meeting to be held at 10:00 A.M., E.D.T., on January 28,
1999, at such location as the Company may determine within the City of New York.
The 1998 Meeting shall not be cancelled or adjourned without the consent of the
Signing Stockholders.

               2. INCREASE IN DIRECTORSHIPS. The Company agrees that during the
Term it will not change the size of the Company's Board of Directors without the
consent of a majority of the New Designees (as defined below). Notwithstanding
the foregoing, the Company (i) may increase the number of members of the Board
of Directors by one member to include as a director the person separately
disclosed to James J. Apostolakis in writing by a letter dated the date hereof
(the "Approved Designee") and (ii) shall increase the number of members of the
Board of Directors by one additional member to include as a director, if
designated and approved in accordance with Section 3(a) hereof, the Additional
New Designee (as defined below).

               3. BOARD OF DIRECTORS.

               (a) For the duration of the Term, the Company agrees that it will
take all actions reasonably within its power, including those actions specified
in Section 3(c), to provide that the Board of Directors of the Company will
include five (5) persons designated

<PAGE>

by the Management Group (the "Incumbent Designees"), which shall initially
consist of Messrs. William J. Bologna, Norman M. Meier, Dominique de Ziegler,
Jean Carvais and Robert C. Strauss, and three (3) persons designated by the
Signing Stockholders, which shall initially consist of Messrs. James J.
Apostolakis, Dennis M. O'Donnell and Selwyn P. Oskowitz (together with any
Additional New Designee, the "New Designees"). Within ninety (90) days after the
date hereof, the Signing Stockholders may designate a fourth person to serve on
the Board of Directors (the "Additional New Designee"), which person shall be
subject to the approval of a majority of the Incumbent Designees, such approval
not to be unreasonably withheld. The individuals separately disclosed to the
Incumbent Designees by a letter dated the date hereof are deemed to have been
approved for this purpose, and no further approval shall be required if any one
of those persons is designated by the Signing Stockholders as the Additional New
Designee. If the Additional New Designee is designated and approved by such
date, the Board of Directors of the Company shall promptly take all necessary
corporate action to increase the number of members of the Board of Directors of
the Company by one member to include as a director the Additional New Designee.
If the Additional New Designee is designated but not approved, the Signing
Stockholders shall have the right to designate a substitute Additional New
Designee within thirty (30) days after the date of such disapproval, which
person shall be subject to the same approval process as described above. If the
Additional New Designee (or any substitute Additional New Designee) is not so
designated and approved, the Signing Stockholders shall have the right to
designate only three members to serve on the Board of Directors for the duration
of the Term, which number may be further reduced in accordance with Section 3(b)
below. The Board of Directors by approval of this Agreement hereby nominates
Messrs. Bologna, Meier, de Ziegler, Carvais, Strauss, Apostolakis, O'Donnell and
Oskowitz as candidates for election to the Board of Directors at the 1998
Meeting.

               (b) For the duration of the Term, the Signing Stockholders agree
that, notwithstanding Sections 3(a) and 3(c) of this Agreement, if the aggregate
number of shares of the Company's common stock, par value $0.01 per share (the
"COMMON STOCK"), beneficially owned by Signing Stockholders who at such time
have filed Schedule 13D's acknowledging cooperation with respect to matters
relating to the Company or referring to the possibility of being deemed members
of a group (whether or not disclaimed) (i) falls below 9% of the outstanding
shares of Common Stock, the Signing Stockholders will have the right to
designate only two (2) persons for nomination to the Board of Directors at the
next annual meeting of stockholders, (ii) falls below 6% of the outstanding
shares of Common Stock, the Signing Stockholders will have the right to
designate only one (1) person for nomination to the Board of Directors at the
next annual meeting of stockholders, and (iii) falls below 5% of the outstanding
shares of Common Stock, the Signing Stockholders will not have the right to
designate any persons for nomination to the Board of Directors at the next
annual meeting of stockholders. Upon the designation and approval of the
Additional New Designee pursuant to Section 3(a) hereof, the number of persons
which the Signing Stockholders have the right to designate pursuant to clause
(i) and clause (ii) above shall be increased by one (1) person. Notwithstanding
the foregoing, if the Signing Stockholders' share ownership falls below 5% of
the outstanding shares of Common Stock,

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<PAGE>

but James J. Apostolakis (including any entities as to which he has claimed
beneficial ownership in his current Schedule 13D) beneficially owns at least 80%
of the number of outstanding shares of Common Stock reported as beneficially
owned by him in Amendment No. 3 to his Schedule 13D (totalling 926,000 shares)
at all times during the Term, the Company shall then use its best efforts to
nominate, recommend and effectuate the election of Mr. Apostolakis to the Board
of Directors at the 1998 Meeting and the 1999 Annual Meeting of Stockholders
(the "1999 Meeting"). For purposes of this Section 3(b), the term "outstanding
shares" shall mean all issued and outstanding shares of the Company's Common
Stock as of December 10, 1998 (totalling 28,684,687 shares), without regard to
any issuance of shares of Common Stock after such date.

               (c) Subject to Section 3(b) of this Agreement, at the 1999
Meeting, the Company agrees to use its best efforts to nominate each of the
Incumbent Designees and the New Designees for election to the Board of
Directors. At the 1999 Meeting, the Company shall recommend to its stockholders
that the Incumbent Designees and the New Designees be elected to the Board of
Directors and use its best efforts to effectuate the election of the Incumbent
Designees and the New Designees to the Board of Directors.

               (d) If during the period commencing with the succession to office
of the Board of Directors following the 1998 Meeting and ending immediately
prior to the Company's 2000 Annual Meeting of Stockholders (the "2000 MEETING")
at which directors are elected, a vacancy is created on the Board of Directors
by reason of the death, removal or resignation of any director, the parties
hereto agree to take such action to approve and elect a person to fill such
vacancy, which person shall be designated for election as a director (i) by the
remaining Incumbent Designees, if the person who has ceased to be a director was
an Incumbent Designee, and (ii) by the remaining New Designees, subject to the
approval of a majority of the Incumbent Designees, not to be unreasonably
withheld, if the person who has ceased to be a director was a New Designee;
PROVIDED, HOWEVER, if Robert C. Strauss shall resign from the Board of Directors
at any time when the Approved Designee is a member of the Board of Directors or
the Additional New Designee is not on the Board of Directors, no action shall be
taken to replace Mr. Strauss as a member of the Board of Directors, and the
number of members of the Board of Directors shall be reduced by one member;
PROVIDED FURTHER, HOWEVER, if Robert C. Strauss shall resign from the Board of
Directors at any time when the Approved Designee is not a member of the Board of
Directors (and the Additional New Designee is on the Board of Directors), a vote
of the majority of the entire Board of Directors shall be required to approve
and elect a person to replace Mr. Strauss as a member of the Board of Directors,
and thereafter the same vote shall be required to approve and elect any
successor to the person so elected to replace Mr. Strauss, or any of such
person's immediate or subsequent successors. Notwithstanding the foregoing, if
during the period commencing with the succession to office of the Board of
Directors following the 1998 Meeting and ending immediately prior to the
Company's 2000 Meeting at which directors are elected, a vacancy, or vacancies,
is or are created on the Board of Directors by reason of a New Designee's
resignation from the Board of Directors and, at such time, the Signing
Stockholders shall have lost their right to designate one or

                                       3
<PAGE>

more persons for nomination to the Board of Directors at the next annual meeting
of stockholders pursuant to Section 3(b) hereof, the Incumbent Designees shall
approve and elect a person to fill the vacancy or vacancies caused by each such
resignation.

               4. AMENDMENT OF BY-LAWS. Effective at the 1998 Meeting, the
By-Laws of the Company shall have been amended and restated in the form attached
as EXHIBIT A hereto.

               5. COMMITTEE PARTICIPATION. The Company agrees that during the
period commencing with the succession to office of the Board of Directors
following the 1998 Annual Meeting and until the end of the Term, the Audit
Committee and the Compensation Committee shall each consist of one Incumbent
Designee, one New Designee (which shall be James J. Apostolakis) and Robert C.
Strauss (or his successor), in each case to the extent such person shall
otherwise be eligible to participate on such committee. During the Term there
shall be no executive committee of the Board of Directors or other committee to
which the Board of Directors may otherwise delegate all or any substantial
portion of its authority.

               6. NO PROXY CONTESTS OR OTHER STOCKHOLDER ACTIONS. During the
Term, each of the Signing Stockholders agrees that he or it:

                      (a) shall cause all shares of capital stock of the Company
        which have the right to vote generally in the election of directors or
        otherwise, including, without limitation, shares of Common Stock
        (collectively, "Voting Stock"), that are beneficially owned (within the
        meaning of Regulation 13D and Rules 13d-3 and 13d-5 under the Exchange
        Act) by such party (i) to be present, in person or by proxy, at all
        meetings of stockholders of the Company so that all such shares may be
        counted for the purpose of determining if a quorum is present at such
        meetings, (ii) to be voted as provided in Section 3 and in favor of the
        election of the Incumbent Designees and the New Designees to the Board
        of Directors at the 1998 Meeting and the 1999 Meeting, (iii) to be voted
        in favor of persons nominated and recommended by the Board of Directors
        of the Company in any other election of directors and (iv) to be voted
        in a manner consistent with the recommendation of the Board of Directors
        with respect to any other matter brought before stockholders of the
        Company (whether at a meeting or by written consent) other than a vote
        with respect to a business combination, sale, lease or exchange of
        property and assets, recapitalization, authorization or issuance of
        securities or dissolution involving the Company;

                      (b) shall not directly or indirectly (except through the
        Company pursuant to due authorization) solicit any proxies or consents
        with respect to Voting Stock or in any way participate in any
        "solicitation" of any "proxy" with respect to shares of Voting Stock (as
        such terms are defined in Rule 14a-1 under the Exchange Act) or become a
        "participant" in any election contest with respect to the Company

                                       4
<PAGE>

        (as such term is used in Rule 14a-11 under the Exchange Act) or request
        or induce or attempt to induce any other person to take any such
        actions or attempt to advise, counsel or otherwise influence in any way
        any person with respect to the voting of Voting Stock;

                      (c) except to the extent previously disclosed on a
        Schedule 13D or amendment thereto filed with the Securities and Exchange
        Commission prior to November 23, 1998 or to the extent appropriate to
        reflect this Agreement, shall not (i) form, join or otherwise
        participate in any "group" (within the meaning of Section 13(d)(3) of
        the Exchange Act or Rule 13d-5 thereunder) with respect to any Voting
        Stock (a "13D Group"), (ii) otherwise act in concert with any other
        person for the purpose of holding or voting Voting Stock, or (iii) file
        any amendment to any Schedule 13D that relates to a plan or proposal
        referred to in paragraph (d) of Item 4 of Schedule 13D or that contains
        any statement that is in any way inconsistent with the provisions of the
        Agreement;

                      (d) shall not deposit any Voting Stock in a voting trust
        or subject any Voting Stock to any arrangement or agreement with respect
        to the voting of such Voting Stock or other agreement having similar
        effect, except that this clause (d) shall not apply to any arrangements
        that are reflected in the Company's 1998 Proxy Statement;

                      (e) except as expressly contemplated hereby, shall not
        make any proposal (including any proposal pursuant to Rule 14a-8 under
        the Exchange Act) or bring any business before any meeting of
        Stockholders and, other than actions proposed or taken at any meeting of
        the Board of Directors, shall not take or seek to take any action in the
        name or on behalf of the Company except pursuant to the performance of
        any responsibilities attendant to any office in the Company held by such
        party or pursuant to a resolution adopted by the Board of Directors;

                      (f) shall not call, request the call, or seek to call, any
        special meeting of stockholders of the Company;

                      (g) for a period of twelve (12) months following the
        succession to office of the New Designees, shall not take any action to
        remove, or otherwise seek the removal of, William J. Bologna as Chairman
        of the Board of Directors or Norman M. Meier as President and Chief
        Executive Officer of the Company; and

                      (h) shall not enter into any discussions, negotiations,
        arrangements or understandings with any other person with respect to any
        of the foregoing matters referred to in this Section 6 or take any
        action that would otherwise be in contravention of any provision of this
        Agreement.

               7. CONFIDENTIALITY OBLIGATIONS OF THE DIRECTORS. Each of the
Signing

                                       5
<PAGE>

Stockholders who serves as a director on the Board of Directors acknowledges
that as a director such person will receive and have access to certain
non-public information concerning the Company and that he is aware that the
United States securities laws prohibit any person who has material, non-public
information concerning the matters of the Company from purchasing or selling
securities of the Company or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. Each of the Signing
Stockholders who serves as a director on the Board of Directors also
acknowledges that he is aware that he will be subject to Sections 16(a) and (b)
of the Exchange Act and the rules and regulations promulgated thereunder.

               8. REPRESENTATIONS AND WARRANTIES OF THE SIGNING STOCKHOLDERS.
The Company hereby represents and warrants to the Signing Stockholders as
follows:

                      (a) AUTHORIZATION OF AGREEMENT. The Company has the
        requisite power and authority to execute and deliver this Agreement and
        to consummate the transactions contemplated hereby. The execution,
        delivery and performance by the Company of this Agreement have been duly
        authorized by all necessary corporate action on behalf of the Company.
        This Agreement has been duly executed and delivered by the Company and
        (assuming the due authorization, execution and delivery by the other
        parties hereto) constitutes the legal, valid and binding obligations of
        the Company, enforceable against the Company in accordance with its
        terms, subject to applicable bankruptcy, insolvency, reorganization,
        moratorium and similar laws affecting creditors' rights and remedies
        generally, and subject, as to enforceability, to general principles of
        equity, including principles of commercial reasonableness, good faith
        and fair dealing (regardless of whether enforcement is sought in a
        proceeding at law or in equity).

                      (b) CONFLICTS; CONSENTS OF THIRD PARTIES. Neither the
        execution and delivery by the Company of this Agreement nor the
        compliance by the Company with any of the provisions hereof will (i)
        conflict with, or result in the breach of, any provision of the
        certificate of incorporation or by-laws of the Company, (ii) conflict
        with, violate, result in the breach of, or constitute a default under
        any note, bond, mortgage, indenture, license, agreement or other
        obligation to which the Company is a party or by which the Company or
        its properties or assets are bound, or (iii) violate any statute, rule,
        regulation, order or decree of any governmental body or authority by
        which the Company is bound.

               9. REPRESENTATIONS AND WARRANTIES OF THE SIGNING STOCKHOLDERS.
Each of the Signing Stockholders hereby represents and warrants to the Company
as follows:

                      (a) AUTHORIZATION OF AGREEMENT. Each of the Signing
        Stockholders has the requisite power and authority to execute and
        deliver this Agreement and to consummate the transactions contemplated
        hereby. The

                                       6
<PAGE>

        execution, delivery and performance by each partnership or
        corporation which is a Signing Stockholder of this Agreement has been
        duly authorized by all necessary partnership or corporate action on
        behalf of such Signing Stockholder. This Agreement has been duly
        executed and delivered by each of the Signing Stockholders and (assuming
        the due authorization, execution and delivery by the other parties
        hereto) constitutes the legal, valid and binding obligations of such
        Signing Stockholder, enforceable against such Signing Stockholder in
        accordance with its terms, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and similar laws affecting creditors' rights
        and remedies generally, and subject, as to enforceability, to general
        principles of equity, including principles of commercial reasonableness,
        good faith and fair dealing (regardless of whether enforcement is sought
        in a proceeding at law or in equity).

                      (b) CONFLICTS; CONSENTS OF THIRD PARTIES. Neither the
        execution and delivery by the Signing Stockholders of this Agreement nor
        the compliance by the Signing Stockholders with any of the provisions
        hereof will (i) conflict with, or result in the breach of, any provision
        of the certificate of incorporation or by-laws or similar constitutive
        documents of any partnership or corporation which is a Signing
        Stockholder, (ii) conflict with, violate, result in the breach of, or
        constitute a default under any note, bond, mortgage, indenture, license,
        agreement or other obligation to which any of the Signing Stockholders
        is a party or by which any such Signing Stockholder or its properties or
        assets are bound, or (iii) violate any statute, rule, regulation, order
        or decree of any governmental body or authority by which any of the
        Signing Stockholders is bound.

                      (c) OWNERSHIP OF SHARES. Each Signing Stockholder is the
        beneficial owner (within the meaning of Regulation 13D and Rules 13d-3
        and 13d-5 under the Exchange Act) of the shares of Common Stock
        indicated as being beneficially owned by such Signing Stockholder on
        EXHIBIT B hereto. Upon the request of the Board of Directors in
        connection with the nomination of persons for election to the Board of
        Directors at the 1999 Meeting, each of the Selling Stockholders shall
        deliver to the Board of Directors, not less than twenty (20) days prior
        to the date established as the record date for the 1999 Meeting, a
        statement in writing that sets forth the number of shares of Common
        Stock then beneficially owned by such Signing Stockholder as of such
        date, which statement shall be certified in writing by the record owner
        or broker-dealer, if any, holding such shares.

                      (d) INFORMATION. The Signing Stockholders have furnished
        the Company with the information required under Item 401 of Regulation
        S-K with respect to each of the New Designees, and will furnish the
        Company any other information regarding the New Designees it shall
        reasonably request in connection with the preparation of the Company's
        1998 Proxy Statement for the 1998 Meeting.

                                       7
<PAGE>

               10.    MISCELLANEOUS.

               (a) AMENDMENT. No change or modification of this Agreement shall
be valid, binding or enforceable unless the same shall be in writing and signed
by the Company, William J. Bologna, Norman M. Meier and the holders of a
majority of outstanding shares of Common Stock then beneficially owned by the
Signing Stockholders.

               (b) NO WAIVER. Any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

               (c) NOTICES. All notices, requests or instruction hereunder shall
be in writing and delivered personally or sent by registered or certified mail,
postage prepaid or by telecopy (or like transmission), as follows:

                             (1)    if to the Company:

                                    2875 Northeast 191 Street
                                    Aventura, Florida 33180
                                    Attention: President
                                    Fax: (305) 933-6090

                                    with a copy to:

                                    Weil, Gotshal & Manges LLP
                                    767 Fifth Avenue
                                    New York, New York 10153
                                    Attention:     Stephen M. Besen, Esq. or
                                                   Greg A. Danilow, Esq.
                                    Fax: (212) 310-8007

                             (2)    if to any other party hereto, at his or its
                                    address set forth in the records of the
                                    Company or such other address as may be
                                    specified by such party by written notice as
                                    provided herein.

               (d) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

               (e) GOVERNING LAW. This Agreement, and all amendments hereto,
shall

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<PAGE>

be governed by and construed in accordance with the laws of the State of
Delaware.

               (f) SUBMISSION TO JURISDICTION. The parties hereto hereby
irrevocably submit to the exclusive jurisdiction of any federal or state court
located within the State of New York, Borough of Manhattan, over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto may be
heard and determined in such courts. The parties hereby irrevocably waive, to
the fullest extent permitted by applicable law, any objection which they may now
or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such dispute.
Each of the parties hereto agrees that a judgment in any such dispute may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

               (g) COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding among the parties with respect to its subject matter and no
alteration or modification of any of its provisions shall be valid unless made
in writing and signed by all of the parties hereto.

               (h) SECTION HEADINGS. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

               (i) BINDING EFFECT; SUCCESSORS AND ASSIGNS. All of the terms of
this Agreement shall be binding upon and shall inure to the benefit of and shall
be binding upon the heirs, executors, administrators, personal representatives,
successors and permitted assigns of the parties hereto, but neither this
Agreement nor any of the rights, interests, or obligations hereunder may be
assigned by any of the parties hereto without the prior written consent of the
other parties and any such attempted assignment without consent shall be void.

               (j) EXPENSES. Not later than five (5) months after the date
hereof, the Company shall reimburse the Signing Shareholders up to $60,000 for
the reasonable and documented legal fees and expenses incurred by the Signing
Shareholders in connection with the negotiation, execution and delivery of this
Agreement.

                                       9
<PAGE>


               IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date first set forth above.

                           COLUMBIA LABORATORIES, INC.

                                By:
                                   --------------------------------------------
                                      Name:
                                      Title:

                                   --------------------------------------------
                                    William J. Bologna


                                   --------------------------------------------
                                    Norman M. Meier


                                   --------------------------------------------
                                   James J. Apostolakis

     
                                   --------------------------------------------
                                   David Ray

    
                                   --------------------------------------------
                                   Bernard Marden

   
                                   --------------------------------------------
                                   Anthony R. Campbell

       
                                   --------------------------------------------
                                   David M. Knott

      
                                   KNOTT PARTNERS, L.P.

                                       10
<PAGE>

                                    By:
                                       ---------------------------------------

                                      Name:
                                      Title:

                                       11
<PAGE>


                                                                       EXHIBIT A

                          AMENDED AND RESTATED BY-LAWS

                           COLUMBIA LABORATORIES, INC.

                                   ARTICLE I.

                            MEETINGS OF STOCKHOLDERS


               SECTION 1. ANNUAL MEETING. A meeting of stockholders shall be
held annually for the election of directors and the transaction of such other
business as is related to the purpose or purposes set forth in the notice of
meeting on such date as may be fixed by the Board of Directors, or if no date is
so fixed on the second Tuesday in April in each and every year, unless such day
shall fall on a legal holiday, in which case such meeting shall be held on the
next succeeding business day, at such time and at such place as may be fixed by
the Board of Directors.

               SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose may be called by the Board of Directors, the Chairman of the
Board, the President or the Secretary, and shall be called by the Chairman of
the Board, the President or the Secretary at the written request of the holders
of record of a majority of the outstanding shares of the Corporation entitled to
vote at such meeting. Special meetings shall be held at such time as may be
fixed in the call and stated in the notices of meeting or waiver thereof. At any
special meeting only such business may be transacted as is related to the
purpose or purposes for which the meeting is convened.

               SECTION 3. PLACE OF MEETINGS. Meetings of stockholders shall be
held

<PAGE>

at such place, within or without the State of Delaware or the United States
of America, as may be fixed in the call and stated in the notice of meeting or
waiver thereof.

               SECTION 4. NOTICE OF MEETINGS; ADJOURNED MEETINGS. Notice of each
meeting of stockholders shall be given in writing and shall state the place,
date and hour of the meeting. The purpose or purposes for which the meeting is
called shall be stated in the notices of each special meeting and of each annual
meeting at which any business other than the election of directors is to be
transacted.

               A copy of the notice of any meeting shall be given, personally or
by mail, not less then ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed given when deposited in the United States mail, with
postage thereon prepaid, directed to the stockholder at his address as it
appears on the record of stockholders.

               When a meeting is adjourned for less than thirty (30) days in any
one adjournment, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. When a meeting is adjourned for thirty (30) days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting.

               SECTION 5. WAIVER OF NOTICE. The transactions of any meeting of
stockholders, however called and with whatever notice, if any, are as valid as
though

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<PAGE>

had at a meeting duly held after regular call and notice, if: (a) all the
stockholders entitled to vote are present in person or by proxy and no objection
to holding the meeting is made by anyone so present, and if, either before or
after the meeting, each of the persons entitled to vote, not present in person
or by proxy, signed a written waiver of notice, or a consent to the holding of
the meeting, or an approval of the action taken as shown by the minutes thereof.

               Whenever notice is required to be given to any stockholder, a
written waiver thereof signed by such stockholder, whether before or after the
time thereon stated, shall be deemed equivalent to such notice. Attendance of a
person at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when such stockholder attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of any meeting of stockholders need be
specified in any written waiver of notice thereof.

               SECTION 6. QUALIFICATION OF VOTERS. Except as may be otherwise
provided in the Certificate of Incorporation, every stockholder of record shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders for every share standing in his name on the record of stockholders.

               SECTION 7. QUORUM. At any meeting of the stockholders the
presence, in person or by proxy, of the holders of a majority of the shares
entitled to vote thereat shall constitute a quorum for the transaction of any
business.

               When a quorum is once present to organize a meeting, it is not
broken

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<PAGE>

by the subsequent withdrawal of any stockholders.

               The stockholders present may adjourn the meeting despite the
absence of a quorum.

                SECTION 8. PROXIES. Every stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent without a meeting may
authorize another person or persons to act for him by proxy.

                Every proxy must be executed by the stockholder or his
attorney-in-fact. No proxy shall be valid after the expiration of three (3)
years from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the stockholder executing it, except as
otherwise provided therein and as permitted by law. Except as otherwise provided
in the proxy, any proxy holder may appoint in writing a substitute to act in his
place.

                SECTION 9. VOTING. Except as otherwise required by law,
directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in the election.

                                       4
<PAGE>

               Whenever any corporate action, other than the election of
directors, is to be taken by vote of the stockholders at a meeting, it shall,
except as otherwise required by law or the Certificate of Incorporation, be
authorized by a majority of the votes cast thereat, in person or by proxy.

               SECTION 10. ACTION WITHOUT A MEETING. Whenever stockholders are
required or permitted to take any action at a meeting or by vote, such action
may be taken without a meeting, without prior notice and without a vote, by
consent in writing setting forth the action so taken, signed by the holders of
outstanding shares 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.

               SECTION 11. RECORD DATE. The Board of Directors is authorized to
fix a day not more than sixty (60) days nor less than ten (10) days prior to the
day of holding any meeting of stockholders as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to vote at
such meeting.

               SECTION 12. INSPECTORS OF ELECTION. The Chairman of any meeting
of the stockholders may appoint one or more Inspectors of Election. Any
Inspector so appointed to act at any meeting of the stockholders, before
entering upon the discharge of his or her duties, shall be sworn faithfully to
execute the duties of an Inspector at

                                       5
<PAGE>

such meeting with strict impartiality, and according to the best of his or her
ability.

                                   ARTICLE II.

                               BOARD OF DIRECTORS

               SECTION 1. POWER OF BOARD AND QUALIFICATION OF DIRECTORS. The
business and affairs of the Corporation shall be managed by the Board of
Directors.

               SECTION 2. NUMBER OF DIRECTORS. The number of directors
constituting the entire Board of Directors shall be such number not less than
one (1) nor more than fifteen (15) as may be fixed from time to time by
resolution adopted by the stockholders or by the Board. The number of directors
constituting the initial Board of Directors shall be three.

               SECTION 3. ELECTION AND TERM OF DIRECTORS. At each annual meeting
of stockholders, directors shall be elected to serve until the next annual
meeting.

               SECTION 4. RESIGNATIONS. Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

               SECTION 5. REMOVAL OF DIRECTORS. Any or all of the directors nay
be removed with or without cause by vote of the stockholders.

               SECTION 6. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason except the removal
of

                                       6
<PAGE>

directors by stockholders without cause may be filled by vote of a majority
of the directors then in office although less than a quorum exists, or may be
filled by the stockholders. Vacancies occurring as a result of the removal of
directors by stockholders, without cause, shall be filled by the stockholders. A
director elected to fill a vacancy or a newly created directorship shall be
elected to hold office until the next annual meeting of stockholders.

               SECTION 7. COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may designate
from among its members committees, each consisting of one or more directors, and
to which, to the extent provided in the resolution, the Board of Directors may
delegate authority with respect to certain specific matters from time to time;
provided, however, that with the exception of the Audit Committee and the
Compensation Committee, the Board of Directors may not designate any committee
which shall have all or any substantial portion of the authority of the Board of
Directors, including without limitation the power and authority to declare a
dividend or to authorize the issuance of stock.

               The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.

               SECTION 8. COMPENSATION OF DIRECTORS. The Board of Directors
shall have authority to fix the compensation of directors for services in any
capacity, or to allow a fixed sum plus expenses, if any, for attendance at
meetings of the Board or of

                                       7
<PAGE>

committees designated thereby.

               SECTION 9.  INTEREST OF DIRECTOR IN A TRANSACTION.

               (a) No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more
of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board or committee thereof which authorized the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

               (1) The material facts as to his relationship or interest and as
        to the contract or transaction are disclosed or are known to the Board
        of Directors or the committee, and the Board or committee, in good
        faith, authorizes the contract or transaction by the affirmative vote of
        a majority of the disinterested directors, even though the disinterested
        directors be less than as quorum; or

               (2) The material facts as to his relationship or interest and as
        to the contract or transaction are disclosed or are known to the
        stockholders entitled to vote thereon, and the contract or transaction
        is specifically approved, in good faith, by vote of the stockholders; or

               (3) The contract or transaction is fair as to the Corporation as
        of the time it is authorized, approved or ratified, by the Board of

                                       8
<PAGE>

        Directors, a committee thereof, or the stockholders.

               (b) Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorized the contract or transaction.

                                  ARTICLE III.

                              MEETINGS OF THE BOARD

               SECTION 1. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be called by the Chairman of the Board or the President, without
notice, at such time and place, within or without the State of Delaware, or the
United States of America, as may from time to time be fixed by the Chairman of
the Board or the President, but not less than six (6) times annually.

               SECTION 2. SPECIAL MEETINGS; NOTICE; WAIVER. Special meetings of
the Board of Directors may be held at any time, place, within or without the
State of Delaware or the United States of America, upon the call of the Chairman
of the Board or the President, by oral, telegraphic or written notice, duly
given to or sent or mailed to each director not less than two (2) days before
such meeting. Special meetings shall be called by the Chairman of the Board or
the President upon the written request of any five (5) directors.

               Notice of a special meeting need not be given to any director who
submits a signed waiver or notice, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to him.

                                       9
<PAGE>

               A notice, or waiver of notice, need not specify the purpose of
any special meeting of the Board of Directors.

               SECTION 3. QUORUM; ACTION BY THE BOARD; ADJOURNMENT. At all
meetings of the Board of Directors, a majority of the whole Board shall
constitute a quorum for the transaction of business, except that when the number
of directors constituting the whole Board shall be an even number, one-half of
that number shall constitute a quorum.

               The vote of a majority of the directors present at the time of
the vote, if a quorum is present at such time, shall be the act of the Board,
except as may be otherwise specifically provided by law or by the Certificate of
Incorporation or by these By-Laws.

               A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.

               SECTION 4. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board, 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 or proceedings of the Board or committee, whether done before or
after the action so taken.

               SECTION 5. ACTION TAKEN BY CONFERENCE TELEPHONE. Members of the
Board of Directors, or any committee thereof, may participate in a meeting by
means of conference telephone or similar communications equipment, by means of
which all

                                       10
<PAGE>

persons participating in the meeting can hear each other. If one or more of the
members of the Board of Directors participating in the meeting is involuntarily
disconnected from such meeting or can no longer hear or be heard by all other
participating members, then such meeting shall be adjourned by either the
Chairman of the Board or the President until such time as all members of the
Board of Directors participating in the meeting are reconnected or restored to
such meeting so that all persons can participate fully.

                                   ARTICLE IV.

                                    OFFICERS

               SECTION 1. OFFICERS. The Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary and a Treasurer of the
Corporation, and from time to time, may elect or appoint such other officers as
it may determine. Any two or more offices may be held by the same person.

               Notwithstanding Section 3 of Article III of these By-Laws, until
after the annual meeting of stockholders to be held in 2000, a vote of 75% of
the members constituting the whole Board shall be required in order to elect
anyone other than William J. Bologna to the position of Chairman of the Board
and anyone other than Norman M. Meier to the positions of President and Chief
Executive Officer.

               Securities of other corporations held by the corporation may be
voted by any officer designated by the Board, and, in the absence of any such
designation, by the President, any Vice President, the Secretary, or the
Treasurer.

               The Board may require any officer to give security for the
faithful

                                       11
<PAGE>

performance of his duties.

               SECTION 2. PRESIDENT. The President shall be the chief executive
and chief operating officer of the Corporation with all the rights and powers
incident to that position.

               SECTION 3. VICE PRESIDENT. The Vice Presidents shall perform such
duties as may be prescribed or assigned to them by the Board of Directors, the
Chairman of the Board or President. In the absence of the President the
first-elected Vice President shall perform the duties of the President. In the
event of the refusal or incapacity of the President to function as such, the
first-elected Vice President shall perform the duties of the President until
such time as the Board of Directors elects a new President. In the event of the
absence, refusal or incapacity of the first-elected Vice President, the other
Vice Presidents, in order of their rank, shall so perform the duties of the
President; and the order of rank of such other Vice Presidents shall be
determined by the designated rank of their offices or, in the absence of such
designation, by seniority in the office of Vice President; provided that said
order or rank may be established otherwise by action of the Board of Directors.

               SECTION 4. TREASURER. The Treasurer shall perform all the duties
customary to that office, and shall have the care and custody of the funds and
securities of the Corporation. He shall at all reasonable times exhibit his
books and accounts to any director upon application, and shall give such bond or
bonds for the faithful performance of his duties with such surety or sureties as
the Board of Directors from time to time may determine.

                                       12
<PAGE>

               SECTION 5. SECRETARY. The Secretary shall act as secretary of and
shall keep the minutes of the Board of Directors and of the stockholders, have
the custody of the seal of the Corporation and perform all of the other duties
usual to that office.

               SECTION 6. ASSISTANT TREASURER AND ASSISTANT SECRETARY. Any
Assistant Treasurer or Assistant Secretary shall perform such duties as may be
prescribed or assigned to him by the Board of Directors, the Chairman of the
Board, or the President. An Assistant Treasurer shall give such bond or bonds
for the faithful performance of his duties with such surety or sureties as the
Board of Directors from time to time may determine.

               SECTION 7. TERM OF OFFICE; REMOVAL. Each officer shall hold
office for such term as may be prescribed by the Board. Notwithstanding Section
3 of Article III, removal of the Chairman of the Board or the President for
cause shall require the vote of 75% of the members constituting the whole Board,
and removal of the Chairman of the Board or the President without cause shall
require the vote of 66.67% of the members constituting the whole Board. All
other officers may be removed at any time by the Board, with or without cause,
by the vote of the majority of the Board. The removal of any officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer, shall not, of itself, create contract rights.

               SECTION 8. COMPENSATION. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.

                                       13
<PAGE>

                                   ARTICLE V.

                               SHARE CERTIFICATES

               SECTION 1. FORM OF SHARE CERTIFICATES. The shares of the
Corporation shall be represented by certificates, in such form as the Board of
Directors may from tine to time prescribe, signed by the Chairman of the Board,
the President, or a Vice President, and by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer, and shall be sealed with the
seal of the Corporation or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation or its
employees. In case any such officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of issue.

               SECTION 2. LOST CERTIFICATES. In case of the loss, theft,
mutilation or destruction of a stock certificate, a duplicate certificate will
be issued by the Corporation upon notification thereof and receipt of such
proper indemnity or assurances as the Board of Directors may require.

               SECTION 3. TRANSFER OF SHARES. Transfers of shares of stock shall
be made upon the books of the Corporation by the registered holder in person or
by duly authorized attorney, upon surrender of the certificate or certificates
for such shares properly endorsed.

               SECTION 4. REGISTERED STOCKHOLDERS. Except as otherwise provided

                                       14
<PAGE>

by law, the Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends or
other distributions and to vote as such owner, and to hold such person liable
for calls and assessments, and shall not be bound to recognize any equitable or
legal claim to or interest in such shares on the part of any other person.

                                   ARTICLE VI.

                                 INDEMNIFICATION

               SECTION 1. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Any
person made a party to an action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a Director or officer of the Corporation shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with the
defense of such action or in connection with an appeal therein, to the fullest
extent permitted by the General Corporation Law or any successor thereto.

               SECTION 2. ACTION OR PROCEEDING OTHER THAN BY OR IN THE RIGHT OF
THE CORPORATION. Any person made or threatened to be made a party to an action
or proceeding other than one by or in the right of the Corporation to procure a
judgment in its favor, whether civil or criminal, including an action by or in
the right of any other corporation of any type or kind, domestic or foreign,
which any Director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he, his testator or
intestate, was a Director or officer of the

                                       15
<PAGE>

Corporation, or served such other corporation in any capacity, shall be
indemnified by the Corporation against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such Director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interests of the Corporation and, in
criminal actions or proceedings, in which he had no reasonable cause to believe
that his conduct was unlawful. The termination of any such civil or criminal
action or proceeding by judgment, settlement, conviction or upon a plea of NOLO
CONTENDERE, or its equivalent shall not in itself create a presumption that any
such Director or officer did not act in good faith for a purpose which he
reasonably believed to be in the best interests of the Corporation or that he
had reasonable cause to believe that his conduct was unlawful.

               SECTION 3. OPINION OF THE COUNSEL. In taking any action or making
any determination pursuant to this Article, the Board of Directors and each
Director, officer or employee, whether or not interested in any such action or
determination, may rely upon an opinion of counsel selected by the Board.

               SECTION 4. OTHER INDEMNIFICATION; LIMITATION. The Corporation's
obligations under this Article shall not be exclusive or in limitation of but
shall be in addition to any other rights to which any such person may be
entitled under any other provision of these By-Laws, or by contract, or as a
matter of law, or otherwise. All of the provisions of this Article VI of the
By-Laws shall be valid only to the extent permitted by the Certificate of
Incorporation and the laws of the State of Delaware.

                                       16
<PAGE>

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

               SECTION 1. CORPORATE SEAL. The corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as the
Board of Directors may from time to time determine.

               SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall
be the twelve month period ending December 31.

               SECTION 3. CHECKS AND NOTES. All checks and demands for money and
notes or other instrument evidencing indebtedness or obligations of the
Corporation shall be signed by such officer or officers or other person or
persons as shall be authorized from time to time by the Board of Directors.

                                  ARTICLE VIII.

                                   AMENDMENTS

               SECTION 1. POWER TO AMEND. By-Laws of the Corporation may be
adopted, amended or repealed by the Board of Directors, subject to amendment or
repeal by the stockholders entitled to vote thereon. Notwithstanding the
foregoing provisions, any amendment to or repeal of Sections 1 or 2 of Article
III, Sections 1 or 7 of Article IV, or Section 1 of Article VIII of these
By-Laws by the Board of Directors shall require the vote of 75% of the members
constituting the whole Board.

                                       17
<PAGE>


                                                                       EXHIBIT B

                              SIGNING STOCKHOLDERS'

                          BENEFICIAL OWNERSHIP INTEREST

                                 IN COMMON STOCK

SIGNING STOCKHOLDER                                       OWNERSHIP INTEREST
-------------------                                       ------------------
James J. Apostolakis                                      935,900
David Ray                                                 214,000
Bernard Marden                                            375,000
Anthony R. Campbell                                       1,352,600
David M. Knott                                            968,100
Knott Partners, L.P.                                      460,000