AMENDED AND RESTATED


                                     BYLAWS

                                       OF

                             GLENGATE APPAREL, INC.


                                    ARTICLE I
                                     OFFICES


                  The  registered   office  of  Glengate   Apparel,   Inc.  (the
"Corporation") in the State of New Jersey is 207 Sheffield Street, Mountainside,
New Jersey 07092. The name of the Corporation's registered agent at such address
is George J. Gatesy.  The  Corporation  may also have such other offices at such
other  places,  within  or  without  the  State of New  Jersey,  as the Board of
Directors of the  Corporation  (the "Board") may from time to time  designate or
the business of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

                  Section 1. Annual Meeting:  The annual meeting of shareholders
for the election of directors and the transaction of any other business shall be
held on such  date,  in such city and state and at such time and place as may be
designated  by the  Board and set forth in the  notice of such  meeting.  At the
annual  meeting any business may be transacted  and any corporate  action may be
taken,  whether  stated in the  notice of meeting  or not,  except as  otherwise
expressly  provided by law, the Certificate of Incorporation  and the amendments
thereto or these Bylaws.

                  Section  2.  Special   Meetings:   Special   meetings  of  the
shareholders  for any  purpose  may be  called  at any time  with the  unanimous
consent  of the  Board.  At  the  direction  of the  Board  any  officer  of the
Corporation may call a special  meeting.  Special meetings shall be held at such
place or places  within or without the State of New Jersey as shall from time to
time be designated  by the Board and stated in the notice of such meeting.  At a
special meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.

                  Section 3. Notice of Meetings:  Written notice of the time and
place of any shareholder's meeting, whether annual or special, shall be given to
each shareholder  entitled to vote thereat,  by personal  delivery or by mailing
the same to him at his  address  as the same  appears  upon the  records  of the
Corporation  at least ten (10) days but not more than sixty (60) days before the
day of the meeting.  Notice of any adjourned meeting need not be given except by
announcement at the meeting so adjourned, unless otherwise ordered in connection
with such  adjournment.  Such further  notice,  if any, shall be given as may be
required by law.

                  Section  4.  Quorum:  Any  number  of  shareholders,  together
holding  at  least a  majority  of the  shares  of the  Corporation  issued  and
outstanding  and entitled to vote, who shall be present in person or represented
by  proxy  at any  meeting  duly  called,  shall  constitute  a  quorum  for the
transaction  of all  business,  except  as  otherwise  provided  by law,  by the
Certificate of Incorporation and the amendments thereto or by these Bylaws.

                  Section  5.  Adjournment  of  Meetings:  If less than a quorum
shall attend at the time for which a meeting shall have been called, the meeting
may adjourn from time to time by a majority vote of the shareholders  present or
represented  by  proxy  and  entitled  to  vote  without  notice  other  than by
announcement at the meeting until a quorum shall attend.  Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the shareholders present or
represented  by proxy and entitled to vote. At any adjourned  meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken  which  might have been  transacted  at the  meeting as  originally
called.
<PAGE>

                  Section 6. Voting List: The Secretary  shall prepare and make,
at least ten (10) days before every  election of  directors,  a complete list of
the shareholders  entitled to vote,  arranged in alphabetical  order and showing
the address of each  shareholder  and the number of shares of each  shareholder.
Such list shall be open at a designated place within the city where the election
is to be held for said ten (10) days, to the examination of any shareholder, and
shall be produced  and kept at the time and place of  election  during the whole
time  thereof,  and  subject to the  inspection  of any  shareholder  who may be
present.

                  Section 7. Voting:  Each  shareholder  entitled to vote at any
meeting may vote either in person or by proxy, but no proxy shall be voted on or
after eleven (11) months from its date,  unless said proxy provides for a longer
period. Except as provided in the Corporation's Certificate of Incorporation and
the amendments thereto, each shareholder entitled to vote shall at every meeting
of the  shareholders  be entitled to one vote for each share  registered  in his
name on the record of shareholders. At all meetings of shareholders all matters,
except as otherwise  provided by law or the Certificate of Incorporation and the
amendments thereto,  shall be determined by the affirmative vote of the majority
of shares  present  in person or by proxy and  entitled  to vote on the  subject
matter. Voting at meetings of shareholders need not be by written ballot.

                  Section  8.  Record  Date  of   Shareholders:   The  Board  is
authorized to fix in advance a date not exceeding  sixty (60) days nor less than
ten (10) days preceding the date of any meeting of shareholders, or the date for
the payment of any  dividend,  or the date for the  allotment of rights,  or the
date when any change or  conversion  or exchange of shares shall go into effect,
or a date in  connection  with  obtaining  the consent of  shareholders  for any
purposes, as a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting,  and any  adjournment  thereof,  or
entitled to receive  payment of any such  dividend,  or to any such allotment of
rights,  or to exercise the rights in respect of any such change,  conversion or
exchange  of  shares,  or  to  give  such  consent,  and,  in  such  case,  such
shareholders  and only such  shareholders  as shall be shareholders of record on
the date so fixed  shall be  entitled  to such  notice of, and to vote at,  such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent,  as the case may be,  notwithstanding any transfer of any shares on the
books of the Corporation, after such record date fixed as aforesaid.

                  Section 9.  Conduct of Meetings:  The Board shall  designate a
chairman  for its regular or special  meetings  (for  purposes of this Section 9
such  designated  chairman shall  hereinafter be referred to as the "Chairman of
the Board").  The Chairman of the Board or the  President or any Vice  President
designated by the Chairman of the Board, shall preside at all regular or special
meetings of shareholders. To the maximum extent permitted by law, such presiding
person shall have the power to set procedural  rules,  including but not limited
to rules  respecting the time allotted to shareholders  to speak,  governing all
aspects of the conduct of such meetings. The Secretary of the Corporation, or in
the Secretary's absence an Assistant Secretary,  shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present, the
presiding  officer of the meeting  shall  appoint  any person  present to act as
secretary of the meeting.

                  Section 10. Action  Without  Meeting:  Any action  required or
permitted to be taken at any annual or special  meeting of  shareholders  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  outstanding  shares  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 and shall be
delivered to the  Corporation by delivery to its registered  office in the State
of New Jersey,  its principal  place of business,  or an officer or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
shareholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail,  return receipt  requested.
Prompt  notice of the taking of the corporate  action  without a meeting by less
than unanimous written consent shall be given to those shareholders who have not
consented in writing.
<PAGE>

                                   ARTICLE III
                                    DIRECTORS

                  Section 1. Number and Term of Office:  The Board shall consist
of seven (7)  directors  divided into three  classes,  each class having a three
year term of office such that the term of one class shall expire each year.  The
directors need not be shareholders.

                  Section 2.  Election of  Directors:  The directors  shall be
elected by the shareholders at the annual meeting of shareholders.

                  Section 3.  Duration of Office:  The  directors  chosen at any
annual meeting  shall,  except as  hereinafter  provided,  hold office until the
expiration  of their term of office and until their  successors  are elected and
qualify.

                  Section 4. Removal and Resignation of Directors:  Any director
may be  removed  from the Board  with or  without  cause,  by the  holders  of a
majority of the shares  entitled to vote,  either by written consent or consents
or at any special meeting of the shareholders  called for that purpose,  and the
office of such director shall forthwith become vacant.

                  Any director may resign at any time.  Such  resignation  shall
take effect at the time specified therein,  and if no time be specified,  at the
time  of  its  receipt  by the  President  or  Secretary.  The  acceptance  of a
resignation  shall not be  necessary to make it  effective,  unless so specified
therein.

                  Section  5.  Filling  of  Vacancies:  Any  vacancy  among  the
directors,  occurring  from any cause  whatsoever,  may be filled by a unanimous
affirmative  vote  of  the  remaining  directors,  provided  however,  that  the
shareholders  removing  any  director  may at the same  meeting fill the vacancy
caused by such removal, and provided further, that if the directors fail to fill
any such vacancy,  the  shareholders  may at any special meeting called for that
purpose fill such  vacancy.  In case of any increase in the number of directors,
the  additional  directors may be elected by the directors in office before such
increase.

                  Any  person  elected  to fill a  vacancy  shall  hold  office,
subject to the right of removal as hereinbefore provided,  until the next annual
election and until his successor is elected and qualifies.

                  Section 6.  Regular  Meetings.  The Board shall hold an annual
meeting for the purpose of  organization  and the  transaction  of any  business
immediately after the annual meeting of the  shareholders,  provided a quorum of
directors is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board.

                  Section 7.  Special  Meetings.  Special  meetings of the Board
may be called  with the  unanimous consent of the Board. The Board may appoint
any officer of the Corporation to call a special meeting.

                  Section 8. Notice and Place of Meetings: Meetings of the Board
may be held at the principal office of the  Corporation,  or at such other place
as shall be stated in the notice of such meeting. Notice of any special meeting,
and,  except as the Board may otherwise  determine by resolution,  notice of any
regular meeting also,  shall be mailed to each director  addressed to him at his
residence  or usual  place of business at least five (5) days before the date on
which the meeting is to be held, or if sent to him at such place by telegraph or
cable,  or delivered  personally or by  telephone,  not later than four (4) days
before the day on which the meeting is to be held.

                  Section 9. Business Transacted at Meetings, etc.: Any business
may be  transacted  and any  corporate  action  may be taken at any  regular  or
special  meeting of the Board at which a quorum  shall be present,  whether such
business  or  proposed  action be stated in the  notice of such  meeting or not,
unless special  notice of such business or proposed  action shall be required by
law.
<PAGE>

                  Section  10.  Quorum:  A majority  of the Board at any time in
office shall  constitute a quorum.  At any meeting at which a quorum is present,
the vote of a  majority  of the  members  present  shall be the act of the Board
unless the act of a greater  number is  specifically  required  by law or by the
Certificate of  Incorporation  and the amendments  thereto or these Bylaws.  The
members  of the Board  shall act only as the  Board and the  individual  members
thereof shall not have any powers as such.

                  Section 11. Compensation:  Unless otherwise restricted by law,
the Certificate of Incorporation and the amendments thereto or these Bylaws, the
Board shall have the authority to fix  compensation of directors.  The directors
shall be reimbursed for their expenses, if any, of attendance at each meeting of
the Board and may be paid either a fixed sum for  attendance  at each meeting of
the Board and/or a stated salary as director.  Members of the  committees of the
Board may be allowed like compensation.  Nothing herein contained shall preclude
any director from serving the Corporation in any other capacity,  as an officer,
agent or otherwise, and receiving compensation therefor.

                  Section 12. Action Without a Meeting:  Any action  required or
permitted to be taken at any meeting of the Board or any committee thereof,  may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent  thereto in writing,  and the writing or writings are filed with
the minutes of the proceedings of the Directors or committee.

                  Section 13. Meetings Through Use of Communications  Equipment:
Members of the Board, or any committee designated by the Board, shall, except as
otherwise  provided by law, the Certificate of Incorporation  and the amendments
thereto  or these  Bylaws,  have the power to  participate  in a meeting  of the
Board,  or  any  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 such participation shall constitute presence in
person at the meeting.
<PAGE>

                                   ARTICLE IV
                                   COMMITTEES

                  Section 1. Executive  Committee:  The Board may, by resolution
passed by all of the Board,  designate two or more of their number to constitute
an  Executive  Committee  to hold  office at the  pleasure  of the Board,  which
Committee shall,  during the intervals  between meetings of the Board,  have and
exercise  all of the powers of the Board in the  management  of the business and
affairs of the Corporation,  subject only to such restrictions or limitations as
the  Board  may from  time to time  specify,  or as  limited  by the New  Jersey
Business Corporation Act (the "Act"), and shall have power to authorize the seal
of the Corporation to be affixed to all papers which may require it.

                  Any member of the  Executive  Committee  may be removed at any
time, with or without cause, by a resolution of the entire Board.

                  Any person  ceasing to be a director shall ipso facto cease to
be a member of the Executive Committee.

                  Any  vacancy in the  Executive  Committee  occurring  from any
cause  whatsoever  may be filled from among the directors by a resolution of all
of the Board.

                  Section 2. Other Committees:  Other committees,  whose members
need not be directors, may be appointed by the Board or the Executive Committee,
which  committees shall consist of one or more members and shall hold office for
such time and have such powers and perform  such duties as may from time to time
be assigned to them by the Board or the Executive Committee.

                  Any  member of such a  committee  may be  removed at any time,
with or without cause, by the Board or the Executive Committee. Any vacancy in a
committee  occurring from any reason whatsoever may be filed by the Board or the
Executive Committee.

                  Section 3.  Resignation:  Any member of a committee may resign
at any time. Such resignation  shall be made in writing and shall take effect at
the time  specified  therein,  or, if no time be  specified,  at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary to make it effective unless so specified therein.

                  Section 4.  Quorum:  A majority  of the members of a committee
shall  constitute a quorum.  The act of a majority of the members of a committee
present at any  meeting  at which a quorum is  present  shall be the act of such
committee.  The members of a committee  shall act only as a  committee,  and the
individual members thereof shall not have any powers as such.

                  Section 5. Record of  Proceedings,  etc.: Each committee shall
keep a record  of its acts and  proceedings,  and shall  report  the same to the
Board when and as required by the Board.

                  Section 6. Organization,  Meetings, Notices, etc.: A committee
may hold its  meetings at the  principal  office of the  Corporation,  or at any
other place which a majority of the committee  may at any time agree upon.  Each
committee may make such rules as it may deem  expedient for the  regulation  and
carrying on of its meetings and  proceedings.  Unless  otherwise  ordered by the
Executive  Committee,  any notice of a meeting of such committee may be given by
the Secretary of the  Corporation  or by the chairman of the committee and shall
be  sufficiently  given if mailed to each member at his residence or usual place
of  business at least five (5) days before the day on which the meeting is to be
held,  or if sent to him at such  place by  telegraph  or  cable,  or  delivered
personally  or by telephone not later then four (4) days before the day on which
the meeting is to be held.

                  Section 7.  Compensation.  The members of any  committee
shall be entitled to such  compensation as may be allowed them by resolution
of the Board.

<PAGE>

                                    ARTICLE V
                                    OFFICERS

                  Section 1. Number:  The officers of the Corporation shall be a
President,  one or more Vice Presidents,  a Secretary and a Treasurer,  and such
other officers as may be appointed in accordance  with the provisions of Section
3 of this  Article V. The Board in its  discretion  may also elect a Chairman of
the Board.

                  Section 2. Election,  Term of Office and  Qualifications:  The
officers,  except as provided in Section 3 of this Article V, shall be chosen by
the Board. Each such officer shall,  except as herein otherwise  provided,  hold
office until his successor  shall have been chosen and shall qualify.  Except as
otherwise provided by law, any number of offices may be held by the same person.

                  Section 3. Other Officers:  Other  officers,  including one or
more additional vice-presidents,  assistant secretaries or assistant treasurers,
may from time to time be appointed by the Board, which other officers shall have
such powers and  perform  such duties as may be assigned to them by the Board or
the officer or committee appointing them.

                  Section 4. Removal of Officers:  Subject to the  provisions of
the Certificate of Incorporation and the amendments thereto,  any officer of the
Corporation may be removed from office,  with or without cause, by a vote of all
of the members of the Board.

                  Section 5.  Resignation:  Any officer of the  Corporation  may
resign at any time. Such  resignation  shall be in writing and shall take effect
at the time specified therein,  and if no time be specified,  at the time of its
receipt by the President or Secretary. The acceptance of a resignation shall not
be necessary in order to make it effective, unless so specified therein.

                  Section 6. Filling of Vacancies:  Subject to the provisions of
the Certificate of Incorporation  and the amendments  thereto,  a vacancy in any
office  shall  be  filled  by the  Board  or by  the  authority  appointing  the
predecessor in such office.

                  Section 7.  Compensation.  The  compensation  of the officers
shall be fixed by the Board,  or by any committee upon whom power in that regard
may be conferred by the Board.

                  Section 8. Chairman of the Board of Directors. The Chairman of
the Board of Directors  shall be a director and shall preside at all meetings of
the Board at which he shall be  present,  and shall have such power and  perform
such additional duties as may from time to time be assigned to him by the Board.

                  Section 9.  President:  The  President  shall,  when  present,
preside at all meetings of the shareholders  and, in the absence of the Chairman
of the Board,  at  meetings  of the Board.  He shall have power to call  special
meetings of the  shareholders  or of the Board or of the Executive  Committee at
any time. He shall be the chief executive officer of the Corporation,  and shall
have  the  general  direction  of the  business,  affairs  and  property  of the
Corporation,  and of its several officers,  and shall have and exercise all such
powers and discharge such duties as usually pertain to the office of President.

                  Section 10. Vice Presidents:  The Vice  Presidents,  or any of
them,  shall,  subject  to the  direction  of the Board,  at the  request of the
President or in his absence,  or in case of his  inability to perform his duties
from any cause, perform the duties of the President,  and, when so acting, shall
have all the powers of, and be subject to all restrictions  upon, the President.
The Vice  Presidents  shall also perform such other duties as may be assigned to
them by the Board, and the Board may determine the order of priority among them.
<PAGE>

                  Section 11.  Secretary:  The  Secretary  shall  perform such
duties as are incident to the office of Secretary, or as may from time to time
be assigned to him by the Board, or as are prescribed by these Bylaws.

                  Section 12. Assistant Secretaries: The Assistant Secretary, if
there be one, or, if there are more than one, the Assistant  Secretaries  in the
order  determined  by the  President  or the  Board,  shall,  in the  absence or
disability of the Secretary, perform such duties and exercise such powers as are
incident to the office of Secretary,  or as may from time to time be assigned to
him by the President or Board, or as prescribed by these Bylaws.

                  Section  13.  Treasurer:  The  Treasurer  shall  perform  such
duties  and  have  powers  as are incident to the office of Treasurer or which
may be assigned to him by the Board.

                  Section 14. Assistant Treasurers:  The Assistant Treasurer, if
there be one, or, if there are more than one, the  Assistant  Treasurers  in the
order  determined  by the  President  or the  Board,  shall,  in the  absence or
disability of the Treasurer, perform such duties and exercise such powers as are
incident to the office of Treasurer,  or as may from time to time be assigned to
him by the President or Board, or as prescribed by these Bylaws.
<PAGE>

                                   ARTICLE VI
                                     SHARES

                  Section 1.  Issue of Share  Certificates:  Share  certificates
shall be in such form as shall be approved by the Board.  They shall be numbered
in the order of their  issue and shall be signed by the  Chairman  of the Board,
the President or one of the Vice  Presidents,  and the Secretary or an Assistant
Secretary  or the  Treasurer  or an  Assistant  Treasurer,  and the  seal of the
Corporation  or a facsimile  thereof shall be impressed or affixed or reproduced
thereon;  provided,  however,  that  where  such  certificates  are  signed by a
transfer  agent or an assistant  transfer agent or by a transfer clerk acting on
behalf of the Corporation and a registrar, the signature of any such Chairman of
the Board, President, Vice President,  Secretary, Assistant Secretary, Treasurer
or Assistant  Treasurer  may be  facsimile.  In case any officer or officers who
shall have signed,  or whose facsimile  signature or signatures  shall have been
used on any such  certificate or certificates  shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before  such  certificate  or  certificates  shall  have been  delivered  by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation  and be issued and  delivered  as though  the person or persons  who
signed  such  certificate  or  certificates,  or whose  facsimile  signature  or
signatures  shall have been used  thereon  have not ceased to be such officer or
officers of the Corporation.

                  Section 2.  Registration  and Transfer of Shares:  The name of
each person owning a share of the  Corporation  shall be entered on the books of
the  Corporation  together with the number of shares held by him, the numbers of
the  certificates   covering  such  shares  and  the  dates  of  issue  of  such
certificates.  The shares of the Corporation  shall be transferable on the books
of the Corporation by the holders thereof in person, or by their duly authorized
attorneys  or  legal   representatives,   on  surrender  and   cancellation   of
certificates for a like number of shares,  accompanied by an assignment or power
of transfer endorsed thereon or attached thereto,  duly executed,  and with such
proof of the  authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer.

                  The Board may make  other and  further  rules and  regulations
concerning the transfer and registration of share certificates and may appoint a
transfer  agent or registrar or both and may require all share  certificates  to
bear the signature of either or both.

                  Section 3. Lost,  Destroyed  and Mutilated  Certificates:  The
holder of any shares of the Corporation shall immediately notify the Corporation
of any loss, theft,  destruction or mutilation of the certificates therefor. The
Corporation  may issue a new share  certificate in the place of any  certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, and the
Board may, in its discretion, require the owner of the lost, stolen or destroyed
certificate,  or his legal  representatives,  to give the Corporation a bond, in
such sum not  exceeding  double the value of the shares and with such  surety or
sureties as they may require, to indemnify it against any claim that may be made
against it by reason of the issue of such new  certificate and against all other
liability in the premises, or may remit such owner to such remedy or remedies as
he may have under the laws of the State of New Jersey.

                                   ARTICLE VII
                            DIVIDENDS, SURPLUS, ETC.

                  The Board  shall  have  power to fix and vary the amount to be
set aside or reserved as working capital of the Corporation,  or as reserves, or
for other proper purposes of the  Corporation,  and, subject to the requirements
of the Certificate of  Incorporation  and all amendments  thereto,  to determine
whether  any part of the  surplus  or net  profits of the  Corporation  shall be
declared as dividends and paid to the holders of shares entitled thereto, and to
fix the date or dates for the payment of dividends.

                                  ARTICLE VIII
                                 INDEMNIFICATION

                  The  Corporation   shall  indemnify  any  director,   officer,
employee or agent of the  Corporation,  or other person,  to the fullest  extent
permitted by law.
<PAGE>

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

                  Section 1. Fiscal Year:  The fiscal year of the  Corporation
 shall  commence on the first day of October of each year.

                  Section 2. Corporate Seal: The corporate seal shall be in such
form as  approved  by the  Board  and may be  altered  at  their  pleasure.  The
corporate seal may be used by causing it or a facsimile  thereof to be impressed
or affixed or reproduced or otherwise.

                  Section 3. Notices:  Except as otherwise  expressly  provided,
any notice  required by these Bylaws to be given shall be sufficient if given by
depositing the same in a post office or letter box in a sealed postpaid envelope
addressed to the person  entitled  thereto at his  address,  as the same appears
upon the books of the  Corporation,  or by delivery by overnight  courier,  hand
delivery or facsimile to such person at such addresses; and such notice shall be
deemed to be given at the time it is mailed, hand delivered or faxed.

                  Section 4. Waiver of Notice:  Any  shareholder or director may
at any time, by writing or by telegraph or by cable,  waive any notice  required
to be given under these  Bylaws,  and if any  shareholder  or director  shall be
present at any meeting, his presence shall constitute a waiver of such notice.

                  Section 5. Checks,  Drafts, etc.: All checks,  drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the  Corporation,  shall be signed by such  officer or  officers,
agent or agents of the  Corporation,  and in such manner,  as shall from time to
time be designated by resolution of the Board.

                  Section 6.  Deposits:  All funds of the  Corporation  shall be
deposited  from time to time to the  credit of the  Corporation  in such bank or
banks, trust companies or other  depositories as the Board may select,  and, for
the purpose of such deposit,  checks, drafts,  warrants and other orders for the
payment  of money  which are  payable  to the order of the  Corporation,  may be
endorsed for deposit,  assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board or the President may authorize
for that purpose.

                  Section  7.  Voting  Shares of Other  Corporations:  Except as
otherwise ordered by the Board or an Executive  Committee,  the President or the
Treasurer  shall have full power and authority on behalf of the  Corporation  to
attend  and to act  and  to  vote  at any  meeting  of the  shareholders  of any
corporation  of which the  Corporation is a shareholder or at any meeting of the
partners of a partnership of which the Corporation is a partner and to execute a
proxy to any other person to represent the Corporation at any such meeting,  and
at any such  meeting the  President  or the  Treasurer or the holder of any such
proxy, as the case may be, shall possess and may exercise any and all rights and
powers  incident to ownership of such shares or partnership  interest and which,
as owner thereof, the Corporation might have possessed and exercised if present.
The Board or an  Executive  Committee  may from time to time  confer like powers
upon any other person or persons.

                                    ARTICLE X
                                   AMENDMENTS

                  The Board shall have the power to make, rescind,  alter, amend
and repeal these Bylaws,  provided,  however,  that the shareholders  shall have
power to rescind,  alter,  amend or repeal any Bylaws made by the Board,  and to
enact Bylaws which if so expressed shall not be rescinded,  altered,  amended or
repealed by the Board.  No change of the time or place for the annual meeting of
the  shareholders  for  the  election  of  directors  shall  be made  except  in
accordance with the laws of the State of New Jersey.