BY-LAWS OF THE REGISTRANT



                                                                   EXHIBIT 3.2
<PAGE>   1






AMENDED AND RESTATED BY LAWS OF HAND BRAND DISTRIBUTION, INC.


ARTICLE I IDENTIFICATION

SECTION 1.01. NAME. The name of the Corporation is HAND BRAND DISTRIBUTION, INC.

SECTION 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The name and address of the
registered agent and office of the Corporation in the State of Florida shall be
the registered office named in the Articles of Incorporation of the Corporation
or such other office (which need not be a place of business of the Corporation)
as may be designated from time to time by the Board of Directors in the manner
provided by law.

SECTION 1.03. OTHER OFFICES. The principal business office of the Corporation
shall be established by the Board of Directors and branch or subordinate offices
may be established by the Board of Directors.

SECTION 1.04. SEAL. The seal of the Corporation, if any, will be circular in
form and mounted upon a metal die, suitable for impressing the same upon paper.
The use of the seal is not necessary on any corporate document and its use or
non-use shall not in any way affect the legality of the document.

SECTION 1.05. FISCAL YEAR. The fiscal year of the Corporation will be determined
by, resolution of the Board of Directors.





<PAGE>   2

ARTICLE II CAPITAL STOCK

SECTION 2.01. CONSIDERATION FOR SHARES. The capital stock may be issued for such
consideration, expressed in dollars, as shall be fixed from time to time by the
Board of Directors. Treasury shares may be disposed of by the Corporation for
such consideration expressed in dollars as may be fixed from time to time by the
Board of Directors.

SECTION 2.02. CERTIFICATES REPRESENTING SHARES. Each holder of the capital stock
of the Corporation is entitled to a certificate in such form as may be required
by applicable law signed by the Chairman of the Board, President, Chief
Executive Officer, Chief Operating Officer or a Vice President, and the
Secretary (or an Assistant Secretary), certifying the number of shares owned by
the shareholder in the Corporation. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any certificate or certificates shall cease to be an officer or officers of the
Corporation, whether because of death, resignation or otherwise, before the
certificate or certificates shall have been delivered by the Corporation, the
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed the
certificate or certificates, or whose facsimile signature or signatures shall
have been used thereon, had not ceased to be an officer or officers of the
Corporation.

SECTION 2.03. TRANSFER OF STOCK. Transfers of stock shall be made only upon the
transfer books of the Corporation kept in an office of the Corporation or by
transfer agents designated to transfer shares of the stock of the Corporation.

SECTION 2.04. REGULATIONS. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the Board
of Directors may establish.

SECTION 2.05. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint
one or more transfer agent and one or more registrar with respect to the
certificates representing shares of stock of the Corporation.

SECTION 2.06. LOST OR DESTROYED CERTIFICATES. The Corporation may issue a new
certificate for stock of the Corporation in place of any certificate theretofore
issued by it, alleged to have been lost or destroyed, and the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate
or his, her or its legal representative, to give the Corporation a bond in such
form and amount as the Board of Directors may direct, and with such surety or
sureties as may be satisfactory to the Board of Directors, to indemnify the
Corporation and its transfer agent(s) and/or registrar(s), if any, against any
claims that may be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new certificate may be issued
without requiring any bond when, in the judgment of the Board of Directors, it
is proper to do so.

ARTICLE III SHAREHOLDERS

SECTION 3.01. PLACE OF SHAREHOLDER MEETINGS. Meetings of the shareholders of the
Corporation shall be held at the principal executive offices of the Corporation,
or at such other place as may be designated by the Chairman of the Board,
President, Chief Executive Officer or the Board of Directors.

SECTION 3.02. ANNUAL SHAREHOLDER MEETINGS. The annual meeting of the
shareholders shall be held on such date and at such time as the Board of
Directors shall fix for the purposes of electing directors and transacting such
other business as may properly be brought before the meeting.

SECTION 3.03. SPECIAL SHAREHOLDER MEETINGS. Subject to the Corporation's
Articles of Incorporation, special shareholders' meetings may be called by the
Board of Directors, and shall be held on such date and at such time as shall be
fixed by resolution. Written notice of a special meeting of shareholders stating
the time and place and object thereof, shall be given to each shareholder
entitled to vote at such meeting not




<PAGE>   3

less then ten (10) days nor more than sixty (60) days before such meeting,
unless a greater period of notice is required by applicable law.

SECTION 3.04. BUSINESS AT MEETINGS OF SHAREHOLDERS. Except as otherwise provided
by law (including, but not limited to, Rule 14a-8 under the Securities Exchange
Act of1934, as amended, or any successor provision thereto) or in these Bylaws,
the business that shall be conducted at any meeting of the shareholders shall
(a) have been specified in the written notice of the meeting (or any supplement
thereto) given by the Corporation, (b) be brought before the meeting at the
direction of the Board of Directors or the presiding officer of the meeting or
(c) have been specified in a written notice given to the Secretary of the
Corporation by or on behalf of any shareholder who shall have been a shareholder
of record on the record date for such meeting and who shall continue to be
entitled to vote thereat (the "Shareholders Notice"), in accordance with all of
the following requirements:

(a) Each Shareholder Notice must be delivered to, or be mailed and received at,
the principal executive offices of the corporation:

      (i) in the case of an annual meeting that is called for a date that is
      within thirty (30) days before or after the anniversary date of the
      immediately preceding annual meeting of shareholders, not less than sixty
      (60) days nor more than ninety (90) days prior to such anniversary date;
      and

      (ii) in the case of an annual meeting that is called for a date that is
      not within thirty (30) days before or after the anniversary date of the
      immediately preceding annual meeting, not later than the close of business
      on the tenth (10th) day following the day on which notice of the date of
      the meeting was mailed or public disclosure of the date of the meeting was
      made, whichever occurs first; and

(b) Each such Shareholder Notice must set forth each of the following:

      (i) the name and address of the shareholder who intends to bring the
      business before the meeting;

      (ii) the general nature of the business that he or she seeks to bring
      before the meeting; and

      (iii) a representation that the shareholder is a holder of record of the
      stock of the Corporation entitled to vote at such meeting and intends to
      appear in person or by proxy at the meeting to bring the business
      specified in the notice before the meeting.

The presiding officer of the meeting may, in his or her sole discretion, refuse
to acknowledge any business proposed by a shareholder not made in compliance
with the foregoing procedure.

SECTION 3.05. NOTICE OF SHAREHOLDER MEETINGS. Written notice stating the place,
day and hour of a shareholders' meeting must be delivered not less than ten (10)
days, nor more than sixty (60) days before the date of the meeting, either
personally, or by mail or by other means of written communication, charges
prepaid, by or at the direction of the Chairman of the Board, President, Chief
Executive Officer, Chief Operating Officer, Secretary or the officer or
person(s) calling the meeting, to each registered shareholder entitled to vote
at the meeting. If mailed, the notice shall be considered to be delivered when
deposited in the United States mail addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
Corporation, with postage prepaid. If a shareholder gives no address, notice
shall be deemed to have been given to the shareholder if sent by mail or other
written communication addressed to the place where the Corporation's registered
office is located, or if published at least once in a newspaper of general
circulation in the county in which the Corporation's registered office is
located. Waiver by a shareholder in writing of notice of a meeting is equivalent
to giving notice. Attendance by a shareholder, without objection to the notice,
whether in person or by proxy, at a meeting is a waiver of notice of the
meeting.

SECTION 3.06. SHAREHOLDER QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, is a quorum at a shareholders'meeting, unless
or except to the extent that the presence of a larger




<PAGE>   4

number may be required by law. Where separate vote by a class or classes is
required, a majority of the shares of such class or classes present in person or
represented by proxy shall constitute a quorum entitled to take action with
respect to that vote on that matter. The shareholders present at a duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum present.

SECTION 3.07. ADJOURNED SHAREHOLDER MEETINGS. Any shareholders' meeting, whether
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which are
either present in person or represented by proxy, but in the absence of a
quorum, no other business may be transacted at any shareholders' meeting. when
any shareholders' meeting, either annual or special, is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting. As to any adjournment of less than thirty (30) days, it
shall not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted, other than by announcement at the
meeting at which the adjournment is taken.

SECTION 3.08. ENTRY OF NOTICE. An entry in the minutes of any meeting of
shareholders, whether annual or special, to the effect that notice has been duly
given shall be conclusive and incontrovertible evidence that due notice of the
meeting was given to all shareholders as required by law and by these Bylaws.

SECTION 3.09. VOTING. Except as otherwise provided by law, only persons in whose
names shares entitled to vote stand on the stock registry of the Corporation on
the day prior to any shareholders' meeting, or, if a record date for voting
purposes is fixed as provided in Section 6.01 below, then on that record date,
shall be entitled to vote at the meeting. Voting shall be by ballot, each of
which shall state the shareholders name or proxy voting and such other
information as may be required under the procedure established for the meeting.
The Corporation may, and to the extent required by law shall, in advance of any
meeting of shareholders, appoint one or more inspectors to act at the meeting
and make written report thereof. Each vote taken by ballot shall be counted by
an inspector or inspectors appointed by the chairperson of the meeting. Except
as otherwise provided by law or by an express provision in the Corporation's
Articles of Incorporation, or in any directors' resolution for a series of
Preferred Stock, each fall share is entitled to one (I) vote and, when a quorum
is present at the commencement of any shareholders' meeting, the vote of the
holders of a majority of the shares entitled to vote present, in person or by
proxy, shall decide any question brought before the shareholders' meeting.
Fractional shares shall not be entitled to any voting rights whatsoever.

SECTION 3.10. CONSENT OF ABSENTEES. The transactions of any shareholders'
meeting, either annual or special and however called and noticed, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present, either in person or by proxy, and if, either before or after
the meeting, each of the shareholders entitled to vote not present in person or
by proxy, signs a written waiver of notice or a consent to the holding of the
meeting, or an approval of the minutes thereof, all such waivers, consents or
approvals shall be filed with the Secretary or be made a part of the minutes of
the meeting.


SECTION 3.11. ACTION WITHOUT MEETING. Subject to the Corporation's Articles of
Incorporation, any action that, under applicable provisions of law, may be taken
or ratified at a meeting of the shareholders, may be taken or ratified without a
meeting if authorized in writing by shareholders holding all of the voting
power. In no instance where action is taken by written consent need a meeting of
the shareholders be called or noticed. The Board of Directors may fix a record
date to determine the shareholders entitled to sign the written consent. If no
record date has been fixed by the Board of Directors, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting, shall be the earliest date that a shareholder signed the
written consent. All written consents shall be filed with the minutes of the
proceeding of the shareholders.


Section 3.12. Proxies. Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by the person or by the person's duly authorized agent
and filed with the Secretary of the Corporation;





<PAGE>   5

provided, however, that no proxy shall be valid after the expiration of eleven
(11 ) months from the date of its execution unless the shareholder executing it
specified therein the length of time for which the proxy is to continue in
force, which in no event shall exceed seven (7) years from the date of its
execution.

Section 3.13. Definition of Shareholder. As used in these Bylaws, the term "
shareholder", and any term of like import, shall include all persons entitled to
vote the shares held by a shareholder, unless the context in which the term is
used indicates that a different meaning is intended.

ARTICLE IV
BOARD OF DIRECTORS


Section 4.01. Number; Term; Election. The number of directors shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exists any vacancies in previously authorized directorships at the
time any such resolution is presented to the Board for adoption) but the number
shall be not less than three (3) nor more than seven (7). In the case of any
vacancy on the Board of Directors, including a vacancy created by an increase in
the number of directors, the vacancy shall be filled by election of the Board of
Directors with the director so elected to serve for the remainder of the term of
the director being replaced or, in the case of an additional director, until
directors are again elected and qualified for office. All directors shall
continue in office until the election and qualification of their respective
successors in office. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. Election of directors
need not be by written ballot unless these Bylaws so provide.



Section 4.02. Nominations. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors at the annual meeting, by or at
the direction of the Board of Directors, may be made by any Nominating Committee
or person appointed by the Board of Directors; nominations may also be made 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 4.02. Such nomination, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive office of the
Corporation addressed to the attention of the Secretary of the Corporation not
less than thirty-five (35) days prior to the meeting or the date the
shareholders are first solicited for their consents as the case may be;
provided, however, that in the case of an annual meeting and in the event that
less than fifty (50) days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received no later than the earlier of (a) the close of business on
the tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first occurs,
or (b) two (2) days prior to the date of the meeting.



<PAGE>   6

Such shareholder's notice to the Secretary shall set forth

(a) as to each person who the shareholder proposes to nominate for election or
reelection as a director, each of the following:

      (i)   the name, age, business address and residence address of the person;

      (ii)  it the principal occupation or employment of the person;

      (iii) the class and number of shares of capital stock of the Corporation
            that are beneficially owned by the person;

      (iv)  a statement as to the person's citizenship; and

      (v)   any other information relating to the person that is required to be
            disclosed in solicitations for proxies for election of directors
            pursuant to Section 14 of the Securities Exchange Act of 1934, as
            amended, and the Rules and Regulations promulgated thereunder; and

(b) as to the shareholder giving the notice, each of the following:

      (i)   the name and record address of the shareholder giving the notice;

      (ii)  it the name and record address of the shareholder; and

      (iii) the class, series and number of shares of capital stock of the
            Corporation that are beneficially owned by the shareholder.

The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein.

In connection with any annual meeting, the Chairman of the Board, the President,
the Chief Executive Officer or such officer presiding at the meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure and that the defective
nomination shall be disregarded.


Section 4.03. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors, though
less than a quorum of the Board of Directors was present, or by the sole
remaining director. A Director elected to fill a vacancy shall be elected for
the unexpired term of the director's predecessor in office. A vacancy or
vacancies in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any director, or if the authorized number of
directors is increased, or if the shareholders fail at any annual



<PAGE>   7

or special meeting of shareholders at which any director or directors are
elected to elect the fill authorized number of directors to be voted for at that
meeting, or if a vacancy is declared by the Board of Directors for any reason
permitted by law. The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the Board of Directors. If the
Board of Directors accepts the resignation of a director tendered to take effect
at a future time, the Board of Directors shall have power to elect a successor
to take office when the resignation is to become effective. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of the director's term of office.

Section 4.04. Annual Meetings. Immediately after the annual meeting of the
shareholders, at the same place as the meeting of the shareholders, or such
other place as may be provided in a notice thereof, the Board of Directors shall
meet each year for the purpose of organization, election of officers and
consideration of any other business that is properly brought before the meeting.
No notice of any kind to either old or new members of the Board of Directors for
this annual meeting shall be necessary unless the meeting is to be held at a
place other than the place of the annual meeting of the shareholders, in which
case notice of the place of the meeting shall be given as provided in section
4,06 below,

Section 4.05. Regular Meetings. Regular meetings of the Board of Directors shall
be held at the times and places within or without the State of Nevada as may be
designated from time to time by resolution of the Board of Directors or by
written consent of all members of the Board of Directors. No notice of any kind
to members of the Board of Directors for these regular meetings shall be
necessary unless the meeting is to be held at a place other than the principal
executive office of the Corporation, in which case notice of the place of the
meeting shall be given as provided in section 4.06 below

Section 4.06. Other Meetings. Other meetings of the Board of Directors for any
purpose or purposes may be held at any time upon call by the Chairman of the
Board, or, if the above-listed individual is absent or unable or refuses to act,
by any two (2) directors. The other meetings may be held at any place within or
without the State of Nevada as may be designated from time to time by resolution
of the Board of Directors or by written consent of all directors. Written notice
of the time and place of other meetings shall be delivered personally to each
director or sent to each director by mail or other form of written communication
(including but not limited to notice by facsimile or other means of visual data
transmission) charges prepaid, addressed to the director at the director's
address as shown upon the records of the Corporation or, if it is not so shown
on the Corporation's records or is not readily ascertainable, at the place in
which the meetings of the directors are regularly held. In case the notice is
mailed, faxed, or telegraphed, it shall be deposited in the United States mail
or delivered to the courier or telegraph company in the place in which the
principal executive office of the Corporation is located at least one business
day prior to the time of the meeting. In case the notice is delivered personally
as above provided, it shall be so delivered at least eight (8) hours prior to
the time of the holding of the meeting. The mailing, faxing, telegraphing or
delivery as above-provided shall constitute due, legal and personal notice to
the director.

Section 4.07. Notice of Adjourned Meetings. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place is fixed at the meeting that is adjourned

Section 4.08. Entry of Notice. An entry in the minutes of any special meeting of
the Board of Directors to the effect that notice has been duly given shall be
conclusive and incontrovertible evidence that due notice of the special meeting
was given to all directors as required by law and by these By laws.

Section 4.09. Waiver of Notice. The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present, and if either before or after the meeting, each





<PAGE>   8

of the directors not present signs a Petition waiver of notice or a consent to
the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

Section 4.10. Quorum. A majority of the established number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a greater
number or different vote is required by the Corporation's Articles of
Incorporation, these Bylaws or applicable law.

Section 4.ll. Participation in Meetings by Telephone. Members of the Board of
Directors, or of any committee thereof ( may participate in any meeting of the
Board of Directors or committee by means of telephone conference or similar
communications by which all persons participating in the meeting can hear each
other and such participation shall constitute presence in person at such
meeting.

Section 4.12. Adjournment. A quorum of the directors may adjourn any directors'
meeting to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any directors'
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors.

Section 4.13. Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors under the Corporation's Articles of
Incorporation, these Bylaws or under applicable law, may be taken without a
meeting if all members of the Board of Directors shall individually or
collectively consent, in writing, before or after the action, to the action. Any
action by written consent shall have the sane force and effect as a unanimous
vote of all directors. All written consents must be filed with the Secretary of
the Corporation.

Section 4,14. Fees and Compensation. The Board of Directors shall have the
authority to fix the compensation, if any, of Directors for their services as
Directors or as members of committees. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee or otherwise, and receiving compensation
therefor.


Section 4.15. Limitation of Liability. To the fullest extent permitted by the
Florida Business Corporations Act, as the sane now exists or may hereafter be
amended, or other applicable law, a director shall have no personal liability to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. Any amendment to or repeal of this Section 4.15 shall not
adversely affect any right or protection of a director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

Section 4.16. Indemnification; Advancement of Expenses. The Corporation shall
indemnify the officers and directors of the Corporation to the fullest extent
permitted by the Florida Business Corporations Act as the same now exists or may
hereafter be amended. In the event that the Florida Business Corporations Act is
amended after the filing of the Corporation's Articles of Incorporation with the
Florida Secretary of State's Office so as to authorize corporate action further
eliminating or limiting the personal liability of an officer or director, then
the liability of an officer or director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Florida Business Corporations
Act as so amended. The Corporation shall pay the expenses incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such officer or director to repay such amount if it should by ultimately
determined that he or she is not entitled to be indemnified by the Corporation
as authorized by the Florida Business Corporations Act. Any amendment to or
repeal of any of the provisions in this Section 4.16 shall not adversely affect
any fight or protection of an officer or



<PAGE>   9

director of the Corporation for or with respect to any act or omission of such
director occurring prior to such amendment or repeal.


Section 4.17. Indemnification of Employees and Agents. The Corporation may, to
the extent authorized from time to time by the Board of Directors, grant rights
to indemnification and to the advancement of expenses to any employee or agent
of the Corporation to the fullest extent permitted by the provisions of Section
4.16 of these Bylaws and Article VII of the Corporation's Articles of
incorporation,


Section 4.18. Powers of Directors. The Board of Directors may, except as
otherwise provided or required by law, exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.

Section 4.19. Committees. The Board of Directors, by resolution passed by a
majority of the directors, may from time to time designate committees of the
Board of Directors, including, without limitation, Executive, Nomination, Audit
and Compensation Committees with such lawfully delegable powers and duties as
the Board of Directors may confer, to serve at the pleasure of the Board of
Directors and shall, for those committees and any other provided herein, elect
one or more directors to serve on each such committee. Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, each
committee may fix its own rules of procedure and shall hold its meetings as
provided by such rules.

Section 4.20. Audit Committee. The Board of Directors shall, by resolution
passed by a majority of the directors, create an Audit Committee. The majority
of the members of the Audit Committee shall be independent directors. The Audit
Committee shall conduct appropriate reviews of all related party transactions,
review situations and transactions that may pose a potential or actual conflict
of interest and perform such other responsibilities as the Board of Directors
may direct by resolution.

ARTICLE V
OFFICERS

Section 5.01. Officers. The Officers of the Corporation shall be a Chairman of
the Board, Chief Executive Officer, President, Chief Operating Officer, Chief
financial Officer, Treasurer and Secretary, as determined by the Board or as
otherwise required by statute. The Corporation may also have, at the discretion
of the Board of Directors, one or more Executive Vice Presidents and Vice
Presidents, one or more Assistant Treasurers, one or more Assistance Secretaries
and such other Officers as may be designated from time to time by the Board of
Directors. Any number of offices may be held by the sane person, except to the
extent limited by law. The officers shall be elected by the Board of Directors
and shall hold office at the pleasure of the Board of Directors, subject to any
powers of removal set forth as set forth in Section 5.04 hereof. Officers, other
than the Chairman of the Board, need not be directors.

Section 5.02. Election. The officers of the Corporation, except those officers
as may be appointed in accordance with the provisions of Section 5.03 or Section
5.05 hereof, shall be elected annually by the Board of Directors, and each shall
hold office until the officer shall resign or shall be removed or otherwise
disqualified to serve, or the officer's successor shall be elected and
qualified; provided, however, that officers may be elected at any time by the
Board of Directors, or, as permitted by Section 5.03 hereof, appointed by the
Chairman of the Board, for the purpose of initially filling an office or filling
a newly-created or vacant office. Section 5.03. Subordinate Officers. The Board
of Directors may elect, and may empower the Chairman of the Board or the Chief
Executive Officer to appoint, such other officers as the business of the
Corporation may require, each of whom shall hold office for the term, have the
authority and perform the duties as are provided in these Bylaws or as the Board
of Directors may from time to time determine.



<PAGE>   10

Section 5.04. Removal and Resignation. Any officer may, subject to any
contractual arrangements between the officer and the Corporation, be removed,
either with or without cause, by a majority of the directors in office at the
time, at any regular or special meeting of the Board of Directors, or, unless
otherwise specified by the Board of Directors, by the Chairman of the Board or
any other officer upon whom a general or special power of removal may be
conferred by the Board of Directors. Any officer may resign at any time by
giving written notice to the Board of Directors or to the Chairman of the Board,
the Chief Executive Officer, the Chief Operating Officer, the President or to
the Secretary of the Corporation. Any resignation shall take effect at the date
of the receipt of the notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to that office.

Section 5.06. Chairman of the Board. The Chairman of the Board, if there be such
an officer, shall, if present, preside at and conduct all meetings of the Board
of Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him or her by the Board of Directors or prescribed
by these Bylaws. If there is not a Chief Executive Officer, the Chairman of the
Board shall, in addition, be the Chief Executive Officer of the Corporation and
shall have the powers and duties prescribed in Section 5.07 hereof. In the
absence of the Chairman of the Board at any meeting of the Board of Directors,
the President shall preside at and conduct all such meetings of the Board of
Directors.

Section 5.07. Chief Executive Officer. Subject to the control of the Board of
Directors and the Chairman of the Board, the Chief Executive Officer shall have
the general supervision, direction and control of the business and affairs of
the Corporation. In the absence of the Chairman of the Board, or if there be
none, the Chief Executive Officer shall preside at all meetings of the Board of
Directors and the shareholders. Except as expressly stated otherwise in these
Bylaws, the Chief Executive Officer shall be ex officio a member of all standing
committees of the Board of Directors, including the Executive Committee, if any.
The Chief Executive Officer shall have all the powers and shall perform all of
the duties that are ordinarily inherent in the office of Chief Executive Officer
of a corporation, and he or she shall have such inner powers and shall perform
such further duties as may be prescribed for him or her by the Board of
Directors.

Section 5.08. President. In the absence or disability of the Chief Executive
Officer, or if there be none, the President shall perform all of the duties of
the Chief Executive Officer, and when so acting shall have all of the powers of
and be subject to all of the restrictions upon the Chief Executive Officer. In
the absence or disability of the Chief Operating Officer, the President shall
also be the Chief Operating Officer with such duties as the Board of Directors
may from time to time prescribe. The President shall have such other duties as
from time to time may be prescribed for him or her by the Board of Directors.

Section 5.09. Chief Operating Officer. In the absence or disability of the
President, or if there be none, the Chief Operating Officer shall have all of
the powers of the President. The Chief Operating Officer shall be responsible
for daily office operations, shareholder relations, and such other or additional
duties as the Board of Directors may from time to time prescribe.

Section 5.10. Executive Vice Presidents. The Vice Presidents in order of their
rank as fixed by the Board of Directors, or if not ranked, the Executive Vice
President or Vice President designated by the Board of Directors, shall perform
all the duties of the Chief Operating Officer in the absence of the Chief
Operating Officer, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the Chief Operating Officer. The Executive
Vice Presidents or Vice Presidents shall have such other powers and perform such
other duties as may be prescribed for them, respectively, by the Board of
Directors, the President, the Chief Operating Officer, and any officer(s), if
arty, who are senior to the President or by these Bylaws.



<PAGE>   11

Section 5.ll. secretariat. The Secretary shall keep or cause to be kept, at the
registered office, the principal business office or such other place as the
Board of Directors may order, a book of minutes of all meetings of the directors
and shareholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice thereof given, the names of
those present at directors' meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof The Secretary
shall be responsible for authenticating records of the Corporation.

The Secretary shall keep or cause to be kept, in any form permitted by law, at
the registered office, the principal business office or at the office of the
Corporation's transfer agent, a stock register, or a duplicate stock register,
revised at least annually, showing the names of the shareholders and their
residence addresses and the number and classes of shares held by each
shareholder. If the share register or a duplicate share register is located at a
place other than the registered office of the Corporation, the Secretary shall
file a certificate with the resident agent located at the registered office
setting out the name of the custodian of the stock ledger or a duplicate stock
ledger, and the present and complete post office address, including street and
number, if any, where such stock ledger or duplicate stock ledger is kept.

The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors and written consents in lieu thereof
required by these Bylaws or by law to be given, and shall keep the seal of the
Corporation, if any, in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or by these
Bylaws.

After fixing a record date for a meeting, the Secretary shall prepare an
alphabetical list of the names of all of the Corporation's shareholders who are
entitled to notice of a shareholders' meeting, which list shall be arranged by
voting group and class of stock, if applicable, and show the address and number
of shares held by each shareholder. The list must be available for inspection by
any shareholder, for any purpose germane to the meeting, beginning ten (10)
business days before the meeting and shall continue to be available throughout
the meeting at the place indicated in the meeting notice in the city where the
meeting is held.

Section 5.12. Assistant Secretaries. It shall be the duty of the Assistant
Secretaries, if any, to assist the Secretary in the performance of his or her
duties and generally to perform such other duties as may be delegated to them by
the Board of Directors.

Section 5.13. Chief Financial Officer. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books and
records of account of the Corporation. He or she shall receive and deposit all
moneys and other valuable belongings of the Corporation in the name and to the
credit of the Corporation and shall disburse the same and only in such manner as
the Board of Directors or the appropriate officer of the Corporation may from
time to time determine, shall render to the Board of Directors, the Chairman of
the Board, the Chief Executive Officer and the Chief Operating Officer, whenever
any of them may request it, an account of all his or her transactions as Chief
Financial Officer and of the financial condition of the Corporation, and shall
perform such additional duties as the Board of Directors or the Chairman of the
Board may require.

Section 5.14. Treasurer. The Treasurer shall have such duties as may be
specified by the Chief Financial Officer to assist the Chief Financial Officer
in the performance of his or her duties.

Section 5.15. Assistant Treasurer. It shall be the duty of the Assistant
Treasurers, if any, to assist the Treasurer in the performance of his or her
duties and generally to perform such other duties as may be delegated to them by
the Board of Directors.

Section 5.16. Corporate Bank Accounts. Bank accounts in the name of the
Corporation


<PAGE>   12

may be opened without the approval of the Board of Directors if opened with the
consent of both the Chief Executive Officer and the Chief Financial Officer. The
Chief Financial Officer shall inform the Board of Directors of any bank account
opened by the Chief Executive Officer and Chief Financial Officer pursuant to
the authority granted in this Section 5.16 at the next meeting of the Board of
Directors.

Section 5.17. Transfers of Authority. In case of the absence of any officer of
the Corporation, or for any reason that the Board of Directors may consider
sufficient, the Board of Directors may transfer the powers or duties of that
officer to any other officer or to any director or employee of the Corporation,
provided a majority of the Board of Directors concurs.

ARTICLE VI
MISCELLANEOUS

Section 6.01. Record Date and Closing Stock Books. The Board of Directors may
fix a time in the future, as a record date for the determination of the
shareholders entitled to notice of and to vote at any meeting of shareholders,
or entitled to receive any dividend or distribution, or any allotment of rights,
or to exercise rights in respect to any change, conversion or exchange of
shares. The record date so fixed shall not be more than sixty (60) days prior to
the date of the meeting or event for the purposes of which it is fixed. when a
record date is so fixed, only shareholders of record on that date shall be
entitled to notice of and to vote at the meeting, or to receive the dividend,
distribution or allotment of rights, or to exercise the fights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date. The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any part of the
sixty (60) day period.

Section 6.02. Stock List. A list of all shareholders entitled to vote at any
meeting of the shareholders, arranged in alphabetical order by voting group and
class of stock, if applicable, and showing the address of each such shareholder
and the number of shares registered in his or her name, shall be open to the
examination of any such shareholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) business days
before the meeting at the place appointed in the notice of the meeting, or if
not so specified, at the Corporation's primary place of business, which list
shall continue to be available throughout the meeting at the place indicated in
the meeting notice in the city where the meeting is held.

Section 6.03. Checks, Drafts, etc. All checks, drafts, bonds, bills of exchange
or other Orders for payment of money, notes or other evidences of indebtedness
issued in the name of or payable to the Corporation shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.

Section 6.04. Contracts, etc.; How Executed. The Board of Directors, except as
in these Bylaws otherwise provided, may authorize any officer(s) or agent(s) to
enter into any contract or execute any instrument or document in the name of and
on behalf of the Corporation, and the authority may be general or confined to
specific instances. Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts, promissory notes and
other evidences of indebtedness, deeds of trust, mortgages and certificates for
shares of stock owned by the Corporation shall be executed, signed or endorsed
by the Chief Executive Officer, President (or any Vice President) and by the
Secretary (or any Assistant Secretary) or the Treasurer (or any Assistant
Treasurer). The Board of Directors may, however, authorize any one ( I ) of
these officers to sign any of such instruments, for and on behalf of the
Corporation, without necessity of countersignature; may designate officers or
employees of the Corporation, other than those named above, who may, in the none
of the Corporation, sign such instruments; and may authorize the use of
facsimile signatures for any of such persons. No officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit to render it liable for any purpose or to any
amount except as specifically authorized in these Bylaws or by the Board of
Directors in accordance with these Bylaws.



<PAGE>   13


Section 6.05. Representation of Shares. The Chairman of the Board, the Chief
Executive Officer, the Chief Operating Officer or the President (or any Vice
President) and the Secretary (or any Assistant Secretary) of the Corporation are
authorized to vote, represent and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted to these
officers to vote or represent on behalf of the Corporation any and all shares
held by the Corporation in any other corporation or corporations may be
exercised either by these officers in person or by any persons authorized so to
do by proxy or power of attorney duly executed by said officers.


Section 6.06. Inspection of Bylaws. The Corporation shall keep in its registered
office for the transaction of business the original or a copy of these Bylaws as
amended or otherwise altered to date, certified by the Secretary, which shall be
open to inspection by the shareholders at all reasonable times during office
hours.

ARTICLE VII
AMENDMENTS

Section 7.01. Power of Shareholders. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Corporation, unless a
greater number is required by law, by the Corporation's Articles of
Incorporation or by these Bylaws.

Section 7.02. Power of Directors. Subject to the right of the shareholders as
provided in Section 7.01 hereof to adopt, amend or repeal Bylaws, Bylaws for the
Corporation may be adopted, amended or repealed by the Board of Directors.