Exhibit 3.3

                                     BYLAWS

                                       OF

                           OBSIDIAN ENTERPRISES, INC.
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                     (Restated Effective September 27, 2002)




                                    ARTICLE 1
                                 Identification

     Section 1.01.  Name. The name of the  Corporation is Obsidian  Enterprises,
Inc. (the "Corporation").

     Section 1.02.  Place of Keeping  Corporate Books and Records.  The books of
account,  records,  documents and papers of the Corporation shall be kept at 111
Monument Circle, Suite 3680,  Indianapolis,  Indiana 46204 or any other place or
places  within or without the States of Delaware  and Indiana as directed by the
Board of  Directors.  In the  absence  of a  direction,  the  books of  account,
records,  documents  and  papers  shall be kept at the  principal  office of the
Corporation.

     Section 1.03. Seal. The Board of Directors of the Corporation may designate
the design and cause the Corporation to obtain and use a corporate seal, but the
failure  of the  Board to seal any  document  shall  not  affect  in any way the
validity or effect of such document.

     Section 1.04.  Fiscal Year. The fiscal year of the Corporation shall end at
such time as the Board of Directors shall  determine.  In the event the Board of
Directors  shall  not  make  such  a  determination,  the  fiscal  year  of  the
Corporation shall continue to be October 31.

                                    ARTICLE 2
                                     SHARES

     Section  2.01.  Form;  Transfer,   Consideration.   The  interest  of  each
shareholder of the corporation  shall be evidenced by certificates  representing
shares in such form not  inconsistent  with the Certificate of  Incorporation as
the  Board  of  Directors  may  from  time  to  time   prescribe.   Certificates
representing  shares shall have set forth thereon the  statements  prescribed by
law  and  shall  be  signed  by the  President  or a  Vice-President  and by the
Secretary or an Assistant  Secretary or Treasurer or an Assistant  Treasurer and
may be sealed with the corporate seal 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  itself or its employee.  In case any office 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 its
issue.

     Upon compliance with provisions  restricting the transferability of shares,
if any,  transfer of shares of the  corporation  shall be made only on the share
record of the corporation by the registered  holder thereof,  or by his attorney
thereunto  authorized  by power of  attorney  duly  executed  and filed with the
Secretary of the  corporation or with a transfer  agent or a registrar,  if any,
and upon the  surrender  of the  certificate  or  certificates  for such  shares
properly endorsed and the payment of all taxes due thereon.
<PAGE>

     A certificate representing shares shall not be issued until the full amount
of consideration therefore has been paid, except as the Business Corporation Law
may otherwise permit.

     Section 2.02.  Fractions of Shares.  The corporation may issue certificates
for fractions of a share where  necessary to effect  transactions  authorized by
the Business  Corporation  Law which shall entitle the holder,  in proportion to
his  fractional  holdings,  to exercise  voting  rights,  receive  dividends and
participate in liquidating  distributions;  or it may pay in cash the fair value
of  fractions  of a share as of the time when those  entitled  to  receive  such
fractions  are  determined;  or it may issue scrip in  registered or nearer form
over the manual or facsimile signature of an officer of the corporation or of is
agent,  exchangeable as therein  provided for full shares,  but such scrip shall
not entitle the holder to any rights of shareholder except as therein provided.

     Section 2.03. Replacement of Shares. No certificate representing the shares
shall be issued in place of any certificate alleged to have been lost, destroyed
or stolen,  except on production of such evidence of such loss,  destruction  or
theft as the Board of Directors may require, and on delivery to the corporation,
if the Board of  Directors  shall so  require,  of a bond of  indemnity  in such
amount, upon such terms and secured by such surety as the Board of Directors may
in its discretion require.

     Section 2.03. General  Regulation.  The Board of Directors shall have power
and authority to make all such rules and  regulations  as it may deem  expedient
concerning the issue,  transfer and  registration of  certificates  representing
shares of the corporation.

                                    ARTICLE 3
                             Meeting of Shareholders

     Section  3.01.  Place of  Meetings.  All  meetings of  shareholders  of the
Corporation  shall be held at the principal office of the Corporation or at such
other place,  within or without the States of Delaware  and  Indiana,  as may be
specified in the respective notices or waivers of notice thereof.

     Section 3.02.  Annual Meeting.  The annual meeting of the  shareholders for
the election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at the office of the corporation
in either the State of  Delaware  or the State of Indiana or at such other place
within or without the State of Delaware, and in such date in each fiscal year as
may be determined by the Board of Directors.  Failure to hold the annual meeting
at the  designated  time shall not work any  forfeiture  or  dissolution  of the
Corporation or affect the validity of any corporate action.

     Section 3.03. Special Meetings. Special Meetings of the shareholders may be
called by the Chairman of the Board of Directors, or the President; and shall be
called  by the  Chairman  of the  Board of  Directors  or the  President  at the
request,  made in writing to the Corporation's  Secretary,  of a majority of the
Board of Directors  or by  shareholders  holding of record at least  twenty-five
percent (25%) of all the shares of the stock of the Corporation  outstanding and
entitled by law or the  Articles of  Incorporation  to vote on the  business for
which the meeting is being  called.  Any  request  for a special  meeting of the
shareholders shall state the purpose or purposes of the proposed meeting.

     Section  3.04.  Record Date.  The Board of Directors may fix a record date,
not  exceeding   seventy  (70)  days  prior  to  the  date  of  any  meeting  of
shareholders, for the purpose of determining the shareholders entitled to notice
of and to vote at such  meeting.  In the  absence  of  action  by the  Board  of
Directors fixing a record date as herein provided,  the record date shall be the
fourteenth (14th) day prior to the date of the meeting.
<PAGE>

     Section 3.05. Notice of Meetings. A written or printed notice,  stating the
place,  day and hour of the  meeting,  and, in the case of a special  meeting or
when  otherwise  required by any  provision  of the  Delaware  General  Business
Corporation  Law, as amended (the "Act"),  as from time to time amended (and any
successor  act thereto),  the Articles of  Incorporation  or these  Bylaws,  the
purpose or  purposes  for which the  meeting is called,  shall be  delivered  or
mailed by the Secretary of the Corporation or by the persons calling the meeting
to each holder of stock of the  Corporation  at that time  entitled to vote,  at
such  address as appears on the  records of the  Corporation,  at least ten (10)
days,  but not more than sixty (60) days,  before the date of the meeting.  Each
shareholder   who  has  in  the  manner   provided  below  waived  notice  of  a
shareholder's  meeting, or who personally attends a shareholder's meeting, or is
represented  thereat  by a  proxy  duly  authorized  to  appear  pursuant  to an
instrument of proxy complying with the requirement hereinafter set forth, waives
objection to lack of notice or defective notice of meeting.

     Section 3.06. Waiver of Notice. Notice of any such meeting may be waived in
writing by any  shareholder  entitled to such notice if the waiver sets forth in
reasonable  detail the purpose or purposes for which the meeting is called,  and
is delivered to the  Corporation for inclusion in the minutes or filing with the
corporate  records.  Attendance  at any  meeting,  in person or by proxy,  shall
constitute  a waiver of notice of such  meeting  unless the  shareholder  or his
proxy at the  beginning  of the  meeting  objects  to  holding  the  meeting  or
transacting business at the meeting.

     Section  3.07.  Voting:   Record  Date;  List  of  Shareholders;   Proxies;
Inspectors.  Every  shareholder  entitled  to vote at any meeting may so vote by
proxy and shall be entitled to one vote for each share of common stock  entitled
to vote and held by him or in the number of votes  specified in any  designation
of rights specified for special class of stock.

     For purposes of determining the  shareholders  entitled to notice of, or to
vote at, any meeting of shareholders or any adjournment  thereof,  or to express
consent to, or dissent from, ant proposal without a meeting,  or for the purpose
of determining the  shareholders  entitled to receive payment of any dividend or
the allotment of any rights,  or for the purpose of any other action,  the Board
of  Directors  may  fix,  in  advance,  a date as the  record  date for any such
determination of shareholders.  Such date shall not be more than ten days before
the date of such meeting, nor more than fifty days prior to any other action. If
no record date is fixed, the record date for the  determination of shareholders,
shall be at the close of  business on the day next  preceding  the date on which
notice is given,  or, if no  notice is given,  the day on which the  meeting  is
held; the record date for determining  shareholders for any purpose,  other than
that specified in the preceding clause, shall be at the close of business on the
day on which the resolution of the directors relating thereto is adopted. When a
determination  of  shareholders  of record entitled to notice of, or to vote ay,
any meeting of shareholders  has been made as provided in this  paragraph,  such
determination  shall  apply to any  adjournment  thereof,  unless  the  Board of
Directors  fixes a new  record  date  under  this  paragraph  for the  adjourned
meeting.
<PAGE>

     A list of shareholders as of the record date, certified by the Secretary or
other officer responsible for its preparation, or by the transfer agent, if any,
shall be produced at any meeting of shareholders  upon the request  thereat,  or
prior  thereto,  of any  shareholder.  If the  right to vote at any  meeting  is
challenged, the inspectors or election, if any, or the person presiding thereat,
shall require such list of  shareholders to be produced as evidence of the right
of the persons  challenged to vote at such  meeting,  and all persons who appear
from such list to the  shareholders  entitled  to vote  thereat may vote at such
meeting.

     Every shareholder may authorize another person or persons to act for him by
proxy in all maters in which a shareholder is entitled to  participate,  whether
by waiving  notice of any  meeting,  voting or  participating  at a meeting,  or
expressing  consent or dissent without a meeting.  Every proxy must be signed by
the  shareholder  or his  attorney-in-fact.  No proxy  shall be valid  after the
expiration of eleven moths from the date thereof  unless  otherwise  provided in
the proxy.  Every proxy shall be revocable  at the  pleasure of the  shareholder
executing it, except as otherwise provided by the Business Corporation Law.

     The Board of Directors,  in advance of any meeting, may appoint one or more
inspectors to act at the meeting or any person presiding at the meeting may, and
on the request of any shareholder,  shall,  appoint one or more  inspectors.  In
case any person  appointed  fails to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting,  or at the
meeting by the person presiding thereat. Each inspector, if any, before entering
upon the  discharge  of his duties,  shall take and such an oath  faithfully  to
execute the duties of inspector at such  meeting  with strict  impartiality  and
according to the best of his ability.  The  inspectors,  if any, shall determine
the number of shares  outstanding  and the voting  power of each,  the number of
shares  represented at the meeting,  the existence of a quorum, the validity and
effect of  proxies,  and shall  receive  votes,  ballots  or  consent,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes,  ballots or consents,  determine the result,
and do such acts as are proper to conduct the election or vote with  fairness to
all  shareholders.  On request of the person  presiding at the meeting or of any
shareholder,  the  inspectors  shall make a report in writing of any  challenge,
question  or matter  determined  by them and execute a  certificate  of any fact
found by them. Each inspector shall be entitled to reasonable  compensation  for
his services, to be paid by the corporation.

     Section  3.08.  Quorum.  At any meeting of  shareholders,  the holders of a
majority  of the  outstanding  shares  which may be voted on the  business to be
transacted at such  meeting,  represented  thereat in person or by proxy,  shall
constitute a Quorum. Any or all shareholders or their proxies may participate in
the annual or a special  meeting by or through the use of telephonic  conference
or any other  means of  communication  by which  all  shareholders  and  proxies
participating  may  simultaneously   hear  each  other  during  the  meeting.  A
shareholder or a proxy participating in a meeting by telephonic or similar means
shall be deemed to be  present  in person at the  meeting.  If a quorum  exists,
action on a matter (other than the election of  directors)  shall be approved if
the votes cast  favoring the action  exceed the votes cast  opposing the action,
unless the Act or the Articles of Incorporation provide otherwise.

     Section  3.09.  Action  without  Meeting.   Pursuant  to  Delaware  General
Corporation  Law  ss.  228,  action  required  or  permitted  to be  taken  at a
shareholders'  meeting may be taken  without a meeting if the action is taken by
all the  shareholders  entitled  to  vote  on the  action.  The  action  must be
evidenced  by one (1) or more  written  consents  describing  the action  taken,
signed by all of the shareholders  entitled to vote on the action, and delivered
to the  Corporation  for inclusion in the minutes or filing with the Corporation
records.
<PAGE>

                                    ARTICLE 4
                               Board of Directors

     Section 4.01. Duties and Number. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of its Board of Directors,  comprised of not less
than three (3) members.  The number of directors may be increased at any time to
a maximum of nine (9).

     Section 4.02. Election,  Term of Office and Qualification.  Directors shall
be elected at each  annual  meeting of the  shareholders  by the  holders of the
stock of the  Corporation  entitled by the  Articles of  Incorporation  to elect
directors.  Directors shall be elected for a term of one (1) year and shall hold
office  until their  respective  successors  are elected and  qualified.  Unless
otherwise  provided  in  the  Articles  of  Incorporation  of  the  Corporation,
directors  shall be  elected  by a  plurality  of the votes  cast by the  shares
entitled  to vote in the  election  at a meeting  at which  quorum  is  present.
Directors  need not to be  shareholders  of the  Corporation,  nor  residents of
either the State of Indiana or the State of  Delaware.  A decrease in the number
of directors at any time shall not shorten the term of any incumbent director.

     Section 4.03. Annual Meeting.  Unless otherwise  determined by the Chairman
of the Board of Directors, the President or the Board of Directors, the Board of
Directors  shall  meet each year  immediately  after the  annual  meeting of the
shareholders, at the place where such meeting of the shareholders has been held,
or at such other location as is provided in any notice of such meeting,  for the
purpose of organization,  election of officers,  and  consideration of any other
business  that may properly be brought  before the  meeting.  No notice shall be
required for the holding of this annual meeting.  If such meeting is not held as
above  provided,  the  election of officers may be held at any  subsequent  duly
constituted meeting of the Board of Directors.

     Section 4.04. Other Meetings. Regular meeting of the Board of Directors may
be held,  without  notice,  at such  time as may  from  time to time be fixed by
resolution  of the Board.  Special  meetings  of the Board of  Directors  may be
called by the President, or shall be called on the written request of any member
of the Board of Directors.  Notice of such special  meeting shall be sent by the
Secretary to each director at his or her residence or usual place of business by
letter or  telegram,  at such time that,  in regular  course,  such notice would
reach such place not later than during the second day immediately  preceding the
day for  such  meeting;  or may be  delivered  by the  Secretary  to a  director
personally  at any time during such second  preceding  day. A director may waive
any notice  required by the Act, the Articles of  Incorporation  or these Bylaws
before or after the date and time  stated in the  notice.  Except  for waiver by
attendance as provided herein below,  such waiver must be in writing,  signed by
the  director  entitled to the notice,  and filed with the minutes or  corporate
records.  By his attendance at or  participation  in a meeting a director waives
his right to object to the lack of notice of such meeting unless the director at
the beginning of the meeting (or promptly upon the director's  arrival)  objects
to holding  the  meeting or  transacting  business  at the  meeting and does not
thereafter vote for or assent to action taken at the meeting.  Such meetings may
be held at any place within or without the States of Delaware or Indiana, as may
be specified in the respective notices, or waivers of notice, thereof.

     Section 4.05.  Meeting by Telephone.  Any or all of the members of Board of
Directors  or of any  committee  designated  by the Board may  participate  in a
meeting  of the  Board or the  committee  by or  through  the use of  telephonic
conference   or  any  other  means  of   communication   by  which  all  persons
participating in the meeting can simultaneously  hear each other.  Participation
by  telephonic  or similar  means  shall  constitute  presence  in person at the
meeting.

     Section  4.06.  Quorum.  A majority  of the fixed  number of the  directors
prescribed by these Bylaws,  from time to time, shall be necessary to constitute
a quorum for the  transaction of any business  except the fillings of vacancies.
The act of the majority of  directors  present at a meeting at which a quorum is
present  shall be the act of the Board of Directors  unless the act of a greater
number is required by law, the Articles of Incorporation or these Bylaws.

     Section 4.07.  Action without Meeting.  Any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken without a meeting,  if a written  consent  thereto is signed by all
members of the Board of Directors or of such committee,  as the case may be, and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors or committee or with the corporate records.
<PAGE>

     Section 4.08.  Resignations.  Any director may resign at any time by giving
written notice to the Board of Directors,  the President or the Secretary.  Such
resignation  shall take  effect when the notice is  delivered  unless the notice
specifies a later effective date; and unless otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective.

     Section  4.09.  Removal.  Unless  the  Articles  of  Incorporation  provide
otherwise,  any director may be removed,  either with or without  cause,  by the
shareholders or the Board of Directors;  provided,  however, that a director may
be  removed  by the  shareholders  only at a meeting  of the  shareholders  and,
provided that there is a quorum present,  by the affirmative  vote of a majority
in number of shares of the  shareholders of record present in person or by proxy
and  entitled to vote for the election of  directors,  and only if notice of the
intention  to act upon such  matter  shall have been given in the notice of such
meeting. If the notice calling such meeting shall so provide, the vacancy caused
by such  removal  may be  filled at such  meeting  by vote of the  holders  of a
majority of the outstanding shares present and entitled to vote for the election
of directors;  provided further,  however, that a director may be removed by the
Board of  Directors  at which a quorum is present and by  affirmative  vote of a
majority of the directors, including the director whose removal is being sought,
if notice of the  intention to act upon such matter shall be given in the notice
of calling such meeting.

         Section 4.10. Vacancies. Any vacancy occurring in the Board of
Directors, caused by removal, resignation, death or other capacity, or increase
in the number of directors, may be filled by a majority vote of the remaining
members of the Board of Directors until the next annual meeting or special
meeting of the shareholders at which directors are elected. Shareholders shall
be notified of any increase in the number of directors and of any increase in
the number of directors and of the name, address, and principal occupation of
any director elected by the Board to fill any vacancy in the next mailing sent
to the shareholders following any such increase or election. If the vote of the
remaining members of the Board in filling any such vacancy shall result in a
tie, such vacancy shall be filled by vote of the Shareholders at a special
meeting called for that purpose.

     Section  4.11.  Compensation  of  Directors.  The  Board  of  Directors  is
empowered and authorized to fix and determine the  compensation of directors for
attendance  at  meetings  of the  Board  and  additional  compensation  for such
additional services any of such directors may perform.

                                    ARTICLE 5
                          Executive or Other Committee


     Section 5.01.  Designation  of Executive or Other  Committee.  The Board of
Directors  may,  by  resolution  adopted by a majority  of the actual  number of
Directors elected and qualified, from time to time, designate one (1) or more of
its number to constitute an executive or other committee. The Board of Directors
shall have the power at any time to increase  or decrease  the number of members
of the executive or other committee,  to fill vacancies  thereon,  to change any
member thereof, and to change the functions or terminate the existence thereof.
<PAGE>

     Section 5.02. Standing Committees. The Board of Directors shall appoint two
standing  committees  of the  corporation  (i) an  Audit  Committee  and  (ii) a
Compensation Committee .

     Section  5.03.  Powers of the  Executive  or Other  Committee.  During  the
intervals  between  meetings  of the Board of  Directors,  and  subject  to such
limitations  as  may  be  required  by law or by  resolution  of  the  Board  of
Directors,  the executive or other  committee shall have and may exercise all of
the  authority  of the Board of  Directors,  except that the  executive or other
committee shall not have authority to (i) authorize  distributions;  (ii) except
as otherwise  provided in the Act, amend the Articles of Incorporation or adopt,
amend or repeal the  Bylaws;  (iii)  approve a plan of merger or  consolidation;
(iv) fill vacancies on the Board of Directors or any of its  committees;  or (v)
authorize or approve the issuance or sale, or a contract for sale, of shares, or
determine the designation and relative rights,  preferences and limitations of a
class or  series of  shares,  except  the Board of  Directors  may  authorize  a
committee (or an executive officer of the Corporation designated by the Board of
Directors)  to take the  action  described  in this  Article  5,  within  limits
prescribed by the Board of Directors.

     Section  5.04.  Meetings;   Procedure;  Quorum.  Regular  meetings  of  the
officers, executive or other committee may be held, without notice, at such time
and place as may from time to time, be fixed by  resolutions  of the  committee.
Special meetings of the committee may be called at any time by any member of the
committee.  Notice of such a special meeting shall be sent to each member of the
committee  at his or her  residence  or usual  place of  business  by  letter or
telegram,  at such time that,  in regular  course,  such notice would arrive not
later than on the date immediately preceding the day for such meeting; or may be
delivered to a member  personally at any time during such immediately  preceding
day.  Notice  of any  such  meeting  need not to be  given  to any  member  of a
committee who has waived such notice, either in writing or by telegram, arriving
either before or after such  meeting,  or who shall be present at the meeting or
who executes a consent to action  consistent  with the Bylaws.  Any meeting of a
committee shall be a legal meeting, without notice thereof having been given, if
all the members of the committee  who have not waived notice  thereof in writing
or by telegram,  shall be present in person.  A majority of the committee,  from
time to time,  shall be necessary to constitute a quorum for the  transaction of
any business,  and the act of a majority of the members  present at a meeting at
which a quorum is present  shall be an act of the  committee.  The  members of a
committee shall act only as a committee,  and the individual  members shall have
no power as such.  All minutes of meetings of a committee  shall be submitted to
the next succeeding meeting of the Board of Directors for approval;  but failure
to submit the same or to receive the approval  thereof shall not  invalidate any
completed or incomplete  action taken by the Corporation  upon  authorization by
the  committee  prior to the time at which the same  shall  have  been,  or was,
submitted as above provided.

                                    ARTICLE 6
                                    Officers

     Section 6.01.  Number and  Qualifications.  The officers of the Corporation
may consist of a Chairman  and/or a Vice Chairman of the Board of  Directors,  a
President, one (1) or more Vice-Presidents, a Secretary, an Assistant Secretary,
a Treasurer,  who may also be designated Chief Financial Officer, and such other
officers  as may be chosen by the  Board of  Directors  at such time and in such
manner and for such terms as the Board of Directors may prescribe.  The Chairman
of the Board and the President shall be chosen from among the directors. Any two
(2) or more offices may be held by the same person.

     Section  6.02.  Election and Term of Office.  The officers  shall be chosen
annually by the Board of Directors.  Each officer shall hold office until his or
her successor is chosen and qualified, or until his or her death, or until he or
she shall have  resigned,  or shall have been removed in the manner  hereinafter
provided.

     Section  6.03.  Resignations.  Any officer may resign at any time by giving
written  notice to the Board of Directors,  its  Chairman,  the President or the
Secretary.  Such resignation shall take effect upon delivery unless a later time
is specified therein,  and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
<PAGE>

     Section 6.04.  Removal.  Any officer may be removed  either with or without
cause, at any time, by the Board of Directors.

     Section 6.05.  Vacancies.  Whenever any vacancies shall occur in any office
by  death,  resignation,  removal,  increase  in the  number of  offices  of the
Corporation,  or otherwise,  the same shall be filled by the Board of Directors,
and the officer so chosen shall hold office during the remainder of the term for
which his or her predecessor was chosen or as otherwise provided herein.

     Section 6.06. Chairman of the Board of Directors. The Chairman of the Board
of  Directors  shall  preside  at  all  meetings  of  the  Board  of  Directors,
stockholders  and the  executive  committee of the Board of  Directors,  if such
committee has been  designated.  The Chairman shall perform such other duties as
may be  prescribed,  from  time  to  time,  by the  Board  of  Directors  of the
Corporation.  He or she and the  President  shall  each  have the  authority  to
execute proxies in behalf of the  Corporation,  to vote stock owned by it in any
other  corporation  and to  appoint  it,  with  the  Secretary,  agents  for the
Corporation subject to the Act, the Articles of Incorporation and these Bylaws.

     Section  6.07.  President.  Subject to the general  control of the Board of
Directors,  the  President  shall  manage  and  supervise  all the  affairs  and
personnel of the  Corporation  and shall discharge all of the usual functions of
the chief  executive  officer of a corporation  and perform such other duties as
these Bylaws or the Board of Directors may prescribe. In the absence or upon the
incapacity  of the Chairman of the Board of Directors  of the  Corporation,  the
President of the Corporation shall, during such time, preside at meetings of the
Board of Directors, the Shareholders and the executive committee of the Board of
Directors,  if such  committee has been  designated,  and perform the duties and
possess the authority of the Chairman of the Board of  Directors.  The President
and the  Chairman of the Board of  Directors  shall each have full  authority to
execute proxies in behalf of the  Corporation,  and to vote stock owned by it in
any other corporation.

     Section  6.08.  Vice-Presidents.  Subject  to the  control  of the Board of
Directors,  the Vice-President  shall, in the absence of the President,  perform
all of the duties and functions of the President during such absence. Subject to
the  control of the  President,  the  Vice-President  of the  Corporation  shall
perform such duties and functions as the Board of Directors and/or the President
shall prescribe.

     Section 6.09.  Secretary.  The  Secretary  shall attend all meetings of the
shareholders  and of the Board of Directors,  and shall keep or cause to be kept
in a book provided for such purpose a true and complete record of proceedings of
such meetings,  and shall perform a like duty, when required, for all committees
appointed by the Board of  Directors.  He or she shall perform such other duties
as these Bylaws, the Board of Directors or the President may prescribe. He shall
give all notices the Board of Directors or President may prescribe  and, in case
of his or her absence,  negligence  or refusal to do so, any notice may be given
by a person so directed by the President or by the requisite number of directors
or  shareholders  upon whose  request the meeting is called as provided by these
Bylaws.

     Section  6.10.  Treasurer.  The  Treasurer  shall keep correct and complete
records of account,  showing accurately at all times the financial  condition of
the  Corporation.  He or she shall be the legal custodian of all monies,  notes,
securities  and  other  valuables,  which  may from  time to time  come into the
possession of the Corporation.  He or she shall immediately deposit all funds of
the  Corporation  coming  into his or her hands in some  reliable  bank or other
depository to be designated by the Board of Directors,  and shall keep such bank
account in the name of the  Corporation.  He or she shall furnish at meetings of
the Board of  Directors,  or whenever  requested,  a statement of the  financial
condition  of the  Corporation,  and shall  perform  such other  duties as these
Bylaws, the Board of Directors or the President may prescribe.
<PAGE>

     Section 6.11.  Assistant Officers.  The Board of Directors may from time to
time  designate  and elect  assistant  officers  who shall have such  powers and
duties  as the  officers  whom they are  elected  to assist  shall  specify  and
delegate to them, and such other powers and duties as these Bylaws, the Board of
Directors or the  chairman of the Board may  prescribe.  An Assistant  Secretary
may, in the absence or disability of the Secretary,  attest the execution of all
documents by the  Corporation  and further  perform the duties of Secretary  set
forth in Section 6.09.

     Section 6.12. Delegation of Authority. In case of the absence of any of the
officers  of the  Corporation,  or for any other  reason that the Board may deem
sufficient,  the Board may  delegate the powers or duties of such officer to any
other officer or to any director, for the time being.

     Section 6.13. Vice-Chairman of the Board of Directors. The Vice-Chairman of
the Board of  Directors  shall  preside,  in the absence of the  Chairman of the
Board  of  Directors,  at  all  meetings  of  directors  and  stockholders.  The
Vice-Chairman  of the Board of  Directors  shall not be deemed an officer of the
Corporation  for any  purpose  and  shall  not have  the  authority  to  execute
instruments on behalf of the Corporation.

                                    ARTICLE 7
                       Special Corporate Acts, Negotiable
                     Instruments, Deeds, Contracts and Stock

     Section 7.01.  Execution of  Negotiable  Instruments.  All checks,  drafts,
bills of exchange and orders for the payment of money of the Corporation  shall,
unless  otherwise  directed  by the  Board of  Directors,  or  unless  otherwise
required  by law,  be  signed by the  President.  The  Board of  Directors  may,
however, authorize any one or more of the Corporation's officers to sign checks,
drafts,  bill of exchange and orders for the payment of money by the Corporation
singly and without necessity of countersignature; and the Board of Directors may
designate  an employee or  employees  of the  Corporation,  in addition to those
named above,  who may, in the name of the Corporation,  execute checks,  drafts,
bills of exchange and orders for payment of money by the  Corporation  or in its
behalf.

     Section  7.02.  Execution  of Deeds,  Contracts,  and the Like.  All deeds,
notes,  bonds  and  mortgages  made by the  Corporation  and all  other  written
contracts and  agreements,  other than those executed in the ordinary  course of
corporate business,  to which the Corporation shall be a party shall be executed
in its name by any one or more of, the President,  Vice-President,  Secretary or
Treasurer  or by any other  officer  so  authorized  by the Board of  Directors,
acting by  resolution;  and the  Secretary,  when  necessary or required,  shall
attest the execution thereof.

     Section 7.03. Ordinary Contracts and Agreements.  All written contracts and
agreements into which the Corporation  enters in the ordinary course of business
operations  shall be executed by any officer of the  Corporation or by any other
employee or agent of the Corporation designated by an officer of the Corporation
to execute such contracts and agreements.

     Section 7.04.  Endorsement for  Certificates  for Shares.  Unless otherwise
directed  by  the  Board  of  Directors,  any  share  or  shares  issued  by any
corporation and owned by the  Corporation  (including  reacquired  shares of the
Corporation)  shall,  for  sale or  transfer,  be  endorsed  in the  name of the
Corporation by the President and such endorsement  shall be duly attested by the
Secretary.

     Section 7.05.  Voting of Shares Owned by a  Corporation.  Unless  otherwise
directed  by the Board of  Directors,  any  share or shares  issued by any other
corporation  and owned,  or  controlled by the  Corporation  may be voted at any
other  shareholders'  meeting  of  such  other  corporation  by  the  President,
Vice-President,  Secretary  or Treasurer of the  Corporation.  Whenever,  in the
judgment of the President,  it is appropriate  for the  Corporation to execute a
proxy or give a shareholder's consent with respect to any share or shares issued
by any other  corporation  and owned by the  Corporation,  such proxy or consent
shall  be  executed  in  the  name  of  the   Corporation   by  the   President,
Vice-President,  Secretary or the Treasurer. Any person or persons designated in
the manner  above stated as the proxy or proxies of the  Corporation  shall have
full right, power and authority to vote the share or shares issued by such other
corporation  and owned by the  Corporation  in the same  manner as such share or
shares might be voted by the Corporation.
<PAGE>

                                    ARTICLE 8
                    Indemnification of Officers and Directors

     Section 8.01. Indemnification.  The Corporation shall indemnify each member
of  the  Board  of  Directors,  each  incorporator,  and  each  officer  of  the
Corporation  against  all  liability  and  expenses  (including  legal  fees and
disbursements),  judgments,  fines,  penalties and amounts paid in settlement or
upon  execution of judgment,  that may be incurred on his or her behalf,  to the
fullest  extent now and  hereafter  permitted  by law,  in  connection  with any
threatened, pending or completed action, suit, proceeding,  including the appeal
thereof,  whether civil, criminal,  administrative or investigative,  brought or
threatened  to be  brought  against  him  or her  by  any  reason  of his or her
performance  as a  director  of  officer  of the  Corporation,  or in any  other
capacity on behalf of Corporation and shall continue as to an individual who has
ceased to be a director  of officer of the  Corporation,  and shall inure to the
benefit of the heirs,  executors,  administrators  and legal  representatives of
such individual.  The rights of indemnification provided for herein shall not be
deemed the exclusive  rights to which any director or officer of the Corporation
may be  entitled.  The  Corporation  may,  at the  discretion  of the  Board  of
Directors,  indemnify  and  advance  expenses  to an  employee  or  agent of the
Corporation, whether or not a director of an officer, to the same extent as to a
director or an officer.

     Section  8.02.  Expenses.  All  direct  expenses  incurred  by one or  more
individuals  entitled to be indemnified by the Corporation in defending any such
action,  suit or proceeding  shall be paid by the  Corporation on behalf of each
such  individual  as  such  expenses  are  incurred,  in  advance  of the  final
disposition of such action, suit or proceeding if:

     (a) the individual entitled to indemnification  furnished the Corporation a
written  affirmation of such individual's good faith belief that such individual
has met the standard of conduct required by law; and

     (b) the individual entitled to indemnification  furnished the Corporation a
written undertaking, executed personally or on the individual's behalf, to repay
the advance if it is ultimately  determined that the individual did not meet the
required standard of conduct; and

     (c) a  determination  is made that the facts then known to those making the
determination would not preclude indemnification under applicable law.

     Section 8.03.  Liability  Insurance.  The  Corporation  shall  purchase and
maintain,  on behalf of any  person  who is a  shareholder,  director,  officer,
employee or agent liability insurance to protect against claims,  against him or
her,  incurred by him or her in any such capacity,  or arising out of his or her
status as such whether or not the Corporation  would have the power to indemnify
him or her against such liability under law.

         Section 8.04. Effect of Indemnification Rights. The foregoing
provisions for indemnification shall be deemed to be a contract between the
Corporation and each person entitled to indemnification thereunder and no such
person's rights to indemnification shall be diminished or otherwise adversely
affected by any repeal, amendment or modification of the foregoing provisions
which occurs subsequent to such person becoming an officer, director, employee
or agent of the Corporation.


                                    ARTICLE 9
                                   Amendments

     The shareholders entitled to vote in the election of directors may amend or
repeal the By-Laws and may adopt new By-Laws. Except as otherwise require by law
or by the provisions of these By-Laws,  the Board of Directors may also amend or
repeal the By-Laws and adopt new  By-Laws,  but By-Laws  adopted by the Board of
Directors may be amended or repealed by the said shareholders.