EXHIBIT 3(ii)

                                     BYLAWS
                                       OF
                              MAYALL PARTNERS, INC.

                                        I
                                     OFFICES

     SECTION 1.1 Registered Office. The registered office of Mayall Partners,
Inc. the "Corporation") in the State of Delaware shall be at the office of
Incorporating Services, Ltd., in the City of Dover, County of Kent and said
corporation shall be the registered agent of the Corporation.

     SECTION 1.2 Principal Office. The principal office for the transaction of
the business of the Corporation shall be at 317 Madison Avenue, Suite 2310, New
York, New York 10017. The Board of Directors (the "Board") is hereby granted
full power and authority to change said principal office from one location to
another.

     SECTION 1.3 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.

                                       II
                            MEETINGS OF STOCKHOLDERS

     SECTION 2.1 Annual Meetings. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings shall be held at
such place, time and date as the Board shall determine by resolution.

     SECTION 2.2 Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called by the Board or a committee of the Board which
has been duly designated by the Board and whose powers and authority, as
provided in a resolution of the Board or in these Bylaws, include the power to
call such meetings. Unless otherwise prescribed by statute or by the Certificate
of Incorporation, special meetings may not be called by any other person or
persons. No business may be transacted at any special meeting of stockholders
other than such business as may be designated in the notice calling such
meeting.

     SECTION 2.3 Place of Meetings. All meetings of the stockholders shall be
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.


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     SECTION 2.4 Notice of Meetings. Except as otherwise required by law, notice
of each meeting of the stockholders, whether annual or special, shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him personally, or by
depositing such notice in the United States and/or Canadian mail, in a postage
prepaid envelope, directed to him at his post office address furnished by him to
the Secretary of the Corporation for such purpose or, if he shall not have
furnished to the Secretary the address for such purpose, then at his post office
address last known to the Secretary, or by transmitting a notice thereof to him
at such address by telegraph, cable or telecopier. Except as otherwise expressly
required by law, no publication of any notice of a meeting of the stockholders
shall be required. Every notice of a meeting of the stockholders shall state the
place, date and hour of the meeting, and, in the case of a special meeting,
shall also state the purpose or purposes for which the meeting is called. Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall have waived such notice and such notice shall be deemed
waived by any stockholder who shall attend such meeting in person or by proxy,
except a stockholder who shall attend such meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Except as otherwise
expressly required by law, notice of any adjourned meeting of the stockholders
need not be given if the time and place thereof are announced at the meeting at
which the adjournment is taken.

     SECTION 2.5 Quorum. Except in the case of any meeting for the election of
directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders pre sent in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time. At any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
called.

     SECTION 2.6 Voting.

     (a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:

          (i) on the date fixed pursuant to Section 6.5 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting, or

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          (ii) if no such record date shall have been so fixed, then (A) at the
     close of business on the day next preceding the day on which notice of the
     meeting shall be given or (B) if notice of the meeting shall be waived, at
     the close of business on the day next preceding the day on which the
     meeting shall be held.

     (b) Shares of stock of the Corporation belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he shall have expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

     (c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his proxy appointed by an instrument in writing,
subscribed by such stockholder or by his attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the stockholders all
matters, except as otherwise provided in the Certificate of Incorporation, in
these Bylaws or by law, shall be decided by the vote of a majority of the shares
present in person or by proxy and entitled to vote thereat and thereon. The vote
at any meeting of the stockholders on any question need not be by ballot, unless
so directed by the chairman of the meeting. On a vote by ballot each ballot
shall be signed by the stockholder voting, or by his proxy, if there be such
proxy, and it shall state the number of shares voted.

     SECTION 2.7 List of Stockholders. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) 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 duration
thereof, and may be inspected by any stockholder who is present.


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     SECTION 2.8 Inspector of Election. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the Board of Directors or
the chairman of such meeting may appoint an Inspector of Election to act with
respect to such vote. The Inspector of Election so appointed shall first
subscribe an oath faithfully to execute the duties of an inspector of election
at such meeting with strict impartiality and according to the best of his
ability. Such Inspector of Election shall decide upon the qualification of the
voters and shall report the number of shares represented at the meeting and
entitled to vote on such question, shall conduct and accept the votes, and, when
the voting is completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of the Inspector of Election
shall be in writing and subscribed and delivered by them to the Secretary of the
Corporation. The Inspector of Election need not be a stockholder of the
Corporation, and any officer or director of the Corporation may be an Inspector
of Election on any question other than a vote for or against a proposal in which
he shall have a material interest.

     SECTION 2.9 Conduct of Meeting. The chairman of a meeting of the
stockholders, as determined pursuant to Article IV of these Bylaws, shall
conduct such meeting in a businesslike and fair manner, but shall not be
obligated to follow any technical, formal or parliamentary rules or principles
of procedure. The chairman's ruling on procedural matters shall be conclusive
and binding on all stockholders, unless at the time of a ruling a request for a
vote is made to the stockholders entitled to vote and represented in person or
by proxy at the meeting, in which case the decision of a majority of such shares
shall be conclusive and binding on all stockholders. Without limiting the
generality of the foregoing, the chairman shall have all of the powers usually
vested in the chairman of a meeting of stockholders.

                                       III
                               BOARD OF DIRECTORS

     SECTION 3.1 General Powers. The property, business and affairs of the
Corporation shall be managed by the Board.

     SECTION 3.2 Number and Term of Office. The authorized number of directors
shall be no less than 1 and no more than 8, with the exact number to be
determined from time to time by a resolution adopted by a majority of the Board
or by the affirmative vote of the holders of not less than a majority of the
total voting power of all outstanding shares of voting stock of the Corporation.
The initial number of authorized directors shall be one (1). Each of the
directors of the Corporation shall hold office until his successor shall have
been duly elected and shall qualify or until he shall resign or shall have been
removed in the manner hereinafter provided.

     SECTION 3.3 Election of Directors. The directors shall be elected by the
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for cumulative voting.

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     SECTION 3.4 Resignations. Any director of the Corporation may resign at any
time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately upon
its receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     SECTION 3.5 Vacancies. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
his successor shall have been elected and shall qualify or until he shall resign
or shall have been removed in the manner hereinafter provided.

     SECTION 3.6 Place of Meeting and Telephone Meetings. The Board may hold any
of its meetings at such place or places within or without the State of Delaware
as the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice of a
waiver of notice of any such meeting. Directors may participate in any regular
or special meeting of the Board by means of con ference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.

     SECTION 3.7 First Meeting. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.

     SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held at
such times as the Board shall from time to time by resolution determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday. Except as provided by
law, notice of regular meetings need not be given.

     SECTION 3.9 Special Meetings. Special meetings of the Board may be called
by the Chairman of the Board, the Chief Executive Officer, or the President and
shall be called by the President or Secretary on the written request of two
directors. Notice of all special meetings of the Board shall be given to each
director:

     (a) by first-class mail, postage prepaid, deposited in the United States
mail in the city where the principal executive office of the Corporation is
located at least five (5) days before the date of such meeting; or

     (b) by telegram, charges prepaid, such notice to be transmitted by the
telegraph company in the city of the principal executive office of the
Corporation at least forty-eight (48) hours before the time of holding such
meeting; or


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     (c) by personal delivery or telecopier, or orally in person or by
telephone, at least twenty-four (24) hours prior to the time of holding such
meeting.

     Notice given in accordance with paragraph (a) above shall conclusively be
deemed to be given to a director if addressed to the director at the address the
person giving the notice has reason to believe will result in actual notice to
the director prior to the time of the meeting. Notice given in accordance with
paragraph (b) or (c) above shall conclusively be deemed to be given to a
director if delivered in writing or communicated orally either to the director
or to a person whom the person giving the notice has reason to believe will
deliver or communicate it to the director prior to the time of the meeting.
Notice given in accordance with paragraph (a), (b) or (c) above shall
conclusively be deemed given to a director if mailed or delivered to the last
address provided by the director to the Secretary of the Corporation for such
purpose. The notice need not specify the purpose of the meeting, nor need it
specify the place of the meeting if the meeting is to be held at the principal
executive office of the Corporation.

     Such notice may be waived by any director and any meeting shall be a legal
meeting without notice having been given if all the directors shall be present
thereat or those not present shall, either before or after the meeting, sign a
written waiver of notice of, or a consent to, such meeting or shall after the
meeting sign the approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the Corporation's records or be made a part of the
minutes of the meeting.

     SECTION 3.10 Quorum and Manner of Acting. Except as otherwise provided in
the Certificate of Incorporation or these Bylaws or by law, the presence of a
majority of the total number of directors then in office shall be required to
constitute a quorum for the transaction of business at any meeting of the Board.
Except as otherwise provided in the Certificate of Incorporation or these Bylaws
or by law, all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present. Except
as otherwise provided in the Certificate of Incorporation, these Bylaws or by
law, a meeting at which there is a quorum initially present may continue to
transact business notwithstanding the withdrawal of a director, so long as any
action taken is approved by at least a majority of the required quorum for such
meeting. In the absence of a quorum, a majority of directors present at any
meeting may adjourn the same from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. The directors shall act only
as a Board, and the individual directors shall have no power as such.

     SECTION 3.11 Action by Consent. 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 a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.


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     SECTION 3.12 Compensation. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by him on account of his attendance at
any meetings of the Board or committees of the Board. Neither the payment of
such compensation nor the reimbursement of such expenses shall be construed to
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving compensation therefor.

     SECTION 3.13 Executive Committee. There may be an Executive Committee
appointed by resolution passed by a majority of the Board, who may meet at
stated times, or on notice to all by any of their own number, during the
intervals between the meetings of the Board; they shall advise and aid the
officers of the Corporation in all matters concerning its interests and the
management of its business, and generally perform such duties and exercise such
powers as may be directed or delegated by the Board from time to time. To the
full extent permitted by law, the Board may delegate to such committee authority
to exercise all the powers of the Board while the Board is not in session.
Vacancies in the membership of the committee shall be filled by the Board at a
regular meeting or at a special meeting for that purpose. The Executive
Committee shall keep written minutes of its meetings and report the same to the
Board when required. The provisions of Sections 3.8, 3.9, 3.10 and 3.11 of these
Bylaws shall apply, mutatis mutandis, to any Executive Committee of the Board.

     SECTION 3.14 Other Committees. The Board may, by resolution passed by a
majority of the Board, designate one or more other committees, each such
committee to consist of one or more of the directors of the Corporation. To the
full extent permitted by law, any such committee shall have and may exercise
such powers and authority as the Board may designate in such resolution.
Vacancies in the membership of a committee shall be filled by the Board at a
regular meeting or a special meeting for that purpose. Any such committee shall
keep written minutes of its meetings and report the same to the Board when
required. The provisions of Sections 3.8, 3.9, 3.10 and 3.11 of these Bylaws
shall apply, mutatis mutandis, to any such committee of the Board.

     SECTION 3.15 Rights of Inspection. Every director shall have the absolute
right at any reasonable time to inspect and copy all books, records, and
documents of every kind and to inspect the physical properties of the
Corporation and also of its subsidiary corporations, domestic or foreign. Such
inspection by a director may be made in person or by agent or attorney and
includes the right to copy and obtain extracts.


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                                       IV
                                    OFFICERS

     SECTION 4.1 Officers. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer. In addition, the
Board may also elect a Chairman of the Board, one or more Vice Presidents, and
one or more Assistant Secretaries and Assistant Treasurers. No officer need be a
director of the Corporation. A person may hold more than one office.

     SECTION 4.2 Other Officers. The Board may appoint such other officers as it
shall deem necessary 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.

     SECTION 4.3 Election. Each of the officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.1,
Section 4.2 or Section 4.4 of these Bylaws, shall be chosen annually by the
Board and shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.

     SECTION 4.4 Removal; Vacancies. Subject to the express provisions of a
contract authorized by the Board, any officer may be removed, either with or
without cause, at any time by the Board or by any officer upon whom such power
of removal may be conferred by the Board. Any vacancy occurring in any office of
the Corporation shall be filled by the Board.

     SECTION 4.5 The Chairman of the Board. The Chairman of the Board, if one is
elected, shall not be an officer of the Corporation unless designated as such by
the Board. He shall preside at all meetings of the stockholders and directors
and shall have such other powers and duties as may be prescribed by the Board or
by applicable law. He shall be an ex- officio member of standing committees, if
so provided in the resolutions of the Board appointing the members of such
committees. If there is no Chief Executive Officer or President, 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 4.6.

     SECTION 4.6 The Chief Executive Officer. The Chief Executive Officer,
subject to the control of the Board, shall have general supervision, control and
management of the business and affairs of the Corporation, and general charge
and supervision of all officers, agents and employees of the Corporation; shall
see that all orders and resolutions of the Board are carried into effect; in
general shall exercise all powers and perform all duties usually vested in the
office of chief executive officer of a corporation; and shall have such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these Bylaws or applicable law. He may execute and deliver
in the name of the Corporation all deeds, mortgages, bonds, contracts and other
instruments, except where required by law or these Bylaws to be otherwise
executed and delivered or when such

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execution and delivery shall be expressly delegated by him or the Board to some
other officer or agent of the Corporation. In the absence of the Chairman of the
Board, or if there is none, the Chief Executive Officer shall preside at all
meetings of the stockholders and, if he is a director, the Board. He shall be an
ex-officio member of all the standing committees, including the executive
committee, if any.

     SECTION 4.7 The President. Subject to such supervisory powers, if any, as
may be given by the Board or these Bylaws to the Chief Executive Officer or the
Chairman of the Board, if there are such officers, the President shall, subject
to the control of the Board, have the powers and duties prescribed for the
President by the Chief Executive Officer or these Bylaws. In the absence of the
Chairman of the Board and the Chief Executive Officer, or if there are none, the
President shall preside at all meetings of the stockholders and, if he is a
director, the Board. If there is no Chief Executive Officer, the President shall
in addition be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 4.6. The President shall be an
ex-officio member of standing committees, if so provided in the resolutions of
the Board appointing the members of such committees.

     SECTION 4.8 The Vice Presidents. The Vice Presidents, if any, shall perform
such duties and have such powers as the Board may from time to time prescribe.

     SECTION 4.9 The Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board.

     He shall disburse the funds of the Corporation as may be ordered by the
Board, making proper vouchers for such disbursements, and shall render to the
President and the Board, at its regular meetings, or when the Board so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.

     SECTION 4.10 The Secretary. The Secretary shall attend all meetings of the
Board and all meetings of the stockholders and record all the proceedings of the
meetings of the stockholders and of the Board in a book to be kept for that
purpose and shall perform like duties for the standing and special committees of
the Board when required. He shall give, or cause to be given, notice of all
meetings of the stockholders 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 have custody of the corporate
seal of the Corporation and he shall have authority to affix the same to any
instrument requiring it and, when so affixed, it may be attested by his
signature. The Board may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his signature.


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     SECTION 4.11 The Assistant Treasurer and Assistant Secretary. The assistant
treasurer and the assistant secretary, if any, shall perform such duties and
have such powers as the Board may from time to time prescribe.

                                        V
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     SECTION 5.1 Checks, Drafts, Etc.. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness payable by the
Corporation shall be signed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board. Each such
person or persons shall give such bond, if any, as the Board may require.

     SECTION 5.2 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President, any Vice
President or the Treasurer (or any other officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation who
shall from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.

     SECTION 5.3 General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                       VI
                            SHARES AND THEIR TRANSFER

     SECTION 6.1 Certificates for Stock. Every owner of stock of the Corporation
shall be entitled to have a certificate or certificates, to be in such form as
the Board shall prescribe, certifying the number and class of shares of the
stock of the Corporation owned by him. The certificates representing shares of
such stock shall be numbered in the order in which they shall be issued and
shall be signed in the name of the Corporation by the Chairman, Vice Chairman or
President or a Vice President, and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer. Any of or all of the signatures on the
certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate shall have

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ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation with
the same effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by such certificates, the number and class of shares represented by
such certificates, respectively, and the respective dates thereof, and in case
of cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled, and
no new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so cancelled, except
in cases provided for in Section 6.4.

     SECTION 6.2 Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation by the registered
holder thereof, or by his attorney thereupon authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or transfer
agent appointed as provided in Section 6.3, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

     SECTION 6.3 Regulations. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     SECTION 6.4 Lost, Stolen, Destroyed and Mutilated Certificates. In any case
of loss, theft, destruction or mutilation of any certificate of stock, another
may be issued in its place upon proof of such loss, theft, destruction or
mutilation and upon the giving of a bond of indemnity to the Corporation in such
form and in such sum as the Board or the President may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board or the President, it is proper so do to.

     SECTION 6.5 Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
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 other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty

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<PAGE>

(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders the Board shall not fix such a record date, the record
date for determining stockholders for such purpose shall be the close of
business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

                                       VII
                                  MISCELLANEOUS

     SECTION 7.1 Seal. The Board shall provide a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and words and
figures showing that the Corporation was incorporated in the State of Delaware
and the year of incorporation.

     SECTION 7.2 Waiver of Notices. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

     SECTION 7.3 Amendments. Subject to the provisions of the Certificate of
Incorporation, these Bylaws and applicable law, these Bylaws or any of them may
be amended or repealed and new Bylaws may be adopted (a) by the Board, by vote
of a majority of the number of directors then in office or (b) by the vote of
the holders of not less than a majority of the total voting power of all
outstanding shares of voting stock of the Corporation at an annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, repeal or
adoption is given in the notice of special meeting. Subject to the provisions of
the Certificate of Incorporation, any Bylaws adopted or amended by the
stockholders may be amended or repealed by the Board or the stockholders.

     SECTION 7.4 Voting Stock. Unless otherwise ordered by the Board, the Chief
Executive Officer shall have full power and authority on behalf of the
Corporation to attend and to act and vote at any meeting of the stockholders of
any corporation in which the Corporation may hold stock and at any such meeting
shall possess and may exercise any and all rights and powers which are incident
to the ownership of such stock and which as the owner thereof the Corporation
might have possessed and exercised if present. The Board by resolution from time
to time may confer like powers upon any other person or persons.


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<PAGE>

                                      VIII
                              EMERGENCY PROVISIONS

     SECTION 8.1 General. The provisions of this Article shall be operative only
during a national emergency declared by the President of the United States or
the person performing the President's functions, or in the event of a nuclear,
atomic, or other attack on the United States or a disaster making it impossible
or impracticable for the Corporation to conduct its business without recourse to
the provisions of this Article. Said provisions in such event shall override all
other Bylaws of the Corporation in conflict with any provisions of this Article,
and shall remain operative so long as it remains impossible or impracticable to
continue the business of the Corporation otherwise, but thereafter shall be
inoperative; provided that all actions taken in good faith pursuant to such
provisions shall thereafter remain in full force and effect unless and until
revoked by action taken pursuant to the provisions of the Bylaws other than
those contained in this Article.

     SECTION 8.2 Unavailable Directors. All directors of the Corporation who are
not available to perform their duties as directors by reason of physical or
mental incapacity or for any other reason or who are unwilling to perform their
duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.

     SECTION 8.3 Authorized Number of Directors. The authorized number of
directors shall be the number of directors remaining after eliminating those who
have ceased to be directors pursuant to Section 8.2, or the minimum number
required by law, whichever is greater.

     SECTION 8.4 Quorum. The number of directors necessary to constitute a
quorum shall be one-third of the authorized number of directors as specified in
Section 8.3, or such other minimum number as, pursuant to the law or lawful
decree then in force, it is possible for the Bylaws of the Corporation to
specify.

     SECTION 8.5 Creation of Emergency Committee. In the event the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 8.2 is less than the minimum number of authorized directors
required by law, then until the appointment of additional directors to make up
such required minimum, all the powers and authorities which the Board could by
law delegate, including all powers and authorities which the Board could
delegate to a committee, shall be automatically vested in an emergency
committee, and the emergency committee shall thereafter manage the affairs of
the Corporation pursuant to such powers and authorities and shall have all such
other powers and authorities as may by law or lawful decree be conferred on any
person or body of persons during a period of emergency.

                                      -13-
<PAGE>


     SECTION 8.6 Constitution of Emergency Committee. The emergency committee
shall consist of all the directors remaining after eliminating those who have
ceased to be directors pursuant to Section 8.2, provided that such remaining
directors are not less than three in number. In the event such remaining
directors are less than three in number, the emergency committee shall consist
of three persons, who shall be the remaining director or directors and either
one or two officers or employees of the Corporation, as the remaining director
or directors may in writing designate. If there is no remaining director, the
emer gency committee shall consist of the three most senior officers of the
Corporation who are available to serve, and if and to the extent that officers
are not available, the most senior employees of the Corporation. Seniority shall
be determined in accordance with any designation of seniority in the minutes of
the proceedings of the Board, and in the absence of such designation, shall be
determined by rate of remuneration. In the event that there are no remaining
directors and no officers or employees of the Corporation available, the
emergency committee shall consist of three persons designated in writing by the
stockholder owning the largest number of shares of record as of the date of the
last record date.

     SECTION 8.7 Powers of Emergency Committee. The emergency committee, once
appointed, shall govern its own procedures and shall have the power to increase
the number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members shall die
or resign or become unavailable to act for any reason whatsoever, a new
emergency committee shall be appointed in accordance with the foregoing
provisions of this Article.

     SECTION 8.8 Directors Becoming Available. Any person who has ceased to be a
director pursuant to the provisions of Section 8.2 and who thereafter becomes
available to serve as a director shall automatically become a member of the
emergency committee.

     SECTION 8.9 Election of Board of Directors. The emergency committee shall,
as soon after its appointment as is practicable, take all requisite action to
secure the election of a board of directors, and upon election all the powers
and authorities of the emergency committee shall cease.

     SECTION 8.10 Termination of Emergency Committee. In the event, after the
appointment of any emergency committee, a sufficient number of persons who
ceased to be directors pursuant to Section 8.2 become available to serve as
directors, so that if they had not ceased to be directors as aforesaid, there
would be enough directors to constitute the minimum number of directors required
by law, then all such persons shall automatically be deemed to be reappointed as
directors and the powers and authorities of the emergency committee shall end.

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<PAGE>

                                       IX
                        APPROVAL OF INSIDER TRANSACTIONS

     SECTION 9.1 Any transaction, agreement or understanding between the
Corporation or any of its subsidiaries and any of the officers and directors of
the Corporation, or any entity in which such officer or director has a material
financial interest, which is material to the business of the Corporation, or the
applicable subsidiary, must be approved by a majority of the directors of the
Corporation who have no interest in such transaction, agreement or
understanding. The interested director may be present at the meeting, if any, at
which such transaction, agreement or underwriting is approved.

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<PAGE>

                            CERTIFICATE OF SECRETARY


     I, the undersigned, hereby certify that:

     1. I am the duly elected, qualified and acting Secretary of Mayall
Partners, Inc., a Delaware corporation.

     2. The foregoing Bylaws of said corporation were duly adopted as the Bylaws
thereof by a Written Consent of the Board of Directors of said corporation, of
even date herewith, and that the same do now constitute the Bylaws of said
corporation.

         Executed as of October 7, 1998.



                                            -----------------------------
                                            James A. Prestiano, Secretary


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