AMENDED AND RESTATED BYLAWS
                              OF ENVIROMETRICS, INC
                                    ARTICLE I
                                     OFFICES

     Section  1.1.  Location.  The  address  of  the  registered  office  of the
Corporation  in the State of Delaware  and the name of the  registered  agent at
such address shall be as specified in the  Certificate of  Incorporation  or, if
subsequently  changed,  as  specified in the most recent  Certificate  of Change
filed  pursuant  to law.  The  Corporation  may also have other  offices at such
places  within or without the State of Delaware  as the Board of  Directors  may
from time to time designate or the business of the Corporation may require.

     Section 1.2. Change of Location.  In the manner permitted by law, the Board
of Directors or the registered agent may change the address of the Corporation's
registered  office in the State of Delaware and the Board of Directors may make,
revoke or change the designation of the registered agent.

                                   ARTICLE 11

                            MEETINGS OF STOCKHOLDERS

     Section 2. 1. Annual Meeting The annual meeting of the  stockholders of the
Corporation  for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held at the registered
office of the Corporation, or at such other place within or without the State of
Delaware as the Board of Directors  may fix by resolution or as set forth in the
notice of the  meeting.  In the  event  that the  Board of  Directors  shall not
otherwise fix the time, date. and place of meeting,  the annual meeting shall be
held at the registered  office of the  Corporation at 10 o'clock a.m. local time
on the first Tuesday after the first  Wednesday in May of each year,  commencing
with  the year  1992,  but if such a date is a legal  holiday,  then on the next
succeeding business day.

     Section 2.2.  Special Meeting.  Special  meetings of  stockholders,  unless
otherwise  prescribed by law, may not be called at any time by the  stockholders
but may be at any time by the  Chairman  of the Board,  by the  President  or by
order of the Board of Directors.  Special meetings of stockholders prescribed by
law for the election of Directors shall be called by the Board of Directors, the
Chairman of the Board, the President,  or the Secretary  whenever required to do
so Pursuant to applicable law. Special meetings of stockholders shall be held at
such time and such place,  within or without the State of Delaware,  as shall be
designated in the notice of meeting.

     Section 2.3.  List of  Stockholders  Entitled to Vote.  The officer who has
charge of the stock ledger of the  corporation  shall prepare and make, or cause
to be prepared and made, at least ten days before every meeting of stockholders,
a complete list, based upon the record date for such meeting determined pursuant
to Section 5.8, 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 days prior to the
meeting,  either at a place (other than the meeting place) within the city where
the  meeting  is to be held,  and the place  where the list of  stockholders  is
located  shall be  identified  in the notice of the  meeting,  or, if such place
shall not be identified in the notice of the meeting,  the list of  stockholders
shall be kept at the place where the meeting is to be held.  The list also shall
be produced and kept at the time and place of the meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

     The stock ledger shall be the only evidence as to who are the  stockholders
entitled to examine the stock ledger, the list of stockholders  entitled to vote
at any meeting, or to inspect the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.

     Section 2.4. Notice of Meetings.  Written notice of each annual and special
meeting of stockholders, other than any meeting the giving of notice of which is
otherwise  prescribed by law,  stating the place,  date 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 delivered or mailed,  in writing,  at least ten but
not more than sixty days before the date of such  meeting,  to each  stockholder
entitled to vote  thereat.  if mailed,  such notice  shall be  deposited  in the
United States mail, postage prepaid, directed to such stockholder at his address
as the same  appears on the  records of the  Corporation.  An  affidavit  of the
Secretary,  an Assistant Secretary or the transfer agent of the Corporation that
notice has been duly given shall be evidence of the facts stated therein.

     Section  2.5.  Adjourned  Meetings  and  Notice  Thereof.  Any  meeting  of
stockholders  may be adjourned  to another time or place in the manner  provided
below,  and the Corporation  may transact at any adjourned  meeting any business
which might have been  transacted  at the original  meeting.  Notice need not be
given of the  adjourned  meeting if the time and place  thereof are announced at
the meeting at which the  adjournment  is taken,  unless (a) any  adjournment or
series of adjournments causes the original meeting to be adjourned for more than
thirty days after the date  originally  fixed there, or (b) a new record date is
fixed for the  adjourned  meeting.  If notice of an adjourned  meeting is given,
such notice shall be given to each stockholder of record entitled to vote at the
adjourned  meeting in the  manner  prescribed  in Section  2.4 for the giving of
notice of meetings.  A meeting may be  adjourned  to another  time or place,  or
both, by the affirmative vote of the holders of a majority of the shares present
or represented by proxy at the meeting  (whether or not  constituting a quorum),
and, in the absence of a quorum,  the meeting may be  adjourned  from one day to
the next by the presiding officer of the meeting.

     Section 2.6. Quorum.  At any meeting of  stockholders,  except as otherwise
expressly required by law or by the Certificate of Incorporation, the holders of
record of at least one-third of the outstanding shares of capital stock entitled
to vote or act at such meeting shall be present or represented by proxy in order
to  constitute a quorum for the  transaction  of any  business,  but less than a
quorum shall have power to adjourn any meeting  until a quorum shall be present.
when a quorum is once  present  to  organize a  meeting,  the  quorum  cannot be
destroyed  by the  subsequent  withdrawal  or  revocation  of the  proxy  of any
stockholder.  Shares of capital  stock  owned by the  Corporation  or by another
corporation,  if a majority of the shares of such other corporation  entitled to
vote in the  election  of  Directors  is held by the  Corporation,  shall not be
counted for quorum purposes or entitled to vote.

     Where a  separate  vote by a class  or  classes  is  required  by law,  the
Certificate  of  Incorporation  or these  Bylaws,  one third of the  outstanding
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, and the affirmative vote of the majority of shares of such class or
classes  present in person or  represented  by proxy at the meeting shall be the
act of such class.

     Section  2.7.  Voting.  At any meeting of  stockholders,  each  stockholder
holding,  as of the record  date,  shares of stock  entitled  to be voted on any
matter at such meeting shall have one vote on each such matter submitted to vote
at such meeting for each such share of stock held by such stockholder, as of the
record  date,  as  shown  by the list of  stockholders  entitled  to vote at the
meeting,  unless the Certificate of Incorporation provides for more or less than
one vote for any share,  on any matter,  in which case every  reference in these
Bylaws to a majority or other  proportion  of stock shall refer to such majority
or other  proportion of the votes of such stock.  Each  stockholder  entitled to
vote at a meeting of  stockholders or to express consent or dissent to corporate
action in writing  without a meeting may authorize  another person or persons to
act for him by proxy,  provided that no proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable  and if,
and only so long as, it is coupled with an interest, whether in the stock itself
or in the  Corporation  generally,  sufficient in law to support an  irrevocable
power.

     The Board of Directors,  the Chairman of the Board,  the President,  or the
person presiding at a meeting of stockholders may appoint one or more persons to
act as  inspectors  of voting at any  meeting  with  respect to any matter to be
submitted  to a vote of  stockholders  at such  meeting,  with such  powers  and
duties, not inconsistent with applicable law, as may be appropriate.

     Section 2.8. Action by Consent of Stockholders.  Unless otherwise  provided
in the Certificate of Incorporation,  whenever any action by the stockholders at
a  meeting  thereof  is  required  or  permitted  by  law,  the  Certificate  of
Incorporation,,  or these  Bylaws,  such action may be taken  without a meeting,
without  prior  notice and without a vote,  if a consent or consents in writing,
setting  forth  the  action so taken,  shall be  signed  by the  holders  of the
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
such action without a meeting and by less than unanimous  written  consent shall
be given to those stockholders who have not consented in writing.

     Every written consent shall bear the date of signature of each  stockholder
who signs the  consent and no written  consent  shall be  effective  to take the
corporate  action referred to therein unless,  within sixty days of the earliest
dated  consent  delivered  in the manner  required  by this  Section  2.8 to the
Corporation,  written consents signed by a sufficient  number of stockholders to
take action are  delivered  to the  Corporation  by  delivery to its  registered
office in the State of Delaware,  its principal place of business, or an officer
or agent of the Corporation  having custody of the book in which  proceedings of
meetings  of  stockholders  are  recorded.  Delivery  made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt requested.


                                   ARTICLE III
                               BOARD OF DIRECTORS


     Section 3.  1.General  Powers.  The  property,  business and affairs of the
Corporation  shall be managed by or under the direction of a Board of Directors.
The Board of Directors may exercise all such powers of the  Corporation and have
such  authority  and do all such lawful acts and things as are permitted by law,
the Certificate of Incorporation or these Bylaws.

     Section 3.2. Number of Directors. The Board of Directors of the Corporation
shall consist of one or more members; provided,  however, that in no event shall
the number of the members of the Board of Directors  exceed ten.  Subject to the
first  sentence of this Section  3.2, the exact number of Directors  which shall
constitute  the whole  Board of  Directors  shall be fixed  from time to time by
resolution  adopted by a majority  of the whole  Board of  Directors.  Until the
number of Directors has been so fixed by the Board of  Directors,  the number of
Directors constituting the whole Board of Directors shall be six. Subject to the
first  sentence  of this  Section  3.2,  after  fixing the  number of  Directors
constituting  the whole  Board of  Directors,  the Board of  Directors  may,  by
resolution adopted by a majority of the whole Board of Directors, . from time to
time change the number of Directors constituting the whole Board of Directors.

     Section  3.3.  Qualification.  Directors  need not be  stockholders  of the
corporation.  Directors  who  willfully  neglect  or refuse to produce a list of
stockholders entitled to vote at and meeting for the election of Directors shall
be ineligible for election to any office at such meeting.

     Section 3.4. Election. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws,  after the first meeting of the Corporation at
which Directors are elected,  Directors of the  Corporation  shall be elected in
each year at the annual meeting of stockholders, or at a special meeting in lieu
of the annual meeting  called for such purpose,  by a plurality of votes cast at
such  meeting.  The voting on Directors at any such meeting  shall be by written
ballot unless  otherwise  provided in the Certificate of  Incorporation.  At any
such meeting,  nominations for the office of Director may be made from the floor
by any  shareholder  entitled  to vote for the  election  of  Directors  at such
meeting;  provided,  however,  that such  nominations may be made from the floor
only if written notice of such proposed nominations (including the name or names
of the person or persons proposed to be nominated) is given to the Corporation's
Secretary,  at the  Corporation's  principal  office,  not less than thirty days
before the meeting at which the proposed nominations are to be made.

     Section 3.5.  Term.  Each Director shall hold office until his successor is
duly elected and  qualified,  except in the event of the earlier  termination of
his term of office by reason of death, resignation, removal or other reason.

     Section 3.6.  Resignation and Removal.  Any Director may resign at any time
upon written  notice to the Board of Directors,  the Chairman of the Board,  the
President or the  Secretary.  The  resignation of any Director shall take effect
upon  receipt of notice  thereof or at such later time as shall be  specified in
such notice,  and unless  otherwise  specified  therein,  the acceptance of such
resignation shall not be necessary to make it effective.

     Any  Director or the entire  Board of  Directors  may be  removed,  with or
without cause,  by the holders of a majority of the shares of capital stock then
entitled to vote at an election of  Directors,  except as otherwise  provided by
applicable law.

     Section  3.7.  Vacancies.  Vacancies  in the Board of  Directors  and newly
created  Directorships  resulting from any increase in the authorized  number of
Directors shall be filled by a majority of the Directors then in office,  though
less than a quorum, or by a sole remaining Director.

     If one or more Directors shall resign from the Board of Directors effective
at a future date, a majority of the Directors then in office shall have power to
fill such vacancy or vacancies,  the vote thereon to take effect and the vacancy
to be filled when such resignation or resignations  shall become effective,  and
each Director so chosen shall hold office as provided in this Section 3.7 in the
filling of other vacancies.

     Each Director chosen to fill a vacancy on the Board of Directors shall hold
office until the next annual election of Directors and until his successor shall
be elected and qualified. or until his earlier resignation or removal.

     Section 3.8.  Quorum and Voting.  Unless the  Certificate of  Incorporation
provides otherwise, at all meetings of the Board of Directors, a majority of the
total  number of  Directors  shall be  present  to  constitute  a quorum for the
transaction of business.  A Director interested in a contract or transaction may
be counted in determining  the presence of a quorum at a meeting of the Board of
Directors  which  authorizes  the contract or  transaction.  In the absence of a
quorum,  a majority of the  Directors  present  may adjourn the meeting  until a
quorum shall be present.

     Unless the Certificate of Incorporation provides otherwise,  members of the
Board of Directors or any  committee  designated  by the Board of Directors  may
participate in a meeting of the Board of Directors or such 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, and  participation in
such a meeting shall constitute presence in person at such meeting.

     The vote of the majority of the  Directors  present at a meeting at which a
quorum  is  present  shall  be the act of the  Board  of  Directors  unless  the
Certificate of  Incorporation  or these Bylaws shall require a vote of a greater
number.

     Section 3.9.  Regulations.  The Board of Directors may adopt such rules and
regulations  for the conduct of the business and management of the  Corporation,
not  inconsistent  with law or the Certificate of Incorporation or these Bylaws,
as the Board of Directors  may deem proper.  The Board of Directors may hold its
meetings and cause the books and records of the  Corporation  to be kept at such
place or  places  within  or  without  the  State of  Delaware  as the  Board of
Directors may from time to time  determine.  A member of the Board of Directors,
or a member of any committee  designated by the Board of Directors shall, in the
performance of his duties,, be fully protected in relying in good faith upon the
records  of the  Corporation  and upon such  information,  opinions,  reports or
statements presented to the Corporation by any of the Corporation's  officers or
employees, by committees of the Board of Directors, or by any other person as to
matters  the  member   reasonably   believes  are  within  such  other  personas
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.

     Section 3.10.  Annual  Meeting of Board of Directors.  An annual meeting of
the Board of Directors shall be called and held for the purpose of organization,
election of officers and transaction of any other  business.  If such meeting is
held  promptly  after and at the  place  specified  for the  annual  meeting  of
stockholders,  no notice of the annual meeting of the Board of Directors need be
given. Otherwise,  such annual meeting shall be held at such time (not more than
thirty  days after the  annual  meeting  of  stockholders)  and place as many be
specified in a notice of the meeting.

     Section 3.11.  Regular Meeting.  Regular meetings of the Board of Directors
shall be held at the time and place,  within or without the State of  Delaware,,
as shall from time to time be determined by the Board of Directors.  After there
has been such  determination and notice thereof has been given to each member of
the Board of Directors, no further notice shall be required for any such regular
meeting.  Except as otherwise provided by law, any business may be transacted at
any regular meeting.

     Section 3.12. Special Meetings.  Special meetings of the Board of Directors
may,  unless  otherwise  prescribed  by law,  be called from time to time by the
Chairman of the Board or the  President,  and shall be called by the Chairman of
the Board, the President or the Secretary upon the written request of a majority
of the whole  Board of  Directors  directed to the  Chairman  of the Board,  the
President  or the  Secretary.  Except as provided  below,  notice of any special
meeting of the Board of Directors,  stating the time,  place and purpose of such
special meeting, shall be given to each Director.

     Section 3.13. Notice of Meetings;  Waiver of Notice.  Notice of any meeting
of the Board of Directors  shall be deemed to be duly given to a Director (a) if
mailed to such  Director  addressed to him at his address as it appears upon the
books of the  corporation,  or at the address  last made known in writing to the
Corporation  by such  Director  as the  address to which such  notices are to be
sent,  at least five days before the day on which such meeting is to be held, or
(b) if sent to him at such address by  telegraph,  cable,  radio or wireless not
later than the day before the day on which such meeting is to be held, or (c) if
delivered to him personally or orally, by telephone or otherwise, not later than
the day  before the day on which such  meeting is to be held.  Each such  notice
shall state the time and place of the meeting and the purposes thereof.

     Notice of any  meeting of the Board of  Directors  need not be given to any
Director if waived by him in writing (or by telegram,  cable,  radio or wireless
and confirmed in writing)  whether  before or after the holding of such meeting,
or if such  Director  is present at such  meeting.  Any  meeting of the Board of
Directors shall be a duly constituted  meeting without any notice thereof having
been given if all Directors then in office shall be present thereat.

     Section  3.14.  Committees  of  Directors.  The Board of Directors  may, by
resolution or  resolutions  passed by a majority of the whole Board of Directors
designate one or more  committees,  each  committee to consist of one or more of
the Directors of the Corporation.

     Except as  hereinafter  provided,  vacancies in membership of any committee
shall be filled by the vote of a majority of the whole Board of  Directors.  The
Board of Directors may designate one or more  Directors as alternate  members of
any committee,  who may replace any absent or disqualified member at any meeting
of the  committee.  In the  absence  or  disqualification  of  any  member  of a
committee (arid his alternate  appointed  pursuant to the immediately  preceding
sentence,  if any), the member or members thereof present at any meeting and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in the place of any such  absent or  disqualified  member.  Members of a
committee  shall  hold  office for such  period as may be fixed by a  resolution
adopted by a majority  of the whole Board of  Directors,  subject,  however,  to
removal at any time by the vote of a majority of the whole Board of Directors.

     Section 3.15. Powers and Duties of Committees. Any committee, to the extent
provided in the resolution or resolutions  creating such  committee,  shall have
and may exercise  all the powers and  authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the  Corporation  to be affixed to all papers  which may  require it. No
such  committee  shall have the power or  authority  with regard to amending the
Certificate of Incorporation  adopting an agreement of merger or  consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the Corporation's property and assets,  recommending to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
or amending the Bylaws. The Board of Directors may, in the resolution creating a
committee, grant to such committee the power and authority to declare a dividend
or authorize the issuance of stock.

     Each  committee may adopt its own rules of procedure and may meet at stated
times or on such notice as such  committee  may  determine.  Except as otherwise
permitted by these  Bylaws,  each  committee  shall keep regular  minutes of its
proceedings and report the same to the Board of Directors when required.

     Section 3.16. Compensation of Directors. Each Director shall be entitled to
receive for  attendance  at each  meeting of the Board of  Directors or any duly
constituted  committee  thereof  which he  attends,  such fee as is fixed by the
Board and in connection  therewith  shall be reimbursed by the  Corporation  for
travel  expenses.  The fees to such  Directors  may be fixed in unequal  amounts
among  them,   taking  into  account  their  respective   relationships  to  the
Corporation  in other  capacities.  These  provisions  shall not be construed to
preclude any Director from receiving  compensation in serving the Corporation in
any other capacity.

     Section 3.17.  Action Without Meeting.  Unless otherwise  restricted by the
Certificate of  Incorporation,  any action  required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board of  Directors or of such  committee,  As the case may be, and such written
consent is filed with the minutes of  proceedings  of the Board of  Directors or
such committee.

     ARTICLE IV OFFICERS Section 4.1. Principal officers. The principal officers
of the Corporation  shall be elected by the Board of Directors and shall include
a Chairman of the Board,  a President,  a Secretary  and a Treasurer and may, at
the discretion of the Board of Directors, also include one or more Vice Chairmen
of the Board and one or more Vice  Presidents.  Except as otherwise  provided in
the  Certificate  of  Incorporation  or these  Bylaws,  one  person may hold the
offices  and  perform  the duties of any two or more of said  principal  offices
except the offices and duties of President and Vice  President or of Chairman of
the Board or President and  Secretary.  None of the  principal  officers need be
Directors of the Corporation.

     Section 4.2. Election of Principal Officers;  Term of Office. The principal
officers of the Corporation  shall be elected annually by the Board of Directors
at such annual meeting of the Board of Directors. Failure to elect any principal
officer annually shall not dissolve the Corporation.

     If the Board of  Directors  shall fail to fill any  principal  office at an
annual meeting, or if any vacancy in any principal office shall occur, or if any
principal office shall be newly created,  such principal office may be filled at
any regular or special meeting of the Board of Directors.

     Each  principal  officer  shall hold  office  until his  successor  is duly
elected and  qualified,  or until his  earlier  death,  resignation  or removal,
provided that the terms of office of all Vice Presidents  shall terminate at any
annual  meeting of the Board of  Directors  at which the  President  or any Vice
President is elected.

     Section 4.3. Subordinate Officers, Agents and Employees. In addition to the
principal officers,  the Corporation may have one or more Assistant  Treasurers,
Assistant Secretaries and such other subordinate officers,  agents and employees
as the Board of Directors may deem advisable, each of whom shall hold office for
such  period and have such  authority  and  perform  such duties as the Board of
Directors,  the Chairman of the Board, the President,  or any officer designated
by the  Board  of  Directors,  may from  time to time  determine.  The  Board of
Directors at any time may appoint and remove,  or may delegate to any  principal
officer the power to appoint and to remove,  any subordinate  officer,  agent or
employee of the Corporation.

     Section 4.4.  Delegation of Duties of Officers.  The Board of Directors may
delegate  the duties and powers of any officer of the  Corporation  to any other
officer or to any  Director  for a specified  period of time for any reason that
the Board of Directors may deem sufficient.

     Section 4.5.  Removal of officers.  Any officer of the  Corporation  may be
removed,,  with or without  cause,  by  resolution  adopted by a majority of the
Directors  then in office at any  regular  or  special  meeting  of the Board of
Directors or by a written consent signed by all of the Directors then in office.

     Section  4.6.  Resignations.  Any  officer may resign at any time by giving
written notice of resignation to the Board of Directors,  to the Chairman of the
Board,  to the President or to the Secretary.  Any such  resignation  shall take
effect  upon  receipt  of such  notice or at any later time  specified  therein.
Unless otherwise  specified in the notice the acceptance of a resignation  shall
not be necessary to make the resignation effective.

     Section 4.7. Chairman of the Board. The Chairman of the Board shall preside
at all  meetings of  stockholders  and of the Board of  Directors at which he is
present. The Chairman of the Board shall have such other powers and perform such
other  duties  as may be  assigned  to him  from  time to time by the  Board  of
Directors.

     Section 4.8. President. The President shall, in the absence of the Chairman
of the Board,  preside at all meetings of the  stockholders  and of the Board of
Directors at which he is present.  The  President  shall be the Chief  Executive
Officer of the Corporation and shall have general  supervision over the business
and affairs of the  Corporation  and shall be  responsible  for carrying out the
policies and  objectives  established  by the Board of Directors.  The President
shall  have  all  powers  and  duties  usually  incident  to the  office  of the
President,  except  as  specifically  limited  by a  resolution  of the Board of
Directors.  The  President  shall have such other  powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors.

     Section 4.9. Vice President.  In the absence or disability of the President
or if the  office of  President  be  vacant,  the Vice  Presidents  in the order
determined by the Board of Directors, or if no such determination has been made,
in the order of their  seniority,  shall  perform  the duties and  exercise  the
powers of the  President,  subject to the right of the Board of Directors at any
time to extend or confine  such  powers and duties or to assign  them to others.
Any Vice  President  may have such  additional  designation  in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the  President  shall  direct.  Each Vice  President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or-the President.

     Section  4.10.  Secretary.  The  Secretary  shall act as  Secretary  of all
meetings of  stockholders  and of the Board of Directors at which he is present,
shall record all the  proceedings  of all such meetings in a book to be kept for
that purpose,  shall have  supervision over the giving and service of notices of
the  Corporation,  and shall have  supervision  over the care and custody of the
records and seal of the  Corporation.  The Secretary shall be empowered to affix
the  corporate  seal to  documents,  the  execution  of which on  behalf  of the
Corporation  under its seal is duly  authorized,  and when so affixed may attest
the same. The Secretary shall have all powers and duties usually incident to the
office of Secretary, except as specifically limited by a resolution of the Board
of Directors.  The Secretary shall have such other powers and perform such other
duties as maybe  assigned to him from time to time by the Board of  Directors or
the President.

     Section  4.11.  Treasurer.  The  Treasurer  shall  report  directly  to the
President or such other  officer as the Board of Directors may from time to time
determine and shall carry out the duties hereinafter  specified under the direct
supervision of such officer.  The Treasurer shall have general  supervision over
the care and custody of the funds and over the receipts and disbursements of the
Corporation  and shall cause the funds of the Corporation to be deposited in the
name of the  Corporation  in such  banks or other  depositories  as the Board of
Directors may designate.  The Treasurer shall have supervision over the care and
safekeeping of the securities of the Corporation.  Subject to the first sentence
of this Section  4.11,  the Treasurer  shall have all powers and duties  usually
incident  to the  office of  Treasurer,  except  as  specifically  limited  by a
resolution of the Board of Directors. The Treasurer shall have such other powers
and perform such other duties as may be assigned to him from time to time by the
Board of Directors or the President.

     Section 4.12.  Bond. The Board of Directors shall have power, to the extent
permitted by law, to require any officer,  agent or employee of the  Corporation
to give bond for the faithful discharge of his duties in such form and with such
surety or sureties as the Board of Directors may determine.

                                    ARTICLE V
                                  CAPITAL STOCK

     Section 5.1.  Issuance of  Certificates of Stock.  Each  stockholder of the
Corporation  shall be entitled to a certificate or  certificates in such form as
shall be approved by the Board of Directors,  certifying the number of shares of
capital stock of the corporation owned by such stockholder.

     Section 5.2. Signatures on Stock  Certificates.  Certificates for shares of
capital  stock of the  Corporation  shall be  signed  by,  or in the name of the
Corporation by, the Chairman of the Board,  any Vice Chairman of the Board,  the
President or a Vice President and by, or in the name of the  Corporation by, the
Secretary,  the Treasurer, an Assistant Secretary or an Assistant Treasurer. Any
of or all 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 a  certificate  shall  have  ceased  to be such  officer,
transfer agent or registrar before such certificate is issued,  such certificate
may be issued by the  Corporation  with the same  effect as if such  signer were
such officer, transfer agent or registrar at the date of issue.

     Section 5.3. Stock Ledger.  A record of all  certificates for capital stock
issued by the Corporation shall be kept by the Secretary or any other officer or
employee of the Corporation designated by the Secretary or by any transfer clerk
or transfer agent  appointed  pursuant to Section 5.4 hereof.  Such record shall
show  the  name  and  address  of the  person,  firm  or  corporation  in  which
certificates for capital stock are registered,  the number of shares represented
by each  such  certificate,  the date of each such  certificate,  and in case of
certificates which have been canceled, the dates of cancellation thereof.

     The  Corporation  shall be entitled to treat the holder of record of shares
of capital  stock as shown on the stock  ledger as the owner  thereof and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings,  and for all other purposes.  The  Corporation  shall not be
bound to recognize  any  equitable or other claim to or interest in any share of
capital  stock on the part of any other  person  whether or not the  Corporation
shall have express or other notice thereof.

     Section 5.4. Regulations  Relating to Transfer.  The Board of Directors may
make such rules and regulations as it may deem expedient,  not inconsistent with
law, the  Certificate of  Incorporation  or these Bylaws,  concerning  issuance,
transfer and  registration  of  certificates  for shares of capital stock of the
Corporation.  The Board of Directors  may appoint,  or authorize  any  principal
officer to appoint,  one or more transfer  clerks or one or more transfer agents
and one or more registrars and may require all certificates for capital stock to
bear the signature or signatures of any of them.

     Section 5.5.  Transfers.  Transfers  of capital  stock shall be made on the
books of the  Corporation  only upon delivery to the corporation or its transfer
agent  of  (a) a  written  direction  of  the  registered  holder  named  in the
certificate or such holder's attorney lawfully  constituted in writing,  (b) the
certificate for the shares of capital stock being transferred, and (c) a written
assignment of the shares of capital stock evidenced thereby.

     Section 5.6.  Cancellation.  Each certificate for capital stock 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 (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.

     Section 5.7. Lost,  Destroyed,  Stolen and Mutilated  Certificates.  In the
event that any certificate for shares of capital stock of the Corporation  shall
be mutilated,  the  Corporation  shall issue a new  certificate in place of such
mutilated  certificate.  In case any such certificate  shall be lost,  stolen or
destroyed, the Corporation may, in the discretion of the Board of Directors or a
committee  designated  thereby with power so to act, issue a new certificate for
capital  stock in the place of any such lost,  stolen or destroyed  certificate.
The applicant for any substituted  certificate or  certificates  shall surrender
any  mutilated  certificate  or,  in the case of any lost,  stolen or  destroyed
certificate,  furnish  satisfactory  proof of such loss, theft or destruction of
such  certificate and of the ownership  thereof.  The Board of Directors or such
committee  may,  in its  discretion,  require  the owner of a lost or  destroyed
certificate,  or his representatives,  to furnish to the Corporation a bond with
an  acceptable  surety  or  sureties  and in such sum as will be  sufficient  to
indemnify  the  Corporation  against  any claim  that may be made  against it on
account of the lost, stolen or destroyed certificate or the issuance of such new
certificate.  A new certificate may be issued without  requiring a bond when, in
the judgment of the Board of Directors, it is proper to do so.

     Section  5.8.  Fixing of Record  Dates.  Unless  otherwise  provided in the
Certificate of Incorporation:

     (a) The Board of Directors  may fix a record date,  which shall not precede
the date upon which the  resolution  fixing  the  record  date is adopted by the
Board of Directors and which shall not be more than sixty nor less than ten days
before the date of any meeting of  stockholders,  for the purpose of determining
stockholders entitled to notice of or to vote at such meeting of stockholders or
any adjournment  thereof.  If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of  stockholders  shall be given at the close of  business  on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of  business  on the day next  preceding  the day on which the  meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the meetings;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     (b) The Board of Directors  may fix a record date,  which shall not precede
nor be more than ten days  after the date upon which the  resolution  fixing the
record date is adopted by the Board of Directors, for the purpose of determining
stockholders  entitled  to consent  to  corporate  action in  writing  without a
meeting. If no record date has been f ixed by the Board of Directors, the record
date for  determining  stockholders  entitled to consent to corporate  action in
writing  without a meeting,  when no prior  action by the Board of  Directors is
required,  shall be the first  date on which a signed  written  consent  setting
forth the action taken or proposed to be taken is  delivered to the  Corporation
by delivery to its  registered  office in the State of Delaware,  its  principal
place of business,  or an officer or agent of the Corporation  having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporationals registered office shall be by hand or by certified or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board of  Directors  and prior action by the Board of Directors is required,
the record date for  determining  stockholders  entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.

     (c) The Board of Directors  may fix a record date,  which shall not precede
the date upon which the  resolution  fixing the record date is adopted and which
shall not be more than  sixty  days  prior to such  action,  for the  purpose of
determining  stockholders  entitled to receive  payment of any dividend or other
distribution or allotment of any rights or stockholders entitled to exercise any
rights in respect of any change,  conversion,  or exchange of stock,  or for the
purpose of any other lawful action.  If no record date is fixed, the record date
for  determining  stockholders  for any such  purpose  shall be at the  close of
business  on the day on which  the  Board of  Directors  adopts  the  resolution
relating thereto.


                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 6.1.  Indemnification.  The  Corporation  shall, to the full extent
permitted by applicable law, indemnify any person (and the heirs,  executors and
administrators  of such  person) who, by reason of the f act that he is or was a
Director,  officer,  employee or agent of the  Corporation  or of a  constituent
corporation  absorbed by the Corporation in a  consolidation  or merger or is or
was serving at the request of the Corporation or such constituent corporation as
a director,  officer,  employee or agent of any other corporation,  partnership,
joint venture, trust or other enterprise,  was or is a party or is threatened to
be a party to:

     (a) any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  against expenses  (including  attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any such action,  suit or proceeding,
or,

     (b) any threatened,  pending or completed action or suit by or in the right
of the  Corporation  to  procure  a  judgment  in its  favor,  against  expenses
(including  attorneys,   fees)  actually  and  reasonably  incurred  by  him  in
connection with the defense or settlement of such action or suit.

     Expenses  incurred by a Director or officer of the Corporation in defending
an action, suit or proceeding  described in subsections (a) and (b) above may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding  upon receipt by the Corporation of an undertaking by or on behalf
of the  Director  or  officer  to repay such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized in this Section 6.1. Expenses incurred by an employee or agent of the
Corporation  who is not a Director or officer in defending such an action,  suit
or proceeding may be so paid by the Corporation upon, such terms and conditions,
if any, as the Board of Directors deems appropriate.

     Any  indemnification by the Corporation  pursuant hereto shall be made only
in the manner and to the  extent  authorized  by  applicable  law,  and any such
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may otherwise be entitled.

     Section6.2.  Indemnification Insurance. The Corporation shall have power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would have the power to indemnify him against such  liability  under  applicable
law.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section 7.1.  Corporate Seal. The seal of the Corporation shall be circular
in form  with the name of the  Corporation  in the  circumference  and the words
"Corporate Seal,  Delaware" in the center. The seal may be used by causing it to
be affixed or impressed,  or a facsimile  thereof may be reproduced or otherwise
used in such manner as the Board of Directors' may determine.

     Section 7.2. Fiscal Year. The fiscal year of the Corporation  shall be from
the 1st day of January to the 31st day of December,  inclusive, in each year, or
such other twelve consecutive months as the Board of Directors may designate.

     Section 7.3. Waiver of Notice.  Whenever any notice is required to be given
under any provision of law, the Certificate of Incorporation, or these Bylaws, a
written waiver thereof, signed by the person or persons entitled to such notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  Neither  the  business  to be  transacted  at, nor the  purpose of, any
regular  or  special  meeting of the  stockholders,  Directors,  or members of a
committee of Directors, need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation.

     Attendance of a person at a meeting shall  constitute a waiver of notice of
such meeting,  except when the person attends a 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.

     Section 7.4. Execution of Instruments, Contracts, Etc.

     (a) All checks,  drafts,  bills of exchange,  notes or other obligations or
orders for the payment of money  shall be signed in the name of the  Corporation
by the President or such other officer or officers or person or persons,  as the
Board of  Directors  may from time to time  designate.  (b) Except as  otherwise
provided by law, the Board of Directors,  any committee given specific authority
in the premises by the Board of Directors,  or any committee  given authority to
exercise  generally  the powers of the Board of Directors  during the  intervals
between meetings of the Board of Directors, may authorize any officer,  employee
or agent,  in the name of and on behalf of the  Corporation,  , to enter into or
execute and deliver deeds, bonds, mortgages,  contracts and other obligations or
instruments,  and  such  authority  may  be  general  or  confined  to  specific
instances.  (c) All applications,  written instruments and papers required by or
filed with any department of the United States Government or any state,  county,
municipal  or other  governmental  official or  authority,  may, if permitted by
applicable  law,  be executed in the name of the  Corporation  by any  principal
officer or subordinate officer of the Corporation,, or, to the extent designated
for such purpose from time to time by the Board of Directors,  by an employee or
agent of the Corporation.  Such designation may contain the power to substitute,
in the discretion of the person named, one or more other persons.

                                  ARTICLE VIII
                                   AMMENDMENTS

     Section  8.1. By  Stockholders.  These  Bylaws may be  amended,  altered or
repealed,  or new Bylaws may be adopted,  at any meeting of  stockholders by the
affirmative  vote of the holders of not less than a majority of the  outstanding
shares  of stock  entitled  to vote  thereat,  provided  that,  in the case of a
special  meeting,  notice that an amendment is to be  considered  and acted upon
shall be inserted in the notice or waiver of notice of said meeting.

     Section 8.2. By Directors.  To the extent  permitted by the  Certificate of
Incorporation,  these Bylaws may be amended,  altered or repealed, or new Bylaws
may be adopted,  at any regular or special  meeting of the Board of Directors by
(he affirmative vote of a majority of the whole Board.

                            Robert J. Nagy, Secretary
                                      1993