EXHIBIT 3.1.2

                                     BYLAWS

                                       OF

                                Q.E.P. CO., INC.


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                                TABLE OF CONTENTS

                                                                        Page

ARTICLE I - Registered Office and Registered Agent.........................1

ARTICLE II - Shareholders' Meetings........................................1
         Section 1.  Annual Meetings.......................................1
         Section 2.  Special Meetings......................................1
         Section 3.  Notice of Meetings....................................1
         Section 4.  Waiver of Notice......................................2
         Section 5.  Quorum and Adjourned Meetings.........................2
         Section 6.  Proxies...............................................2
         Section 7.  Voting Record.........................................2
         Section 8.  Voting of Shares......................................2
         Section 9.  Closing of Transfer Books.............................2
         Section 10. Action Without a Meeting..............................3
         Section 11. Telephone Meetings....................................3
         Section 12. Director Nominations..................................3
         Section 13. New Business..........................................5

ARTICLE III - Directors....................................................6
         Section 1.  General Powers........................................6
         Section 2.  Number................................................6
         Section 3.  Tenure and Qualification..............................6
         Section 4.  Election..............................................6
         Section 5.  Vacancies.............................................6
         Section 6.  Resignation...........................................6
         Section 7.  Removal of Directors..................................7
         Section 8.  Meetings..............................................7
         Section 9.  Quorum and Voting.....................................7
         Section 10. Action Without a Meeting..............................7
         Section 11. Telephone Meetings....................................8
         Section 12. Committees of the Board...............................8
         Section 13. Compensation..........................................8
         Section 14. Presumption of Assent.................................8

ARTICLE IV - Officers......................................................8
         Section 1.  Officers Designated...................................8
         Section 2.  Elections, Qualification and Term of Office...........9
         Section 3.  Powers and Duties.....................................9
         Section 4.  Other Officers and Agents............................10
         Section 5.  Removal..............................................10
         Section 6.  Salaries.............................................10

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ARTICLE V - Share Certificates............................................10
         Section 1.  Share Certificates...................................10
         Section 2.  Consideration for Shares.............................10
         Section 3.  Transfers............................................10
         Section 4.  Loss or Destruction of Certificate...................11

ARTICLE VI - Books and Records............................................11
         Section 1.  Books of Accounts, Minutes, and Share Register.......11
         Section 2.  Copies of Resolutions................................11
         Section 3.  Books of Account.....................................11
         Section 4.  Examination of Records...............................11

ARTICLE VII - Corporate Seal..............................................11

ARTICLE VIII - Loans......................................................12

ARTICLE IX - Amendment of Bylaws..........................................12
         Section 1.  By the Shareholders..................................12
         Section 2.  By the Board of Directors............................12

ARTICLE X - Fiscal Year...................................................12

ARTICLE XI - Rules of Order...............................................12


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                                     BYLAWS
                                       OF
                                Q.E.P. CO., INC.
                          (as amended through 5/16/97)



                                    ARTICLE I
                     REGISTERED OFFICE AND REGISTERED AGENT

         The registered office of the corporation shall be located in the State
of Delaware at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office. Any change in the registered agent or registered office shall be
effective upon filing such change with the office of the Secretary of the State
of Delaware.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

         SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of
this corporation for the purpose of election of directors and for such other
business as may come before it shall be held at the principal office of the
corporation or at such other place within the United States as may be designated
by the Board of Directors on the second Wednesday in August of each and every
year, at 10:00 a.m., or on such other day and time as may be specified by the
Board of Directors.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes may be called at any time by the Board of Directors to
be held at such time and place as the Board of Directors may prescribe. Except
as may be otherwise provided under Delaware law, shareholders of the
corporation, acting in their capacity as such, shall not have the right to call
a special meeting of shareholders.

         SECTION 3. NOTICE OF MEETINGS. Written notice of annual or special
meetings of shareholders stating the place, day, and hour of the meeting, and in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given by the Secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting. Such
notice shall be given not less than ten (or in the case of a merger or sale of
the Company's assets, the minimum number of days specified by Delaware law), nor
more than 60 days prior to the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.


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         SECTION 4. WAIVER OF NOTICE. Except where expressly prohibited by law
or the Certificate of Incorporation, notice of the day, place, hour and purpose
or purposes of any shareholders' meeting may be waived in writing by any
shareholder at any time, either before or after the meeting, and attendance at
the meeting in person or by proxy shall constitute a waiver of such notice of
the meeting unless such person in attendance asserts, if prior to commencement
of such meeting, in writing to the Secretary, or if at the commencement of such
meeting, publicly to the Chairman, that proper notice was not given.

         SECTION 5. QUORUM AND ADJOURNED MEETINGS. A majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. A majority of the
shares represented at a meeting, even if less than a quorum, may adjourn the
meeting from time to time without further notice. At such reconvened 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 notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

         SECTION 6. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution,unless otherwise provided in the
proxy. Revocation of a proxy shall not be effective until written notice thereof
has been received by the Secretary of the corporation.

         SECTION 7. VOTING RECORD. At least ten days before each meeting of
shareholders, a complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by each shareholder, which
record shall be available for inspection by any shareholder at a place within
the city in which the meeting is being held for a period of ten (10) days prior
to such meeting. The record shall be kept open at the time and place of such
meeting for the inspection of any shareholder.

         SECTION 8. VOTING OF SHARES. Except as otherwise provided by Delaware
law, the Certificate of Incorporation or these Bylaws, every shareholder of
record shall have the right at every shareholders' meeting to one vote for every
share standing in his name on the books of the corporation. In each meeting at
which a quorum is present, the affirmative vote of a majority of the shares
represented at such meeting and entitled to vote there at shall be necessary for
the adoption of a motion or for the determination of all questions and business
which shall come before the meeting.

         SECTION 9. CLOSING OF TRANSFER BOOKS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment thereof, or 

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entitled to receive payment of any dividend, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period not to exceed
60 days nor less than ten days preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a record date
for any such determination of shareholders, such date to be not more than 60
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination is to
occur. In the absence of fixing any such record date for determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 9, such determination shall apply to any adjournment
thereof.

         SECTION 10. ACTION WITHOUT A MEETING. The shareholders may take any
action which they could properly take at a meeting without a meeting if a
consent in writing, setting forth the action so taken, is signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same effect as a unanimous vote.

         SECTION 11. TELEPHONE MEETINGS. Shareholders may participate in a
meeting of shareholders by means of a conference telephone or similar
communications equipment by which all persons participating in the meeting can
constitute presence in person at a meeting.

         SECTION 12. DIRECTOR NOMINATION. Nominations of candidates for election
as directors at any meeting of shareholders may be made (i) by, or at the
direction of, a majority of the Board of Directors or (ii) by any shareholder
entitled to vote at such a meeting. Only persons nominated in accordance with
the procedures set forth in this Section 12 shall be eligible for election as
directors at such a meeting.

         Nominations, 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 as set forth in this Section 12. To be timely a
shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the corporation not less than sixty (60) days nor
more than 90 days prior to the date of a scheduled shareholders' meeting,
regardless of postponements, deferrals, or adjournments of the meeting to a
later date; provided, however, that if less than 70 days' notice or prior public
disclosure of the schedule date of such a meeting is given or made, notice by
the shareholder to be timely must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled meeting was mailed or the day on which
such public disclosure was made. Such shareholder's notice shall set forth: (a)
as to each person whom the shareholder proposes to nominate for election or
re-election as a director and as to the shareholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and 

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number of shares of stock of the corporation which are beneficially owned by
such person on the date of such shareholder notice and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors
pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as
amended, including, but not limited to, information required to be disclosed by
Item 4(b) and Item 6 of Schedule 14A; and (b) as to the shareholder giving the
notice (i) the name and address as they appear on the corporation's books, of
such shareholder and any other shareholders known by such shareholder to be
supporting such nominees and (ii) the class and number of shares of stock of the
corporation which are beneficially owned by such shareholder on the date of such
shareholder notice and by any other shareholders known by such shareholder to be
supporting such nominees on the date of such shareholder notice. At the request
of the Board of Directors, any person nominated by, or at the direction of, the
Board of Directors for election as a director at a meeting of the shareholders
shall furnish to the Secretary of the corporation that information required to
be set forth in a notice of shareholder's meeting which pertains to the nominee.

         No person shall be elected as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 12.
Ballots bearing the names of all the persons who have been nominated for
election as directors at a meeting of the shareholders in accordance with the
procedures set forth in the Section 12 shall be provided for use at the meeting.

         The Board of Directors may reject any nomination by a shareholder not
timely made in accordance with the requirements of this Section 12. If the Board
of Directors, or a designated committee thereof, determines that the information
provided in a shareholder's notice does not satisfy the informational
requirements of this Section 12 in any material respect, the Secretary of the
corporation shall promptly notify such shareholder of the deficiency in the
notice. The shareholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within such period of time,
not to exceed five days from the date such deficiency notice is given to the
shareholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee reasonably determines that the additional
information provided by the shareholder, together with information previously
provided, does not satisfy the requirements of this Section 12 in any material
respect, then the Board of Directors may reject such shareholder's nomination.
The Secretary of the corporation shall notify a shareholder in writing whether
his nomination has been made in accordance with the time and information
requirements of this Section 12. Notwithstanding the procedure set forth in this
Section 12, if neither the Board of Directors nor such committee makes a
determination as to the validity of any nominations by a shareholder, the
presiding officer of the meeting of the shareholders shall determine and declare
at the meeting whether a nomination was made in accordance with the terms of
this Section 12. If the presiding officer determines that a nomination was made
in accordance with the terms of this Section 12, he shall so declare at the
meeting and ballots shall be provided for 

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use at the meeting with respect to such nominee. If the presiding officer
determines that a nomination was not made in accordance with the terms of this
Section 12, he shall so declare at the meeting and the defective nomination
shall be disregarded.

         SECTION 13. NEW BUSINESS. At an annual meeting of shareholders, only
such new business shall be conducted, and only such proposals shall be acted
upon as shall have been brought before the annual meeting (a) by, or at the
direction of, the Board of Directors or (b) by any shareholder of the
corporation who complies with the notice procedures set forth in this Section
13. For a proposal to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided, however, that, if less than 70 days'
notice or proper public disclosure of the shareholder to be timely must be so
delivered or received not later than the close of business on the tenth day
following the earlier of the date on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public disclosure
was made. A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the corporation's books, of the shareholder proposing
such business and any other shareholders known by such shareholder to be
supporting such proposal, (c) the class and number of shares of stock of the
corporation which are beneficially owned by the shareholder on the date of such
shareholder notice and by any other shareholders known by such shareholder to be
supporting such proposal on the date of such shareholder notice, and (d) any
financial interest of the shareholder in such proposal.

         The Board of Directors may reject any shareholder proposal not timely
made in accordance with the terms of this Section 13. If the Board of Directors,
or a designated committee thereof, determines that the information provided in a
shareholder's notice does not satisfy the informational requirements of this
Section 13 in any material respect, the Secretary of the corporation shall
promptly notify such shareholder of the deficiency in the notice. The
shareholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five days from the date such deficiency notice is given to the
shareholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional information provided
by the shareholder, together with information previously provided, does not
satisfy the requirements of this Section 13 in any material respect, then the
Board of Directors may reject such shareholder's proposal. The Secretary of the
corporation shall notify a shareholder in writing whether his proposal has been
made in accordance with the time and informational requirements of this Section
13. Notwithstanding the procedure set forth in this paragraph, if 

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neither the Board of Directors nor such committee makes a determination as to
the validity of any shareholder proposal, the presiding officer of the annual
meeting shall determine and declare at the annual meeting whether the
shareholder proposal was made in accordance with the terms of this Section 13.
If the presiding officer determines that a shareholder proposal was made in
accordance with the terms of this Section 13, he shall so declare at the annual
meeting and ballots shall be provided for use at the meeting with respect to any
such proposal. If the presiding officer determines that a shareholder proposal
was not made in accordance with the terms of this Section 13, he shall so
declare at the annual meeting any such proposal shall not be acted upon at the
annual meeting.

         This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.


                                   ARTICLE III
                                    DIRECTORS

         SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the Board of Directors except as otherwise
provided by the laws under which this corporation is formed or in the
Certificate of Incorporation.

         SECTION 2. NUMBER. The number of directors of the corporation shall be
composed of not fewer than three nor more than nine directors, the specific
number to be set by resolution of the Board of Directors or the shareholders.
The number of directors may be increased or decreased by resolution of the Board
of Directors, provided that no decrease shall have the effect of shortening the
term of any incumbent director.

         SECTION 3. TENURE AND QUALIFICATIONS. Each director shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected and qualified unless removed in accordance with Delaware law.
Directors need not be residents of any particular state or shareholders of the
corporation.

         SECTION 4. ELECTION. The directors shall be elected by the shareholders
at their annual meeting each year; and if, for any cause, the directors shall
not have been elected at an annual meeting, they may be elected at a special
meeting of shareholders called for that purpose in the manner provided by these
Bylaws.

         SECTION 5. VACANCIES. Except as otherwise provided by law, in case of
any vacancy in the Board of Directors, the remaining directors, whether
constituting a quorum or not, may 

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elect a successor to hold office for the unexpired portion of the term of the
director whose place shall be vacant and until his successor shall have been
duly elected and qualified.

         SECTION 6.  RESIGNATION.  Any director may resign at any time by 
delivering written notice to the Secretary of the corporation.

         SECTION 7. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, the entire Board of Directors, or any member
thereof, may be removed, with or without cause, by vote of the holders of a
majority of shares then entitled to vote at an election of such directors.

         SECTION 8. MEETINGS. The annual meeting of the Board of Directors shall
be held immediately after the annual shareholders' meeting (or any special
shareholders' meeting at which a Board of Directors is elected) at the same
place as such shareholders' meeting or at such other place and at such time as
may be determined by the Board of Directors. No notice of the annual meeting of
the Board of Directors shall be necessary.

         Special meetings of the Board of Directors may be called at any time
and place upon the call of the Chairman of the Board, President, Secretary, or
any two or more directors. Notice of the time and place of each special meeting
shall be given by the Secretary, or the persons calling the meeting, by mail,
radio, telegram or by personal communication by telephone or otherwise at least
three days in advance of the time of the meeting. The purpose of the meeting
need not be given in the notice. Notice of any special meeting may be waived in
writing or by telegram (either before or after such meeting) and will be waived
by any director by attendance.

         Regular meetings of the Board of Directors shall be held at such place
and on such day and hour as shall from time to time be fixed by resolution of
the Board of Directors. No notice of regular meetings of the Board of Directors
shall be necessary if the time and place thereof shall have been fixed by
resolution of the Board of Directors and a copy of such resolution is mailed to
each director held at least three days before the first meeting held pursuant
thereto.

         At any meeting of the Board of Directors, any business may be
transacted, and the Board of Directors may exercise all of its powers.

         SECTION 9. QUORUM AND VOTING. A majority of the directors in office at
the time of any meeting or action of the Board of Directors shall constitute a
quorum, but a lesser number may adjourn any meeting from time to time until a
quorum is obtained, and no further notice thereof need be given. At each meeting
of the Board of Directors at which a quorum is present, the act of a majority of
the directors present at the meeting shall be the act of the Board of Directors.
The directors present at a duly organized meeting may continue to 

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transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.

         SECTION 10. ACTION WITHOUT A MEETING. The Board of Directors or a
committee thereof may take any action which it could properly take at a meeting
without such a meeting if a consent in writing setting forth the action to be
taken shall be signed by all the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.

         SECTION 11. TELEPHONE MEETINGS. Members of the Board of Directors or
any committee appointed by the Board of Directors may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.

         SECTION 12. COMMITTEES OF THE BOARD. The Board of Directors, by
resolutions adopted by a majority of the entire Board of Directors, may
designate from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and one or more other committees. Each such committee may
exercise the authority of the Board of Directors to the extent provided in such
resolution and any subsequent resolutions pertaining thereto and adopted in like
manner, provided that the authority of each such committee shall be subject to
the limitations set forth in Delaware law, as now or hereafter amended. Such
committees shall keep regular minutes of their proceedings and report to the
Board of Directors when requested to do so.

         SECTION 13. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors 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.

         SECTION 14. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action or any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.


                                   ARTICLE IV
                                    OFFICERS

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         SECTION 1. OFFICERS. The officers of the corporation shall be the
President, Secretary and Treasurer, each of whom shall be elected by the Board
of Directors, and such other and additional officers and assistant officers,
including one or more Vice Presidents, as may be elected or appointed by the
Board of Directors or the President. Any two or more offices may be held by the
same person, except the offices of President and Secretary.

         The Board of Director may, in its discretion, elect a Chairman of the
Board. If a Chairman of the Board has been elected, he shall, when present,
preside at all meetings of the Board of Directors and the shareholders and shall
have such other powers as the Board of Directors may prescribe.

         SECTION 2. ELECTIONS, QUALIFICATION AND TERM OF OFFICE. Each of the
President, Secretary and Treasurer shall be elected by and serve at the pleasure
of the Board of Directors. All other officers of the corporation, if any, shall
be elected or appointed by, and serve at the pleasure of, the Board of Directors
or the President, as the case may be.

         SECTION 3.  POWERS AND DUTIES.

         (a) PRESIDENT. The President, subject to the direction and control of
the Board of Directors, shall have general charge and supervision over its
property, business, and affairs. He shall, unless a Chairman of the Board has
been elected and is present, preside at meetings of the shareholders and the
Board of Directors. The President shall be the Chief Executive Officer of the
Corporation, unless the Chairman of the Board has been designated as such by the
Board of Directors.

         (b) VICE PRESIDENT. In the absence of the President or his inability to
act, the most senior Vice President shall act in his place and stead and shall
have all the powers and authority of the President, except as limited by
resolution of the Board of Directors. Each Vice President shall perform such
other duties as are assigned by the Board of Directors.

         (c) SECRETARY. The Secretary shall (1) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (2) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (3) be custodian of
the corporate records and of the seal of the corporation and affix the seal of
the corporation to all documents as may be required; (4) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (5) sign with the President, or Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (6) have general charge
of the stock transfer books of the corporation; and (7) in general perform all
duties as from time to time may be assigned to him by the President or by the
Board of Directors.

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         (d) TREASURER. Subject to the direction and control of the Board of
Directors, the Treasurer shall have the custody, control, and disposition of the
funds and securities of the corporation and shall account for the same; and, at
the expiration of his term of office, he shall turn over to his successor all
property of the corporation in his possession. The Treasurer shall cause to be
deposited all funds and other valuable effects in the name of the corporation in
such depositories as may be designated by the Board of Directors. In general,
the Treasurer shall perform all of the duties incident to the office of
Treasurer, and such other duties as from time to time may be assigned by the
Board of Directors.

         SECTION 4. OTHER OFFICERS AND AGENTS. The Board of Directors and the
President may appoint such other officers and agents as it or he shall deem
necessary or expedient, who shall hold their office 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 or the President, as the case may be.

         SECTION 5.  REMOVAL.  The Board of Directors shall have the right to 
remove any officer whenever in its judgment the best interest of the corporation
will be served thereby. such removal shall be without prejudice to any contract
rights of the person so removed.

         SECTION 6.  SALARIES.  The salaries of all officers of the corporation
shall be fixed by the Board of Directors.


                                    ARTICLE V
                               SHARE CERTIFICATES

         SECTION 1. SHARE CERTIFICATES. Share Certificates shall be issued in
numerical order, and each shareholder shall be entitled to a certificate signed
by the President or a Vice President, attested by the Secretary, or an Assistant
Secretary, and sealed with the corporate seal, if any. Facsimiles of the
signatures and seal may be used, as permitted by law. Every share certificate
shall state: (i) the corporation is organized under the laws of the State of
Delaware; (ii) the name of the person to whom issued; (iii) the number, class
and series (if any) of shares which the certificate represents; and (iv) if the
corporation is authorized to issue shares of more than one class, that upon
request and without charge, the corporation will furnish any shareholder with a
full statement of the designations, preferences, limitations and relative rights
of the shares of each class.

         SECTION 2. CONSIDERATION FOR SHARES. Shares of this corporation may be
issued for such consideration expressed in dollars (not less than par, if the
shares have par value) as shall be fixed from time to time by the Board of
Directors. The consideration for the issuance of shares may be paid in whole or
in part in cash, promissory notes, services performed, contracts for services to
be performed or other tangible or intangible property. The reasonable charges
and expenses of organization or reorganization and the reasonable expenses of an

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compensation for the sale or underwriting of its shares may be paid or allowed
by the corporation out of the consideration received by it in payment of its
shares without rendering the shares not fully paid or assessable.

         SECTION 3. TRANSFERS. Shares may be transferred by delivery of the
certificate, accompanied either by an assignment in writing on the back of the
certificate, or by a written power of attorney to sell, assign and transfer the
same, signed by the record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares of stock shall be transferred
on the books of the corporation until the outstanding certificate therefor has
been surrendered to the corporation.

         SECTION 4. LOSS OF DESTRUCTION OF CERTIFICATE. In the event of the loss
or destruction of any certificate, a new certificate may be issued in lieu
thereof upon satisfactory proof of such loss or destruction, and upon the giving
of security against loss to the corporation by bond, indemnity or otherwise, to
the extent deemed necessary by the Board of Directors or the Secretary or
Treasurer.


                                   ARTICLE VI
                                BOOKS AND RECORDS

         SECTION 1. BOOKS OF ACCOUNT, MINUTES AND SHARE REGISTER. The
corporation shall keep complete books and records of accounts and minutes of the
proceedings of the Board of Directors and shareholders and shall keep at its
registered office, principal place of business, or at the office of its transfer
agent or registrar a share register giving the names of the shareholders in
alphabetical order and showing their respective addresses and the number of
shares held by each.

         SECTION 2. COPIES OF RESOLUTIONS. Any person dealing with the
corporation may rely upon a copy of any of the records of the proceedings,
resolutions, or votes of the Board of Directors or shareholders, when certified
by the President or Secretary.

         SECTION 3.  BOOKS OF ACCOUNT.  The corporation shall keep appropriate 
and complete books of account.

         SECTION 4. EXAMINATION OF RECORDS. Upon presenting a written demand
requesting examination and providing a detailed statement of the purpose of such
examination, any shareholder or holder of record of voting trust certificates
for shares of the corporation for at least six months, or any holder of record
of or the holder of record of voting trust certificates for at least 5% of the
outstanding shares of the corporation, shall have the right to examine for any
proper purpose, in person or by his or her attorney or agent, during usual
business hours, the corporation's list of its shareholders, relevant records of
accounts and minutes of meetings and make extracts therefrom.

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                                   ARTICLE VII
                                 CORPORATE SEAL

         The Board of Directors may provide for a corporate seal which shall
have inscribed thereon the name of the corporation, the year and state of
incorporation and the words "corporate seal".






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                                  ARTICLE VIII
                                      LOANS

         The corporation may not lend money to or guarantee the obligation of a
director of the corporation unless first approved in the manner required by
Delaware law.


                                   ARTICLE IX
                               AMENDMENT OF BYLAWS

         SECTION 1. BY THE SHAREHOLDERS. These Bylaws may be amended, altered,
or repealed at any regular or special meeting of the shareholders if notice of
the proposed alteration or amendment is contained in the notice of meeting.

         SECTION 2. BY THE BOARD OF DIRECTORS. These Bylaws may be amended,
altered, or repealed by the affirmative vote of a majority of the whole Board of
Directors at any regular or special meeting of the Board.


                                    ARTICLE X
                                   FISCAL YEAR

         The fiscal year of the corporation shall be set by resolution of the
Board of Directors.


                                   ARTICLE XI
                                 RULES OF ORDER

         The Board of Directors may adopt rules of procedure to govern any
meeting of shareholders or directors to the extent not inconsistent with law,
the corporation's Certificate of Incorporation, or these Bylaws, as they are in
effect from time to time. In the absence of any rules of procedure adopted by
the Board of Directors, the Chairman of the Board shall make all decisions
regarding such procedure for any meeting.




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