EXHIBIT 3.2

                                    BY - LAWS

                                       of


                         JEAN PHILIPPE FRAGRANCES, INC.


                               ARTICLE I - OFFICES

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


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


                      ARTICLE II - MEETING OF STOCKHOLDERS

         SECTION I. ANNUAL MEETINGS.  --Annual  meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting,  shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.

         SECTION 2. OTHER MEETINGS.  -- Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place,  within
or  without  the State of  Delaware,  as shall be  stated  in the  notice of the
meeting.

         SECTION 3. VOTING.  -- Each stockholder  entitled to vote in accordance
with the terms and  provisions of the  Certificate  of  Incorporation  and these
By-Laws shall be entitled to one vote, in person or by proxy,  for each share of
stock  entitled  to vote held by such  stockholder,  but no proxy shall be voted
after three years from its date unless such proxy  provides for a longer period.
Upon the demand of any stockholder, the vote for directors and upon any question
before the meeting shall be by

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ballot.  All  elections for directors  shall be decided by plurality  vote;  all
other   questions  shall  be  decided  by  majority  vote  except  as  otherwise
provided-by  the  Certificate  of  Incorporation  or the  laws of the  State  of
Delaware.

         SECTION 4. STOCKHOLDER LIST. -- The officer who has charge of the stock
ledger  of the  corporation  shall at  least  10 days  before  each  meeting  of
stockholders prepare a complete alphabetical  addressed list of the stockholders
entitled  to vote at the  ensuing  election,  with the number of shares  held by
each.  Said list shall be open to the  examination of any  stockholder,  for any
purpose germane to the meeting,  during ordinary business hours, for a period of
at least ten days prior to the meeting,  either at a place within the city where
the meeting is to be held,  which place shall be  specified in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall be available for inspection at the meeting.

         SECTION 5.  QUORUM.  --Except  as  otherwise  required  by law,  by the
Certificate of Incorporation or by these By-Laws, the presence,  in person or by
proxy,  of  stockholders  holding a  majority  of the  stock of the  corporation
entitled to vote shall constitute a quorum at all meetings of the  stockholders.
In case a quorum shall not be present at any meeting,  a majority in interest of
the stockholders entitled to vote thereat,  present in person or by proxy, shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement  at the meeting,  until the requisite  amount of stock  entitled to
vote shall be  present.  At any such  adjourned  meeting at which the  requisite
amount of stock  entitled  to vote shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed;  but  only  those  stockholders  entitled  to  vote at the  meeting  as
originally  noticed shall be entitled to vote at any adjournment or adjournments
thereof.

         SECTION 6. SPECIAL  MEETINGS.  --Special  meetings of the stockholders,
for any purpose, unless otherwise prescribed by statute or by the Certificate of
Incorporation,  may be  called  by the  president  and  shall be  called  by the
president or secretary at the request in writing of a majority of the  directors
or  stockholders  entitled to vote.  Such request shall state the purpose of the
proposed meeting.

         SECTION  7.  NOTICE OF  MEETINGS.  Written  notice of each  meeting  of
shareholders  stating the place,  date and hour  thereof,  and, in the case of a
special meeting,  specifying the purpose or


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purposes thereof,  shall be given to each shareholder  entitled to vote thereat,
not less  than ten (10) nor more than  sixty  (60)  days  prior to the  meeting,
except that where the matter to be acted on is a merger or  consolidation or the
Corporation  or a sale,  lease or  exchange of all or  substantially  all of its
assets, such notice shall be given not less than twenty (20) nor more than sixty
(60) days prior to such meeting.

         If at any meeting action is proposed to be taken which, if taken, would
entitle  shareholders  fulfilling  the  requirements  of section  262 (d) of the
Delaware  General  Corporation  Law to an  appraisal  of the fair value of their
shares, the notice of such meeting shall contain a statement of that purpose and
to that effect and shall be accompanied by a copy of that statutory section.


         SECTION 8. NATURE OF BUSINESS AT MEETINGS OF SHAREHOLDERS.  No business
may be transacted at an annual meeting of shareholders, other than business that
is either (a)  specified  in the notice of meeting (or any  supplement  thereto)
given by or at the direction of the Board of Directors  (or any duly  authorized
committee thereof),  (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized  committee
thereof) or (c)  otherwise  properly  brought  before the annual  meeting by any
shareholder of the corporation (i) who is a shareholder of record on the date of
the giving of the notice  provided  for in this Section 8 and on the record date
for the  determination  of shareholders  entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this Section 8.

         In addition to any other  applicable  requirement,  for  business to be
properly  brought before an annual meeting by a  shareholder,  such  shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal  executive offices of the Corporation
not less  than  sixty  (60)  days nor more than  ninety  (90) days  prior to the
anniversary  date of the immediately  preceding  annual meeting of shareholders;
PROVIDED,  HOWEVER,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
notice by the  shareholder in order to be timely must be so  received-not  later
than the close of business on the

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tenth  (10th)  day  following  the day on which  such  notice of the date of the
annual  meeting was mailed or such public  disclosure  of the date of the annual
meeting was made, whichever first OCCURS.

         TO BE IN PROPER WRITTEN FORM, A  SHAREHOLDER'S  NOTICE TO THE Secretary
must set forth as to each matter such  shareholder  proposes to bring before the
annual  meeting (a) a brief  description  of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual  meeting,  (b) the name and record address of such  shareholder,  (c) the
class or series and number of shares of capital stock of the  Corporation  which
are  owned-beneficially  or of record by such shareholder,  (d) a description of
all arrangements or understandings between such shareholder and any other person
or persons  (including  their  names) in  connection  with the  proposal of such
business by such  shareholder and any material  interest of such  shareholder in
such business and (e) a representation  that such shareholder  intends to appear
in person or by proxy at the annual  meeting to bring such  business  before the
meeting.

         No business  shall be conducted at the annual  meeting of  shareholders
except  business  brought  before the  annual  meeting  in  accordance  with the
procedures set forth in this Section 8; PROVIDED,  HOWEVER,  that, once business
has been properly  brought  before the annual  meeting in  accordance  with such
procedures,  nothing in this Section 8 shall be deemed to preclude discussion by
any  shareholder  of any such  business.  If the  Chairman of an annual  meeting
determines that business was not properly,  brought before the annual meeting in
accordance with the foregoing procedures, then the Chairman shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.


         SECTION 9. ACTION WITHOUT  MEETING.  --Except as otherwise  provided by
the Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in  connection  with any  corporate
action by any provisions of the statutes or the Certificate of  Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
all the  stockholders  who would have been  entitled  by vote upon the action if
such meeting were held,  shall consent in writing to such corporate action being
taken.

         SECTION 10. NOMINATION OF DIRECTORS.  Only persons who are

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nominated in  accordance  with the  following  procedures  shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board of Directors may be made at any annual meeting of shareholders  (a) by
or at the direction of the Board of Directors (or any duly authorized  COMMITTEE
THEREOF) OR (B) BY ANY  SHAREHOLDER OF THE  CORPORATION (i) who is a shareholder
of record on the date of giving of the notice  provided  for in this  Section 10
and on the record date for the determination of shareholders entitled to vote at
such annual  meeting and (ii) who complies with the notice and other  procedures
set forth in this Section 10.

         In addition to any other applicable  requirements,  for a nomination to
be made by a shareholder,  such  shareholder  must give timely notice thereof in
proper  written  form to the  Secretary  of the  Corporation.  To be  timely,  a
shareholder's  notice  to the  Secretary  must be  delivered  to or  mailed  and
received at the principal  executive  offices of the  Corporation  not less than
sixty (60) days nor more than ninety (90) days prior to the anniversary  date of
the immediately  preceding  annual meeting of shareholders;  PROVIDED,  HOWEVER,
that in the event  that the  annual  meeting  is  called  for a date that is not
within  thirty (30) days before or after such  anniversary  date,  notice by the
shareholder  in order to be timely must be received  not later than the close of
business on the tenth (10th) day  following  the day on which notice of the date
of the annual  meeting was mailed or such public  disclosure  of the date of the
annual meeting was made, whichever first occurs.

         To be in proper written form, a  shareholder's  notice to the Secretary
must set forth (a) as to each person whom the  shareholder  proposes to nominate
for election as a director (i) the, name, age, business and residence address of
the person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the  Corporation  which
are owned beneficially or of record by the person and (iv) any other information
relating  to the  person  that  would be  required  to be  disclosed  in a proxy
statement or other filings required to be made in connection with  solicitations
of proxies for  election of directors  pursuant to Section 14 of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations promulgated thereunder;  and (b) as to the shareholder giving notice
(i) the name and record  address of such  shareholder,  (ii) the class or series
and  number  of shares  of  capital  stock-of  the  Corporation  which are owned
beneficially  or of  record  by such  shareholder,  (iii) a  description  of all
arrangements  or  understandings  between  such

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shareholder and each proposed nominee and any other person or persons (including
their  names)  pursuant  to  which  the  nominations  are  to be  made  by  such
shareholder,  (iv) a representation  that such shareholder  intends to appear in
person or by proxy at the annual  meeting to nominate  the persons  named in its
notice and (v) any other information  relating to such shareholder that would be
required to be disclosed in a proxy  statement or other  filings  required to be
made in  connection  with  solicitations  of proxies for  election of  directors
pursuant  to  Section  14 of the  Exchange  Act and the  rules  and  regulations
promulgated thereunder.  Such notice must be accompanied by a written consent of
each proposed  nominee to being named as a nominee and to serve as a director if
elected.

         No person shall be eligible for election as director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 10.
If the  Chairman of the meeting  determines  that a  nomination  was not made in
accordance  with  the  foregoing  procedures  or that  any  representation  made
pursuant to such procedures is materially incomplete or inaccurate, the Chairman
shall  declare  to the  meeting  that  the  nomination  was  defective  and such
defective nomination may be disregarded.


                             ARTICLE III - DIRECTORS


         SECTION 1. NUMBER AND TERM. -- The number of directors  shall be set by
resolution of the board of  directors,  but shall not be less than three but not
more than fifteen.

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

         SECTION 3.  VACANCIES.  -- If the office of any  director,  member of a
committee or other officer  becomes vacant,  the remaining  directors in office,
though less than a quorum by a majority vote,  may appoint any qualified  person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

         SECTION 4. REMOVAL. --- Any director or directors may be removed either
for or without  cause at any time by the

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affirmative  vote of the  holders  of a  majority  of all the  shares  of  stock
outstanding  and  entitled  to vote,  at a special  meeting of the  stockholders
called for the  purpose and the  vacancies  thus  created may be filled,  at the
meeting held for the purpose of removal,  by the affirmative  vote of a majority
in interest of the stockholders entitled to vote.

         SECTION 5. INCREASE OF NUMBER.  -- The exact number of directors within
the minimum and maximum limitations specified herein shall be fixed from time to
time by resolution of a majority of the whole Board of Directors.

         SECTION 6.  COMPENSATION.  --  Directors  shall not  receive any stated
salary for their  services  as  directors  or as members of  committees,  but by
resolution  of the board a fixed fee and expenses of  attendance  may be allowed
for attendance at each meeting.  Nothing herein  contained shall be construed to
preclude any director from serving the  corporation  in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

         SECTION 7. ACTION WITHOUT  MEETING.  --Any action required or permitted
to be taken  at any  meeting  of the  Board of  Directors,  or of any  committee
thereof,  may be taken  with out a  meeting,  if prior to such  action a written
consent  thereto is signed by all members of the board,  or of such committee as
the case  may be,  and such  written  consent  is  filed  with  the  minutes  of
proceedings of the board or committee.

         SECTION  8.PARTICIPATION  IN  MEETINGS  BY  TELEPHONE.  Any one or more
members  of the  Board  of  Directors  or of any  committee  of  the  Board  may
participate in a meeting of the Board of Directors or any committee of the Board
may be taken without a meeting if all members of the Board or of such  committee
consent thereto in writing.  The written consent or consents to each such action
shall be filed  with  the  minutes  of the  proceedings  of the  Board or of the
committee taking such action.

         SECTION  9.COMMITTEES  OF  THE  BOARD.  THE  BOARD  OF  DIRECTORS,   BY
resolution  adopted by a majority of the whole Board,  may designate one or more
committees,  each  consisting of one (1) or more directors and having such title
as the Board may consider to be properly  descriptive  of its function,  (except
that only one  committee,  consisting of three (3) or more  directors,  shall be
designated as the Executive Committee,  each of which, to the extent provided in
such resolution,  shall have any may exercise all of the powers and authority of
the Board in the management of

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the business and affairs of the Corporation).  However,  no such committee shall
have power or authority in reference to:

         (a)      amending the certificate of incorporation;

         (b)      adopting an agreement of merger or consolidation;

         (c)      recommending to the  shareholders  the sale, lease or exchange
of all or substantially all of the Corporation's property and assets;

         (d)      recommending   to  the   shareholders  a  dissolution  of  the
Corporation or a revocation of a dissolution; or

         (e)      amending these By-Laws;  and, unless  expressly so provided by
resolution  of the Board,  no such  committee  shall have power or  authority in
reference to;

         (f)      declaring a dividend; or

         (g)      authorizing  the issuance of shares of the  Corporation of any
class.

         The Board of Directors may designate one or more directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  In the absence or  disqualification of any member
of any committee,  the member or members  thereof present at any meeting and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in the place and stead of such absent or disqualified member.

         Each  such  committee  shall  serve  at the  pleasure  of the  Board of
Directors.  It shall  keep  minutes of its  meetings  and report the same to the
Board of Directors as and when requested by the Board, and it shall observe such
other procedures with respect to its meetings as are prescribed in these By-Laws
or, to the extent not  prescribed  herein,  as may be prescribed by the Board in
the resolution appointing such committee.


         SECTION 10.  NOTICE OF BOARD AND  COMMITTEE  MEETINGS.  Meetings of the
Board of  Directors  or any  committee  thereof,  shall be  called by any of the
following  persons:  The Chairman of the Board,  Chief  Executive  Officer,  the
President,  Secretary or any two directors.  Five (5) days' written notice shall
be given to each director,  either by personal delivery; by postage prepaid mail
if mailed within the continental United States; any reputable overnight delivery
service  (such as  Federal  Express  or DHL or any  successor  thereto)  if sent
outside  the  continental  United  States;  or via  telecopier,  e-mail or other
electronic  means,  unless a Director objects in writing to receiving notice

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via telecopier,  e-mail or other electronic means.  Notice of any meeting of the
Board of  Directors  need not be given to any  director  who  signs a waiver  of
notice either before or after the meeting. Attendance by a director at a meeting
shall  constitute  a waiver of notice of such  special  meeting,  except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction of any business because such meeting is not lawfully convened.


                              ARTICLE IV - OFFICERS

         SECTION 1. OFFICERS.  -- The officers of the corporation  shall consist
of a President, a Treasurer,  and a Secretary, and shall be elected by the Board
of  Directors  and shall hold  office  until  their  successors  are elected and
qualified.  In  addition,  the Board of Directors  may elect a Chairman,  A VICE
CHAIRMAN,  one or  more  Vice-Presidents  and  such  Assistant  Secretaries  and
Assistant  Treasurers  as it  may  deem  proper.  None  of the  officers  of the
corporation  need be  directors.  The  officers  shall be  elected  at the first
meeting of the Board of  Directors  after  each  annual  meeting.  More than two
offices may be held by the same person.

         SECTION 2. OTHER  OFFICERS AND AGENTS.  -- The Board of  Directors  may
appoint such officers and agents as it may deem advisable,  who shall hold their
offices for such terms and shall  exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.

         SECTION 3.  CHAIRMAN.  -- The Chairman of the Board of Directors if one
be elected, shall preside at all meetings of the Board of Directors and he shall
have and perform  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 Vice  Chairman  shall preside at all such meetings and he shall have
and perform such other duties as from time to time may be assigned to him by the
Board of Directors.

         SECTION 4. PRESIDENT.  -- Unless set forth otherwise in a resolution of
the Board of Directors,  The President shall be the chief  executive  officer of
the  corporation and shall have the general powers and duties of supervision and
management usually vested in the office of President of a corporation.  He shall
have  general  supervision,  direction  and  control  of  the  business  of  the
corporation.  Except as the Board of Directors  shall  authorize  the  execution
thereof in some other manner, he shall

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execute bonds, mortgages, and other contracts in behalf of the corporation,  and
shall cause the seal to be affixed to any  instrument  requiring  it and when so
affixed the seal shall be  attested by the  signature  of the  Secretary  or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.

         SECTION 5. VICE-PRESIDENT. --Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the  directors.  If
there be more than one Vice President,  the Board of Directors may designate one
of them as Executive Vice President, in which case he shall be first in order of
seniority,  and may also grant to theirs such titles as shall be  descriptive of
their respective  functions or indicative of their relative seniority.  The Vice
President,  or, if there be more than one, the Vice  Presidents  in the order of
their  seniority as indicated by their titles or as otherwise  determined by the
Board of  Directors  shall,  in the absence or  disability  of the  Chairman and
President,  exercise the powers and perform the duties of those officers subject
to the direction of the Board of Directors; and he or they shall have such other
powers and duties as the Board of  Directors  or the  Chairman  may from time to
time prescribe.

         SECTION 6.  TREASURER.  --The  Treasurer  shall have the custody of the
corporate  funds and  securities  and shall  keep full and  accurate  account of
receipts  and  disbursements  in books  belonging to the  corporation.  He shall
deposit  all  moneys  and other  valuables  in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
The Treasurer  shall  disburse the funds of the  corporation as maybe ordered by
the Board of  Directors,  or the  President,  taking  proper  vouchers  for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the board shall prescribe.

         SECTION 7. SECRETARY. --The Secretary shall give, or cause to be given,
notice of all meetings of  stockholders  and  directors,  and all other  notices
required  by law or by these  By-Laws,  and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto  directed
by the President, or by the directors,  or stockholders,  upon whose requisition
the meeting is called as provided in these By-Laws.

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He shall record all the  proceedings of the meetings of the  corporation  and of
directors in a book to be kept for that  purpose.  He shall keep in safe custody
the seal of the  corporation,  and when  authorized  by the Board of  Directors,
affix the same to any instrument  requiring it, and when so affixed, it shalt be
attested by his signature or by the signature of any assistant secretary.

         SECTION 8.  ASSISTANT  TREASURERS  &  ASSISTANT  SECRETARIES  Assistant
Treasurers  and Assistant  Secretaries,  if any, shall be elected and shall have
such  powers  and  shall  perform  such  duties  as shall be  assigned  to them,
respectively, by the directors.

                                    ARTICLE V

         SECTION  1.  CERTIFICATES  OF  STOCK.  --Every  holder  of stock in the
corporation  shall be entitled to have a certificate,  signed by, or in the name
of the corporation by, the chairman or  vice-chairman of the board of directors,
or  the  president  or a  vice-president  and  the  treasurer  or  an  assistant
treasurer, or the secretary of the corporation,  certifying the number of shares
owned by him in the corporation. If the corporation shall be authorized to issue
more  than one  class  of  stock or more  than  one  series  of any  class,  the
designations,  preferences and relative participating, optional or other special
rights  of each  class of  stock  or,  series  thereof  and the  qualifications,
limitations,  or  restrictions  of such  preferences  and/or rights shall be set
forth in full or  summarized  on the face or back of the  certificate  which the
corporation  shall issue to  represent  such class of series of stock,  provided
that,  except as other wise  provided in section 202 of the General  Corporation
Law of Delaware, in lieu of the foregoing  requirements,  there may be set forth
on the face or back of the  certificate  which the  corporation  shall  issue to
represent such class or series of stock, a statement that the  corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations  or  restrictions  of  such  preferences  and/or  rights.   Where  a
certificate is countersigned  (1) by a transfer agent other than the corporation
or its  employee,  or (2) by a  registrar  other  than  the  corporation  or its
employee, the signatures of such officers may be facsimiles.

         SECTION 2. LOST CERTIFICATES  --New certificates of stock may be issued
in the place of any certificate therefore issued by the corporation,  alleged to
have been lost or destroyed, and the

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directors may, in their  discretion,  require the owner of the lost or destroyed
certificate  or his legal  representatives,  to give the  corporation a bond, in
such sum as they may direct,  not  exceeding  double the value of the stock,  to
indemnify the corporation  against it on account of the alleged loss of any such
new certificate.

         SECTION  3.  TRANSFER  OF  SHARES.  --  The  shares  of  stock  of  the
corporation  shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives,  and upon
such transfer the old  certificates  shall be surrendered to the  corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers,  or to such other persons as the directors may  designate,  by who they
shall be cancelled,  and new  certificates  shall thereupon be issued.  A record
shall  be made of each  transfer  and  whenever  a  transfer  shall  be made for
collateral security,  and not absolutely,  it shall be so expressed in the entry
of the transfer.

         SECTION 4.  STOCKHOLDERS  RECORD DATE. -- In order that the corporation
may determine the  stockholders  entitled to notice of or to vote at any meeting
of stockholders or any adjournment  thereof,  or to express consent to corporate
action in  writing  without a meeting,  or  entitled  to receive  payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful  action,  the Board of Directors may fix, in
advance,  a record  date,  which  shall not be more than sixty nor less than ten
days before the day of such meeting, nor more than sixty days prior to any other
action.  A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         SECTION 5.  DIVIDENDS.  -- Subject to the provisions of the Certificate
of  Incorporation  the Board of Directors  may, out of funds  legally  available
therefor at any regular or special meeting,  declare  dividends upon the capital
stock of the corporation as and when they deem expedient.  Before  declaring any
dividends there may be set apart out of any funds of the  corporation  available
for  dividends,  such sum or sums as the  directors  from  time to time in their
discretion   deem  proper  working   capital  or  as  a  reserve  fund  to  meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
directors shall deem conducive to the interests of the corporation.

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<PAGE>


         SECTION 6. SEAL.  -- The  corporate  seal shall be circular in form and
shall  contain the name of the  corporation,  the year of its  creation  and the
words  "CORPORATE  SEAL  DELAWARE."  Said  seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

         SECTION 7. FISCAL YEAR. -- The fiscal year of the corporation  shall be
determined by resolution of the Board of Directors.

         SECTION  8.  CHECKS -- All  checks,  drafts,  or other  orders  for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation  shall be signed by the officer or officers,  agent or agents of
the corporation,  and in such manner as shall be determined from time to time by
resolution of the Board of Directors.

         SECTION  9.  NOTICE  AND  WAIVER OF NOTICE --  Whenever  any  notice is
required  by these  By-Laws  to be given,  personal  notice is not meant  unless
expressly stated, and any notice so required shall be deemed to be sufficient if
given by  depositing  the  same in the  United  States  mail,  postage  prepaid,
addressed  to the person  entitled  thereto at his  address as it appears on the
records of the  corporation,  and such notice shall be deemed to have been given
on the day of such  mailing.  Stockholders  not  entitled  to vote  shall not be
entitled  to receive  notice of any  meetings  except as  otherwise  provided by
statute.

         Whenever  any  notice  whatever  is  required  to be  given  under  the
provisions  of  any  law,  or  under  the  provisions  of  the   Certificate  of
Incorporation  of the corporation 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 proper notice.

                             ARTICLE VI- AMENDMENTS

         These  By-Laws may be altered and  repealed  and By-Laws may be made at
any annual  meeting of the  stockholders  or at any special  meeting  thereof if
notice  thereof  is  contained  in the  notice of such  special  meeting  by the
affirmative  vote of a majority of the stock issued and  outstanding or entitled
to vote thereat,  or by the regular  meeting of the Board of  Directors,  at any
regular  meeting of the Board of  Directors,  or at any  special  meeting of the
Board of Directors, if notice thereof is contained in the notice of such special
meeting.


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