BYLAWS OF
                            SALES ONLINE DIRECT, INC.
                     (hereinafter called the "Corporation")

                (AS AMENDED AND RESTATED THROUGH AUGUST 19, 1999)

                                    ARTICLE I
                                     OFFICES

                  Section 1. Office.  The registered  office of the  Corporation
shall be located in the Town of Lewes,  State of Delaware.  The principal office
of the Corporation is hereby fixed and located at 4 Brussels Street,  Worcester,
Massachussets 01610.

                  Section 2. Additional  Offices.  The Corporation may also have
offices and places of business at such other  places both within and without the
State of Delaware as the Board of Directors  may from time to time  determine or
the business of the Corporation may require.


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

                  SECTION  1.  Time  and  Place.   The  annual  meeting  of  the
shareholders  for  the  election  of  directors  and  all  special  meetings  of
shareholders  for that or for any  other  purpose  may be held at such  time and
place,  within or without the State of Massachusetts,  as may be fixed from time
to time by the Board of  Directors  and as shall be stated in the  notice of the
meeting, or in a duly executed waiver of notice thereof.

                  SECTION 2. Annual  Meeting.  Annual  meetings of  shareholders
shall be held on such date and at such time as shall be designated  from time to
time by the Board of Directors and stated in the notice of the meeting, at which
meeting the  shareholders  shall elect a Board of  Directors,  and transact such
other business as may properly be brought before the meeting.

                  SECTION 3.  Notice of Annual  Meeting.  Written  notice of the
annual  meeting  stating the place,  date and hour of the meeting shall be given
not less than 10 nor more than 60 days before the date of the  meeting,  to each
shareholder of record entitled to vote at such meeting.

                  SECTION  4.  Special   Meetings.   Special   meetings  of  the
shareholders,  for any  purpose or  purposes,  unless  otherwise  prescribed  by
statute or by the certificate of incorporation, may be called by the Chairman of
the Board or the  President,  and shall be called by the  Chairman of the Board,
President or the  Secretary at the request in writing of a majority of the Board
of  Directors,  or at the request in writing of  shareholders  owning at least a
majority  in amount of shares of the  Corporation  issued  and  outstanding  and
entitled to vote  thereat.  Such request  shall state the purpose or purposes of
the  proposed  meeting.  The  business  transacted  at any  special  meeting  of
shareholders shall be limited to the purposes stated in the notice.


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                  SECTION 5.  Notice of  Special  Meeting.  Written  notice of a
special  meeting  of  shareholders,  stating  the  place,  date  and hour of the
meeting,  the  purpose or  purposes  for which the  meeting  is  called,  unless
otherwise required by law, shall be given not less than 10 nor more than 60 days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting.

                  SECTION 6.  Voting  List.  The  officer  who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of shareholders,  a complete list of the shareholders  entitled to
vote at the meeting,  arranged in alphabetical order, and showing the address of
each  shareholder  and the  number  of  shares  registered  in the  name of each
shareholder.  Such list shall be open to the examination of any shareholder, 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  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  shareholder
who is present.

                  SECTION 7. Quorum.  Except as  otherwise  provided by law, the
Certificate of Incorporation or these By-laws,  the holders of a majority of the
shares of the  Corporation  issued and outstanding and entitled to vote thereat,
present  in person or  represented  by proxy,  shall be  necessary  to and shall
constitute  a quorum for the  transaction  of  business  at all  meetings of the
shareholders.  If,  however,  such quorum shall not be present or represented at
any meeting of the  shareholders,  the  shareholders  entitled  to vote  thereat
present in person or  represented  by proxy  shall have the power to adjourn the
meeting  from time to time until a quorum  shall be present or  represented.  At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned  meeting,  a notice
of the adjourned  meeting shall be given to each  shareholder of record entitled
to vote at the meeting.

                  SECTION 8. Voting.  Except as otherwise provided by law or the
Certificate of  Incorporation,  each  shareholder of record shall be entitled to
one vote for  every  share of  stock  standing  in his name on the  books of the
Corporation. 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  9.  Proxies.   Unless   otherwise   provided  in  the
Certificate of Incorporation,  every shareholder  having the right to vote shall
be  entitled  to vote in person or by proxy.  Every  proxy must be  executed  in
writing by the shareholder or by his  attorney-in-fact.  No proxy shall be valid
after the  expiration  of three  years from the date  thereof  unless  otherwise
provided in the proxy.  Every proxy shall be  revocable  at the  pleasure of the
shareholder  executing  it,  except in those  cases where an  irrevocable  proxy
permitted by law is given.

                  SECTION 10. Nature of Business at Meetings of Shareholders. No

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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 who is entitled to vote at
such annual  meeting and who complies  with the notice  procedures  set forth in
this Section 10.

         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 shall be made by written  request to the Secretary of the  Corporation to
be received  not less than  ninety  (90) days nor more than one  hundred  twenty
(120) 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  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;  and in the case of a special  meeting of  shareholders
called  for the  purpose  of  electing  directors,  not later  than the close of
business on the tenth (10th) day  following  the day on which notice of the date
of the  special  meeting  was  mailed  or public  disclosure  of the date of the
special 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 (i) 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,  (ii) the name and record  address of such  shareholder,
(iii)  the  class or  series  and  number  of  shares  of  capital  stock of the
Corporation which are owned beneficially or of record by such shareholder,  (iv)
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 (v) 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 10; provided,  however, that, once
business has been properly  brought before the annual meeting in accordance with
such  procedures,  nothing  in this  Section  10 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,  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 11. Action Without Meeting.  Unless otherwise provided
by the  Certificate  of  Incorporation,  any action  required to be taken at any

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

                  SECTION 12.  Inspectors.  The Board of Directors in advance of
any  shareholders'  meeting  may appoint  one or more  inspectors  to act at the
meeting or any  adjournment  thereof.  If inspectors  are not so appointed,  the
person  presiding  at a  shareholders'  meeting  may,  and on the request of any
shareholder entitled to vote thereat,  shall appoint one or more inspectors.  In
case any person  appointed as inspector  fails to appear or act, the vacancy may
be filled by the Board in advance of the meeting or at the meeting by the person
presiding  thereat.  Each  inspector,  before entering upon the discharge of his
duties,  shall  take  and  sign an oath to  execute  faithfully  the  duties  of
inspector at such meeting with strict  impartiality and according to the best of
his ability.  The duties of such  inspector(s)  shall include:  determining  the
number  of  shares  outstanding  and  the  voting  power  of  each;  the  shares
represented  at the  meeting;  the  existence  of a  quorum;  the  authenticity,
validity and effect of proxies;  receiving votes,  ballots or consents;  hearing
and  determining  all  challenges and questions in any way arising in connection
with  the  right  to vote;  counting  and  tabulating  all  votes  or  consents;
determining  the result;  and such acts as may be proper to conduct the election
or vote with fairness to all  shareholders.  In the event of any dispute between
or among the  inspectors,  the  determination  of the majority of the inspectors
shall be binding.  On request of the  Chairman of the  meeting,  the  inspectors
shall make a report in writing of any challenge, request or matter determined by
them and shall execute a  certificate  of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be shareholders.


                                   ARTICLE III
                            DIRECTORS AND COMMITTEES

                  SECTION 1. General.  The business of the Corporation  shall be
managed by or under the direction of its Board of Directors  (the "Board") which
may exercise all such powers of the  Corporation and do all such lawful acts and
things as are not by statute or by the certificate of  incorporation or by these
bylaws directed or required to be exercised or done by the shareholders.

                  SECTION  2.  Number.   The  number  of  directors  that  shall
constitute the entire Board shall be not less than three nor more than twelve as
shall be fixed from time to time by the Board or by vote of the  shareholders of
the  Corporation  and shall be subject to increase by resolution of the Board or
by  vote  of  the  shareholders  of  the  Corporation.  Directors  need  not  be
shareholders of the Corporation or residents of the State of Delaware. Until the
first annual meeting of  shareholders  or until  successors are duly elected and
qualify, the Board shall consist of the persons named as such in the certificate
of incorporation.

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                  SECTION 3. Election; Tenure. Directors shall be elected at the
annual  meeting of the  shareholders,  except as  provided  in Section 4 of this
Article III; and each director  shall be elected to serve for a term of one year
and until his successor has been elected and has qualified.

                  SECTION 4. Vacancies.  Newly created  directorships  resulting
from an increase in the Board and all  vacancies  occurring  in the Board may be
filled by a majority of the  directors  then in office though less than a quorum
of the Board.  A director  elected  to fill a vacancy  shall be elected  for the
unexpired  portion of the term of his predecessor in office.  A director elected
to fill a newly  created  directorship  shall  serve  until the next  succeeding
annual meeting of  shareholders  and until his successor shall have been elected
and qualified.

                  SECTION 5.  Nomination  of  Directors.  Only  persons  who are
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,  or at
any  special  meeting  of  shareholders  called  for  the  purpose  of  electing
directors,  (i) by or at the  direction of the Board of  Directors  (or any duly
authorized  committee  thereof) or (ii) by any  shareholder  of the  Corporation
entitled to vote for the election of directors at the meeting who complies  with
the notice procedures set forth in this Section 5. Such nominations,  other than
those made by or at the direction of the Board, shall be made by written request
to the  Secretary  of the  Corporation  to be received not less than ninety (90)
days nor more than one hundred twenty (120) 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 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;  and in the case of a
special  meeting of shareholders  called for the purpose of electing  directors,
not later than the close of business on the tenth (10th) day  following  the day
on  which  notice  of the date of the  special  meeting  was  mailed  or  public
disclosure of the date of the special meeting was made, whichever first occurs.

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

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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 a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 5. If the Chairman of the meeting  determines  that a nomination was not
made in accordance with the foregoing procedures,  the Chairman shall declare to
the meeting that the  nomination  was  defective and such  defective  nomination
shall be disregarded.

                  SECTION 6. Resignation and Removal of Directors.  Any director
may resign at any time by giving notice to the Corporation. Any such resignation
shall take effect at the time specified  therein or, if no time is so specified,
upon its receipt by the  Corporation.  Any  director of the  Corporation  may be
removed either with or without cause at any time by the vote of the holders of a
majority of the stock entitled to vote at an election of directors.

                  SECTION  7.  Books.  The  Board  may  keep  the  books  of the
Corporation,  except such as are  required by law to be kept within the State of
Delaware, outside the State of Delaware at such place or places as they may from
time to time determine.

                  SECTION 8.  Compensation.  Unless otherwise  restricted by the
Certificate  of  Incorporation  or  these  By-Laws,  the  Board  shall  have the
authority to fix the compensation of directors.  The directors may be paid their
expenses,  if any, of  attendance at each meeting of the Board and may be paid a
fixed sum for  attendance  at each  meeting  of the Board or a stated  salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                  SECTION  9.  Committees.   The  Board  of  Directors  may,  by
resolution or resolutions passed by a majority of the whole board, designate one
or more committees, each committee to consist of two or more of the directors of
the  corporation.  The Board 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
or such committee or committees,  the member or members  thereof  present at any
such  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 of any such absent or  disqualified
member.

         Any such  committee,  to the extent  provided in the  resolution of the
Board of  Directors,  or in these  By-Laws,  shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee  shall have
the  power  of  authority  in   reference   to  amending  the   Certificate   of

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Incorporation, adopting an agreement of merger or consolidation, recommending to
the shareholders the sale, lease or exchange of all or substantially  all of the
Corporation's   property  and  assets,   recommending  to  the   shareholders  a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-Laws of the  Corporation;  and unless the resolution,  these By-Laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.


                                   ARTICLE IV
                       MEETINGS OF THE BOARD OF DIRECTORS

                   SECTION 1. Place.  The Board of Directors of the  Corporation
may hold meetings,  both regular and special, either within or without the State
of Delaware.

                  SECTION  2.  First  Meeting.  The first  meeting of each newly
elected  Board  shall  be held  immediately  following  the  annual  meeting  of
shareholders  at which such Board is elected,  and no notice of such  meeting to
the newly  elected  directors  shall be necessary in order legally to constitute
the meeting, provided a quorum shall be present.

                   SECTION 3. Regular  Meetings.  Regular  meetings of the Board
may be held with or without notice,  and at such time and at such place as shall
from time to time be determined by the Board.

                  SECTION 4. Special Meetings. Special meetings of the Board may
be called by the Chairman of the Board,  or if there be none, the President,  on
24 hours' notice to each director,  either personally or by mail, or by telegram
or by facsimile;  special  meetings shall be called by the Chairman of the Board
or  Secretary  in like manner and on like  notice on the  written  request of at
least two of the directors then in office.

                  SECTION  5.  Quorum.  At  all  meetings  of the  Board  or any
committee  thereof, a majority of the entire Board or committee shall constitute
a quorum for the  transaction  of  business,  and the vote of a majority  of the
directors  present at the time of the vote if a quorum is  present  shall be the
act of the Board or committee, except as otherwise specifically provided by law.
If a quorum  shall not be present at any  meeting of the Board or any  committee
thereof, the directors present thereat may adjourn the meeting from time to time
until a quorum  shall be present,  and no further  notice  thereof need be given
other than by announcement at the meeting which shall so be adjourned.

                   SECTION  6.  Use of  Conference  Telephone.  Any  one or more
members of the Board or any committee  thereof may participate in any meeting of
such  Board  or  committee  by  means  of  a  conference  telephone  or  similar
communications  equipment  allowing all persons  participating in the meeting to
hear each other at the same time.  Participation  by such means shall constitute
presence in person at a meeting.

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                  SECTION  7.  Consents  in Lieu of  Meeting.  Unless  otherwise
restricted by the  Certificate of  Incorporation  or these  By-Laws,  any action
required  or  permitted  to be  taken  at any  meeting  of the  Board  or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of proceedings of the Board or committee.


                                    ARTICLE V
                                    OFFICERS

                  SECTION 1. Executive Offices.  The officers of the Corporation
shall be a President, a Vice President, a Secretary and a Treasurer, all of whom
shall be elected by the Board of Directors and who shall hold office until their
successors are duly elected and qualified,  , or until their earlier resignation
or removal.  The Board may also elect a Chairman of the Board of  Directors  and
one or more additional Vice  Presidents,  Assistant  Secretaries,  and Assistant
Treasurers  as it shall deem proper.  Any two or more offices may be held by the
same person except as provided by statute,  the Certificate of  Incorporation or
these ByLaws.

                  SECTION 2. Other  Officers and Agents.  The Board of Directors
may appoint such other officers and agents as it may deem  advisable,  who shall
hold their  offices  for such terms and shall  exercise  such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

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

                  SECTION 4. The  President.  The  President  shall be the chief
executive  officer of the Corporation  shall have general and active  management
and  control  of the  business  and  affairs of the  Corporation  subject to the
control of the Board and shall see that all orders and  resolutions of the Board
and the  Shareholders  are carried into effect.  In the absence or disability of
the Chairman of the Board,  the President  shall perform the duties and exercise
the powers of the Chairman of the Board. Except as the Board shall authorize the
execution  thereof in some other manner,  he shall 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  Assistant
Secretary or an Assistant Treasurer. The President shall also perform such other
duties and may  exercise  such other powers as may from time to time be assigned
to such officer by the Board.

                  SECTION 5. Vice Presidents. The Vice President or, if there be
more than one, the Executive Vice President and then the Vice  Presidents in the

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order of their seniority or in any other order  determined by the Board,  shall,
in the absence or disability of the  President,  perform the duties and exercise
the  powers of the  President,  and shall  generally  assist the  President  and
perform such other duties as the Board may prescribe from time to time.

                  SECTION  6. The  Secretary.  The  Secretary  shall  attend all
meetings of the Board and all meetings of the  shareholders and record all votes
and the  minutes of all  proceedings  in a book to be kept for that  purpose and
shall perform like duties for the standing  committees  when required.  He shall
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board,  and shall  perform  such other duties as may be
prescribed by the Board or the President,  under whose supervision he shall act.
He shall keep in safe custody the seal of the  Corporation  and when  authorized
affix the same to any  instrument  requiring it, any when so affixed it shall be
attested by his  signature or by the  signature of the Treasurer or an Assistant
Secretary or Assistant Treasurer.  He shall keep in safe custody the certificate
books and  shareholders'  records  and such other books and records as the Board
may  direct  and  shall  perform  all other  duties  incident  to the  office of
Secretary.

                  SECTION 7. The Assistant  Secretary.  The Assistant Secretary,
or if there be more than one, the Assistant  Secretaries in the order determined
by the Board (or if there be no such  determination,  then in the order of their
election)  shall,  in the  absence  of the  secretary  or in  the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
secretary  and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

                  SECTION 8. The  Treasurer.  The Treasurer  shall have the care
and  custody  of the  corporate  funds and  other  valuable  effects,  including
securities,   and  shall  keep  full  and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  Corporation in
such  depositories  as may be  designated  by the  Board.  The  Treasurer  shall
disburse  the funds of the  Corporation  as may be ordered by the Board,  taking
proper  vouchers for such  disbursements,  and shall render to the President and
directors,  whenever they may require it, an account of all his  transactions as
Treasurer and of the financial condition of the Corporation.  If required by the
Board,  the Treasurer  shall give the  Corporation a bond for such term, in such
sum and with such surety or sureties as shall be  satisfactory  to the Board for
the faithful  performance of the duties of his office and for the restoration to
the Corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

                  SECTION 9. Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant  Treasurers in the order  determined
by the Board (or if there be no such  determination,  then in the order of their
election)  shall,  in the  absence  of the  treasurer  or in  the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
secretary  and shall perform such other duties and have such other powers as the
Board may from time to time prescribe.

                                     - 9 -

<PAGE>

                                   ARTICLE VI
                               SHARE CERTIFICATES

                  SECTION 1. Form; Signature. The certificates for shares of the
Corporation  shall be in such form as shall be determined by the Board and shall
be numbered  consecutively  and entered in the books of the  Corporation as they
are issued.  Each certificate shall exhibit the registered holder's name and the
number and class of shares,  and shall be signed by the  Chairman,  if  elected,
President  and the  Treasurer or an Assistant  Treasurer or the  Secretary or an
Assistant Secretary, and shall bear the seal of the Corporation,  or a facsimile
thereof.  Where any such  certificate is  countersigned  by a transfer agent, or
registered by a registrar,  the signature of any such officer may be a facsimile
signature.  In case any officer  who signed,  or whose  facsimile  signature  or
signatures  were  placed on any such  certificate  shall have  ceased to be such
officer before such certificate is issued,  it may nevertheless be issued by the
Corporation  with the same  effect  as if he were  such  officer  at the date of
issue.

                  SECTION 2.  Uncertificated  Shares.  The Corporation may issue
stock in the form of uncertificated  shares.  Within a reasonable time after the
issuance of  uncertificated  stock, the Corporation shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on certificates  pursuant to Sections 151, 156, 202(a) or 218(a)
of the General  Corporation  Law of Delaware or a statement that the Corporation
will  furnish  without  charge to each  shareholder  who so requests the powers,
designations,  preferences and relative  participating,  option or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preference and/or rights.

                  SECTION  3.  Series  of  Stock.  If the  Corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class,  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  shall  be set  forth  in full or  summarized  on the face or back of the
certificate,  provided that, except as otherwise  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  shareholder  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.

                  SECTION 4. Lost Certificates. The Board may direct a new share
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate to be lost or destroyed.  When  authorizing  such issue of a new
certificate or certificates, the Board may, in its discretion and as a condition
precedent to the issuance  thereof,  require the owner of such lost or destroyed
certificate or certificates or his legal representative, to give the Corporation
a bond in such sum as it may direct as  indemnity  against any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost or destroyed.

                                     - 10 -

<PAGE>


                  SECTION  5.  Transfer  of  Shares.   Upon   surrender  to  the
Corporation or any transfer agent of the Corporation of a certificate for shares
duly endorsed or  accompanied by proper  evidence of  succession,  assignment or
authority to transfer,  it shall be the duty of the Corporation or such transfer
agent to issue a new certificate to the person entitled thereto,  cancel the old
certificate  and record the transaction  upon its books.  Upon receipt of proper
transfer  instructions from the registered owner of  uncertificated  shares such
uncertificated  shares  shall  be  cancelled  and  issuance  of  new  equivalent
uncertificated  shares  or  certificated  shares  shall  be made  to the  person
entitled  thereto and the  transaction  shall be recorded  upon the books of the
Corporation.

                  SECTION  6.  Registered  Shareholders.   Except  as  otherwise
provided 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 liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or legal claim to or
interest in such share or shares on the part of any other person.

                  SECTION 7.  Record  Date.  In order that the  corporation  may
determine  the  shareholders  entitled to notice of or to vote at any meeting of
shareholders  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 date,  which  shall not be more than sixty nor less than
ten days before the date of such meeting,  nor more than sixty days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting  of  shareholders  shall  apply to any  adjournment  of the
meeting;  provided,  however,  that the Board of Directors  may fix a new record
date for the adjournment meeting.


                                   ARTICLE VII
                                 INDEMNIFICATION

                  SECTION 1. Indemnification.  The Ccorporation shall indemnify,
to the full extent that it shall have power under applicable law to do so and in
a manner permitted by such law, any person made or threatened to be made a party
to any threatened,  pending, or completed action,  suit, or proceeding,  whether
civil, criminal, administrative, or investigative (hereinafter, a "Proceeding"),
by reason of the fact that such  person is or was a  director  or officer of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director or officer of another corporation,  partnership,  joint venture, trust,
or other enterprise.  The Corporation may indemnify,  to the full extent that it
shall have power under applicable law to do so and in a manner permitted by such
law, any person made or threatened to be made party to any Proceeding, by reason
of the fact that such person is or was an employee or agent of the  Corporation,
or is or was serving at the request of the  Corporation  as an employee or agent
of another corporation, partnership, joint venture, trust, or other enterprise.

                  SECTION 2. Advancement of Expenses. With respect to any person
made or threatened to be made a party to any threatened,  pending,  or completed

                                     - 11 -

<PAGE>

Proceeding,  by  reason of the fact that  such  person is or was a  director  or
officer of the Corporation,  the Corporation  shall pay the expenses  (including
attorneys'  fees)  incurred by such person in defending  any such  Proceeding in
advance of its final  disposition  (hereinafter  an  "advancement of expenses");
provided,  however,  that the payment of expenses  (including  attorneys'  fees)
incurred by such person in advance of the final  disposition of such  Proceeding
shall be made only upon receipt of an undertaking (hereinafter an "undertaking")
by such  person  to  repay  all  amounts  advanced  if it  shall  ultimately  be
determined  by final  judicial  decision from which there is no further right to
appeal (hereinafter a "final  adjudication") that such person is not entitled to
be  indemnified  for such  expenses  under this  Article VII or  otherwise;  and
further  provided  that with  respect  to a  Proceeding  initiated  against  the
Corporation  by a director  or officer of the  Corporation  (including  a person
serving at the  request of the  Corporation  as a director  or officer  shall be
entitled  under this  Section to the payment of expenses  (including  attorneys'
fees)  incurred  by such  person in  defending  any  counterclaim,  cross-claim,
affirmative  defense,  or like claim of the  Corporation in connection with such
Proceeding in advance of the final  disposition of such  proceeding only if such
proceeding  was  authorized by the Board of Directors of the  Corporation.  With
respect to any person made or threatened  to be made a party to any  Proceeding,
by reason of the fact that  such  person is or was an  employee  or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise,  the Corporation may, in its discretion and
upon such terms and conditions,  if any, as the Corporation  deems  appropriate,
pay the expense (including attorneys' fees) incurred by such person in defending
any such Proceeding in advance of its final disposition.

                  SECTION  3.  Claims.  With  respect  to  any  person  made  or
threatened to be made a party to any Proceeding, by reason of the fact that such
person is or was a director or officer of the Corporation,  or is or was serving
at  the  request  of  the  Corporation  as a  director  or  officer  of  another
corporation,  partnership, joint venture, trust, or other enterprise, the rights
to  indemnification  and to the advancement of expenses  conferred in Sections 1
and 2 of this Article VII shall be contract  rights.  If a claim under Section 1
or 2 of this  Article VII with respect to such rights is not paid in full by the
Corporation  within sixty days after a written  demand has been  received by the
Corporation,  except in the case of a claim for an advancement of expenses by an
officer or  director of the  Corporation,  in which case the  applicable  period
shall be twenty days, the person  seeking to enforce a right to  indemnification
or an advancement of expenses  hereunder may at any time  thereafter  bring suit
against the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
person  seeking  to  enforce a right to  indemnification  or an  advancement  of
expenses  hereunder or the person from whom the Corporation  seeks to recover an
advancement  of  expenses  shall  also  be  entitled  to be  paid  the  expenses
(including  attorneys'  fees) of prosecuting or defending such suit. In any suit
brought by a person seeking to enforce a right to indemnification hereunder (but
not in a suit brought by a person  seeking to enforce a right to an  advancement
of expenses  hereunder) it shall be a defense that the person seeking to enforce
a  right  to   indemnification   has  not  met  any   applicable   standard  for
indemnification  under applicable law. In any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
Corporation shall be entitled to recover such expenses upon a final adjudication
that the person from whom the  Corporation  seeks to recover an  advancement  of

                                     - 12 -

<PAGE>


expenses  has  not  met  any  applicable  standard  for  indemnification   under
applicable  law. With respect to any suit brought by a person seeking to enforce
a right to  indemnification  hereunder  (including any suit seeking to enforce a
right to the  advancement  of  expenses  hereunder)  or any suit  brought by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking, neither the failure of the Corporation to have made a determination
prior to commencement of such suit that indemnification of such person is proper
in the  circumstances  because such person has met the  applicable  standards of
conduct under  applicable  law, nor an actual  determination  by the Corporation
that such person has not met such applicable standards of conduct,  shall create
a presumption  that such person has not met the applicable  standards of conduct
or,  in  a  case  brought  by  such  person   seeking  to  enforce  a  right  to
indemnification  or to an  advancement  of  expenses or the person from whom the
Corporation  seeks to recover an  advancement  of expenses is not entitled to be
indemnified,  or to such an advancement  of expenses,  under this Article VII or
otherwise shall be on the Corporation.

                  SECTION  4.  Non-Exclusive  Rights.  The  indemnification  and
advancement  of  expenses  provided  in this  Article  VII  shall  not be deemed
exclusive  of any other rights to which any person  indemnified  may be entitled
under any bylaw, agreement,  vote of shareholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be such director,  officer, employee, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such person.

                  SECTION  5.  Insurance.   The  Corporation  may  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee, or agent of the Corporation, or is or was serving at the request of
the  Corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership, joint venture, trust, or other enterprise against any
liability  asserted  against such person and incurred by such person in any such
capacity,  or arising out of such  person's  status as such,  whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article VIII or otherwise.

                                     - 13 -

<PAGE>


                                  ARTICLE VIII
                               GENERAL PROVISIONS

                  SECTION 1. Dividends.  Subject to any applicable provisions of
the Certificate of Incorporation,  dividends upon the outstanding  shares of the
Corporation  may be  declared  by the Board at any  regular or special  meeting,
pursuant to the provisions of the General  Corporation Law of Delaware,  and may
be paid in cash, in property or in shares of the Corporation.

                  SECTION 2. Reserves. Before payment of any dividend, there may
be set aside out of any funds of the  Corporation  available for dividends  such
sum or sums as the Board from time to time, in its absolute  discretion,  thinks
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other  purposes as the Board shall think  conducive  to the interest of
the  Corporation,  and the Board may modify or abolish  any such  reserve in the
manner in which it was created.

                  SECTION 3.  Annual  Statement.  The board of  directors  shall
present at each annual meeting,  and at any special meeting of the  shareholders
when called for by vote of the  shareholders,  a full and clear statement of the
business and condition of the Corporation.

                  SECTION 4. Check; Other Instruments. All checks or demands for
money and notes or other  instrument  evidencing  indebtedness or obligations of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board may from time to time designate.

                   SECTION 5. Fiscal  Year.  The fiscal year of the  Corporation
shall be fixed by resolution of
the Board.

                  SECTION  6. Seal.  The  corporate  seal  shall have  inscribed
thereon the name of the Corporation,  the year of its organization and the words
"Corporate  Seal  Delaware".  The seal may be used by causing it or a  facsimile
thereof to be impressed or affixed or otherwise reproduced.

                  SECTION 7. Notice and Waiver of Notice.  Notices to  directors
and  shareholders  shall be in writing,  stating the place,  day and hour of the
meeting  and, in the case of a special  meeting,  the  purposes or purposes  for
which  the  meeting  is  called,  and may be given  personally,  by mail,  or by
transmitting such notice with confirmed delivery  (including,  by telex,  cable,
facsimile,  or other form of recorded  communication)  to his residence or usual
place of  business.  Notice by mail shall be deemed to be given at the time when
the same  shall  be  deposited  in the  United  States  mail,  postage  prepaid,
addressed to  directors  or  shareholders  at their  addresses  appearing on the
records of the Corporation.

                  Whenever a notice is required to be given by any statute,  the
Certificate  of  Incorporation  or these  By-Laws,  a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein,  shall be deemed equivalent to such notice.  Attendance

                                     - 14 -

<PAGE>

by any director at a meeting of the Board or any committee,  for which notice is
required,  or attendance by any  shareholder  at a meeting of  shareholders,  in
person or by proxy,  shall  constitute  a waiver of notice by such  director  or
shareholder.


                                   ARTICLE IX
                                   AMENDMENTS

                  SECTION  1.  Power to Amend.  These  By-Laws  may be  altered,
amended or repealed or new By-Laws may be adopted by the  shareholders or by the
Board of Directors,  provided however, that notice of the proposed alteration or
repeal  of By-Law  or  By-Laws  to be made be  contained  in the  notice of such
meeting  of  shareholders  or Board of  Directors,  as the case may be. All such
amendments  must be  approved  by either a  majority  of the  shares  issued and
outstanding  and  entitled  to vote  thereat,  or by the  affirmative  vote of a
majority of the Board of Directors.