AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                      HOSPITALITY WORLDWIDE SERVICES, INC.
                        (F/K/A LIGHT SAVERS U.S.A, INC.)

                   (FORMED UNDER THE LAWS OF THE STATE OF NEW
        YORK) (AS AMENDED AND RESTATED ON JULY 14, 1997 AND JULY 6, 1998)


                                    ARTICLE I
                                     OFFICES

         Section 1. OFFICES.  The  Corporation  may have  offices at such places
both within or without the State of New York as the Board of Directors  may from
time to time determine 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 for the  transaction  of such other  business as may
properly  be  brought  before the  meeting  shall be held at a time fixed by the
Board of Directors. If this date shall fall upon a legal holiday at the place of
the meeting, then such meeting shall be held on the next succeeding business day
at the same hour. If no annual meeting is held in accordance  with the foregoing
provisions,  the Board of  Directors  shall cause the meeting to be held as soon
thereafter as convenient.

         Section 2. SPECIAL  MEETINGS.  Special meetings of the shareholders may
be called by the Board of Directors. Any such meeting shall be held at such time
and at such place, within or without the New York, as shall be determined by the
Board and as shall be stated in the notice of such meeting. At such meetings the
only  business  which may be  transacted  is that  relating  to the  purpose  or
purposes set forth in the notice thereof.

         Section 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at
such  place,  within or  without  the State of New York,  as may be fixed by the
Board of Directors.  If no place is so fixed, such meetings shall be held at the
office of the Corporation in the State of New York.

         Section 4. NOTICE OF MEETINGS.  Notice of each meeting of  shareholders
shall be given in  writing  and  shall  state  the  place,  date and hour of the
meeting and the purpose or purposes


<PAGE>
for which the meeting is called. Notice of a special meeting shall indicate that
it is being issued by or at the  direction  of the person or persons  calling or
requesting the meeting.

                  If, at any  meeting,  action  is  proposed  to be taken  which
would,  if taken,  entitle  objecting  shareholders to receive payment for their
shares, the notice shall include a statement of that purpose and to that effect.

                  A  copy  of  the  notice  of  each  meeting  shall  be  given,
personally  or by first  class  mail,  not less  than ten nor more  than 50 days
before the date of the  meeting,  to each  shareholder  entitled to vote at such
meeting.  If mailed,  such notice is given when  deposited in the United  States
mail, with postage thereon  prepaid,  directed to the shareholder at his address
as it appears on the record of shareholders, or, if he shall have filed with the
Secretary of the  Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address.

                  When a meeting is adjourned to another time or place, it shall
not be  necessary  to give any notice of the  adjourned  meeting if the time and
place to which the meeting is  adjourned  are  announced at the meeting at which
the  adjournment  is taken,  and at the  adjourned  meeting any  business may be
transacted  that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each  shareholder  of record on the new record date entitled to notice under the
preceding paragraphs of this Section 4.

         Section 5. WAIVER OF NOTICE. Notice of meeting need not be given to any
shareholder  who  submits  a signed  waiver  of  notice,  in person or by proxy,
whether  before or after the meeting.  The  attendance of any  shareholder  at a
meeting,  in person or by proxy,  without  protesting prior to the conclusion of
the meeting the lack of notice of such  meeting,  shall  constitute  a waiver of
notice by him.

         Section 6. INSPECTORS OF ELECTION.  The Board of Directors,  in advance
of any shareholders'  meeting,  may appoint one or more inspectors to act at the
meeting or any  adjournment  thereof.  If inspectors  are not so appointed,  the
person  presiding  at a  shareholders'  meeting  may,  and on the request of any
shareholder entitled to vote thereat shall, appoint two inspectors.  In case any
person  appointed  fails  to  appear  or  act,  the  vacancy  may be  filled  by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector,  before entering upon the discharge of
his  duties,  shall take and sign an oath  faithfully  to execute  the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability.

                                       -2-

<PAGE>
                  The   inspectors   shall   determine   the  number  of  shares
outstanding and the voting power of each, the shares represented at the meeting,
the  existence of a quorum,  and the  validity and effect of proxies,  and shall
receive  votes,  ballots or consents,  hear and  determine  all  challenges  and
questions  arising in connection with the right to vote,  count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the  inspectors  shall make a report in writing of any  challenge,  question  or
matter  determined by them and execute a certificate  of any fact found by them.
Any report or  certificate  made by them shall be prima  facie  evidence  of the
facts stated and of the vote as certified by them.

         Section 7. LIST OF SHAREHOLDERS AT MEETINGS.  A list of shareholders as
of the record date,  certified by the Secretary or any Assistant Secretary or by
a transfer  agent,  shall be produced at any  meeting of  shareholders  upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged,  the inspectors of election, or person presiding thereat,
shall require such list of  shareholders to be produced as evidence of the right
of the persons  challenged to vote at such  meeting,  and all persons who appear
from such list to be  shareholders  entitled  to vote  thereat  may vote at such
meeting.

         Section 8.  QUALIFICATION OF VOTERS.  Unless otherwise  provided in the
certificate of  incorporation,  every shareholder of record shall be entitled at
every meeting of  shareholders  to one vote for every share standing in his name
on the record of shareholders.

                  Treasury  shares as of the record  date and shares  held as of
the record date by another domestic or foreign  corporation of any type or kind,
if a majority of the shares  entitled to vote in the  election of  directors  of
such other  corporation is held as of the record date by the Corporation,  shall
not be shares  entitled to vote or to be counted in determining the total number
of outstanding shares.

                  Shares   held  by  an   administrator,   executor,   guardian,
conservator,  committee,  or other fiduciary,  except a trustee, may be voted by
him,  either in person or by proxy,  without  transfer  of such  shares into his
name.  Shares  held by a  trustee  may be voted by him,  either  in person or by
proxy,  only after the shares have been  transferred into his name as trustee or
into the name of his nominee.

                  Shares  standing  in the name of another  domestic  or foreign
corporation of any type or kind may be voted by such officer,  agent or proxy as
the  by-laws  of such  corporation  may  provide,  or,  in the  absence  of such
provision, as the board of directors of such corporation may determine.

                                       -3-

<PAGE>
                  A shareholder shall not sell his vote or issue a proxy to vote
to any person for any sum of money or anything of value  except as  permitted by
law.

         Section 9.  QUORUM OF  SHAREHOLDERS.  The  holders of a majority of the
shares  entitled  to vote  thereat  shall  constitute  a quorum at a meeting  of
shareholders for the transaction of any business, provided that when a specified
item of business  is  required to be voted on by a class or series,  voting as a
class,  the  holders of a majority  of the shares of such class or series  shall
constitute a quorum for the transaction of such specified item of business.

                  When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.

                  The shareholders who are present in person or by proxy and who
are  entitled  to vote may,  by a majority  of votes  cast,  adjourn the meeting
despite the absence of a quorum.

         Section 10. PROXIES. Every shareholder entitled to vote at a meeting of
shareholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for him by proxy.

                  Every  proxy  must  be  signed  by  the   shareholder  or  his
attorney-in-fact. No proxy shall be valid after the expiration of 11 months from
the date thereof unless  otherwise  provided in the proxy.  Every proxy shall be
revocable at the pleasure of the  shareholder  executing it, except as otherwise
provided by law.

                  The  authority  of the  holder  of a proxy to act shall not be
revoked by the  incompetence  or death of the shareholder who executed the proxy
unless before the authority is exercised,  written notice of an  adjudication of
such incompetence or of such death is received by the Secretary or any Assistant
Secretary.

                  Section 11. VOTE OR CONSENT OF SHAREHOLDERS.  Directors shall,
except as otherwise required by law, be elected by a plurality of the votes cast
at a meeting of  shareholders  by the holders of shares  entitled to vote in the
election.

                  Whenever  any  corporate  action,  other than the  election of
directors,  is to be taken by vote of the  shareholders,  it  shall,  except  as
otherwise  required by law, be  authorized  by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.

                  Whenever  shareholders  are  required or permitted to take any
action by vote,  such action may be taken without a meeting on written  consent,
setting  forth the action so taken,  signed by the  holders  of all  outstanding
shares  entitled to vote thereon.  Written  consent thus given by the holders of
all outstanding shares

                                       -4-

<PAGE>
entitled to vote shall have the same effect as a unanimous vote of shareholders.

         Section 12.  FIXING  RECORD DATE.  For the purpose of  determining  the
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any adjournment  thereof,  or to express consent to or dissent from any proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action,  the Board of Directors may fix, in advance, a date
as the record date for any such  determination of shareholders.  Such date shall
not be more than 50 nor less than ten days before the date of such meeting,  nor
more than 50 days prior to any other action.

                  When a  determination  of  shareholders  of record entitled to
notice of or to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof,  unless
the Board of Directors fixes a new record date for the adjourned meeting.


                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. POWER OF BOARD AND QUALIFICATION OF DIRECTORS.  The business
of the Corporation shall be managed by the Board of Directors,  who may exercise
all of the powers of the  corporation  except as otherwise  provided by law, the
certificate of incorporation  or these by-laws.  Each director shall be at least
18 years of age.

         Section 2. NUMBER OF  DIRECTORS.  The number of directors  constituting
the entire Board of Directors shall be the number,  not less than three nor more
than  fifteen,  fixed  from time to time by a  majority  of the total  number of
directors which the Corporation  would have,  prior to any increase or decrease,
if there were no vacancies,  provided,  however,  that no decrease shall shorten
the term of an incumbent director, and provided further, however, that if all of
the shares of the Corporation are owned  beneficially and of record by less than
three shareholders,  the number of directors may be less than three but not less
than the number of shareholders. Any newly created directorships or any decrease
in  directorships  shall be so  apportioned  among  the  classes  as to make all
classes as nearly equal in number as possible.

         Section 3. ELECTION AND TERM. The directors shall be divided into three
classes, each with, as nearly as possible, one-third of the members of the Board
of  Directors,  and  designated  as Class I,  Class II and  Class  III.  Class I
directors shall be initially  elected at the 1998 Annual Meeting of Shareholders
for a term  expiring  at the  1999  Annual  Meeting  of  Shareholders;  Class II
directors shall be initially elected at the 1998 Annual Meeting of

                                       -5-

<PAGE>
Shareholders for a term expiring at the 2000 Annual Meeting of Shareholders; and
Class III  directors  shall be initially  elected at the 1998 Annual  Meeting of
Shareholders for a term expiring at the 2001 Annual Meeting of Shareholders.  At
each  succeeding  annual  meeting  of  shareholders  of  the  Corporation,   the
successors of the class of directors whose term expires at that meeting shall be
elected for a term expiring at the annual  meeting of  shareholders  held in the
third year following the year of their election,  and until their successors are
elected and qualified.

         Section 4. QUORUM OF DIRECTORS  AND ACTION BY THE BOARD.  A majority of
the entire Board of Directors  shall  constitute a quorum for the transaction of
business,  and, except where otherwise provided by these by-laws,  the vote of a
majority of the  directors  present at a meeting at the time of such vote,  if a
quorum is then present, shall be the act of the Board.

                  Any action  required or  permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board or the committee consent in writing to the adoption of a resolution
authorizing  the action.  The resolution and the written  consent thereto by the
members  of the  Board  or  committee  shall be filed  with the  minutes  of the
proceedings of the Board or committee.

         Section 5.  MEETINGS  OF THE BOARD.  An annual  meeting of the Board of
Directors  shall be held in each year  directly  after  the  annual  meeting  of
shareholders.  Regular  meetings of the Board shall be held at such times as may
be fixed by the  Board.  Special  meetings  of the Board may be held at any time
upon the call of the Chairman or any two directors.

                  Meetings  of the  Board  of  Directors  shall  be held at such
places as may be fixed by the Board for annual and regular  meetings  and in the
notice of meeting for special meetings. If no place is so fixed, meetings of the
Board shall be held at the principal office of the Corporation.  Any one or more
members of the Board of  Directors  may  participate  in  meetings by means of a
conference telephone or similar communications equipment.

                  No notice  need be given of annual or regular  meetings of the
Board of Directors.  Notice of each special  meeting of the Board shall be given
to each director either by mail not later than noon, New York time, on the third
day  prior to the  meeting  or by  telegram,  written  message  or orally to the
director  not later than noon,  New York time,  on the day prior to the meeting.
Notices are deemed to have been given:  by mail,  when  deposited  in the United
States mail; by telegram at the time of filing;  and by messenger at the time of
delivery.  Notices by mail, telegram or messenger shall be sent to each director
at the  address  designated  by him for that  purpose,  or,  if none has been so
designated, at his last known residence or business address.


                                       -6-

<PAGE>
                  Notice of a  meeting  of the  Board of  Directors  need not be
given to any director who submits a signed  waiver of notice  whether  before or
after the meeting, or who attends the meeting without protesting,  prior thereto
or at its commencement, the lack of notice to him.

                  A notice, or waiver of notice, need not specify the purpose of
any meeting of the Board of Directors.

                  A majority of the directors  present,  whether or not a quorum
is present,  may adjourn  any meeting to another  time and place.  Notice of any
adjournment of a meeting to another time or place shall be given,  in the manner
described  above,  to the  directors  who  were not  present  at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

         Section 6. RESIGNATIONS.  Any director of the Corporation may resign at
any time by giving  written notice to the Board of Directors or to the President
or to the Secretary of the Corporation.  Such  resignation  shall take effect at
the  time  specified  therein;   and  unless  otherwise  specified  therein  the
acceptance of such resignation shall not be necessary to make it effective.

         Section 7. REMOVAL OF  DIRECTORS.  Any one or more of the directors may
be removed for cause by action of the Board of Directors.

         Section 8. NEWLY CREATED  DIRECTORSHIPS  AND  VACANCIES.  Newly created
directorships  resulting  from  an  increase  in the  number  of  directors  and
vacancies  occurring in the Board of Directors for any reason except the removal
of  directors  by  shareholders  may be  filled  by  vote of a  majority  of the
directors  then  in  office,  although  less  than a  quorum  exists.  Vacancies
occurring  as a result of the  removal of  directors  by  shareholders  shall be
filled by the  shareholders.  A  director  elected  to fill a  vacancy  shall be
elected to hold office for the  unexpired  term of his  predecessor.  A director
elected to fill a vacancy for a newly created  directorship  shall be elected to
hold  office  until  the next  annual  meeting  of  shareholders  and  until his
successor has been elected and qualified. For any new Board created directorship
that is filled by a vote of a majority of the  directors  then in office,  there
shall not be any classification of the additional director until the next annual
meeting of  shareholders.  In the event of a vacancy in the Board of  Directors,
the remaining  directors,  except as otherwise provided by law, may exercise the
powers of the full Board until the vacancy is filled.

         Section 9.  EXECUTIVE AND OTHER  COMMITTEES OF DIRECTORS.  The Board of
Directors,  by  resolution  adopted  by a  majority  of the  entire  Board,  may
designate  from among its members an executive  committee  and other  committees
each consisting of

                                       -7-

<PAGE>
three or more  directors  and  each of  which,  to the  extent  provided  in the
resolution,  shall  have all the  authority  of the Board,  except  that no such
committee shall have authority as to the following matters:

                  (1)      The submission to shareholders of any action
                           that needs shareholders' approval;
                  (2)      The filling of vacancies in the Board or in
                           any committee;
                  (3)      The fixing of compensation of the directors
                           for serving on the Board or on any committee;
                  (4)      The amendment or repeal of the by-laws, or the
                           adoption of new by-laws;
                  (5)      The  amendment  or  repeal of any  resolution  of the
                           Board which,  by its term,  shall not be so amendable
                           or repealable; or
                  (6) The removal or indemnification of directors.

                  The Board of Directors may designate one or more  directors as
alternate  members of any such  committee,  who may replace any absent member or
members at any meeting of such committee.

                  Unless a greater  proportion  is  required  by the  resolution
designating a committee,  a majority of the entire  authorized number of members
of such committee shall constitute a quorum for the transaction of business, and
the vote of a majority of the  members  present at a meeting at the time of such
vote, if a quorum is then present shall be the act of such committee.

                  Each such  committee  shall serve at the pleasure of the Board
of Directors.

         Section 10.  COMPENSATION  OF DIRECTORS.  The Board of Directors  shall
have  authority  to fix  the  compensation  of  directors  for  services  in any
capacity.

         Section 11. INTEREST OF DIRECTORS IN A TRANSACTION.  Unless shown to be
unfair and unreasonable as to the Corporation,  no contract or other transaction
between  the  Corporation  and one or  more of its  directors,  or  between  the
Corporation  and any other  corporation,  firm,  association  or other entity in
which one or more of the directors are directors or officers, or are financially
interested  shall be either  void or  voidable,  irrespective  of  whether  such
interested  director  or  directors  are  present  at a meeting  of the Board of
Directors,  or  of a  committee  thereof,  which  authorizes  such  contract  or
transaction and  irrespective of whether his or their votes are counted for such
purpose.  In the  absence  of fraud  any such  contract  or  transaction  may be
conclusively authorized or approved as fair and reasonable by:

                  (1)      The Board of Directors or a duly empowered
         committee thereof, by a vote sufficient for such purpose

                                       -8-

<PAGE>
         without  counting  the  vote or votes of such  interested  director  or
         directors  (although  he or they  may be  counted  in  determining  the
         presence of a quorum at the meeting which  authorizes  such contract or
         transaction),  if the fact of such common directorship,  officership or
         financial  interest is disclosed or known to the Board or committee (as
         the case may be); or

                  (2) The  shareholders  entitled  to vote for the  election  of
         directors,  if  such  common  directorship,  officership  or  financial
         interest is disclosed or known to such shareholders.

                  Notwithstanding  the foregoing,  no loan,  except  advances in
connection  with  indemnification,  shall  be  made  by the  Corporation  to any
director unless it is authorized by vote of the  shareholders  without  counting
any shares of the director who would be the borrower.


                                   ARTICLE IV
                                    OFFICERS

         Section  1.  OFFICERS.  The  Board  of  Directors,  as  soon  as may be
practicable  after the annual  election of directors,  shall elect a Chairman of
the Board, a President,  one or more Vice-Presidents,  a Chief Financial Officer
and a Secretary,  and from time to time may elect or appoint such other officers
as it may  determine.  When  all of the  issued  and  outstanding  stock  of the
Corporation is owned by one person,  such person may hold all or any combination
of offices.

         Section 2. OTHER  OFFICERS.  The Board of  Directors  may appoint  such
other  officers  and  agents 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 3. COMPENSATION. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

         Section 4. TERM OF OFFICE AND REMOVAL.  Each officer  shall hold office
for the term for which he is elected or  appointed,  and until his successor has
been  elected or  appointed  and  qualified.  Unless  otherwise  provided in the
resolution of the Board of Directors electing or appointing an officer, his term
of office shall extend to and expire at the meeting of the Board  following  the
next annual  meeting of  shareholders.  Any officer may be removed by the Board,
with or without cause, at any time. Removal of an officer without cause shall be
without  prejudice  to  his  contract  rights,  if  any,  and  the  election  or
appointment of an officer shall not of itself create contract rights.


                                       -9-

<PAGE>
         Section 5. POWERS AND DUTIES.

         (a) CHAIRMAN OF THE BOARD AND  VICE-CHAIRMAN OF THE BOARD. If the Board
of Directors  appoints a Chairman of the Board, he shall, when present,  preside
at all  meetings of the Board of  Directors.  He shall  perform  such duties and
possess  such powers as are usually  vested in the office of the Chairman of the
Board or as may be  vested  in him by the  Board of  Directors.  If the Board of
Directors  appoints a Vice  Chairman of the Board,  he shall,  in the absence or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman  of the Board and shall  perform  such other  duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.

         (b)  PRESIDENT.  The President  shall,  subject to the direction of the
Board of Directors,  have general supervision and control of the business of the
Corporation. Unless otherwise provided by the directors, he shall preside at all
meetings of the shareholders  and of the Board of Directors  (except as provided
in Section 5(a) above).  The President shall perform such other duties and shall
have  such  other  powers  as the  Board  of  Directors  may  from  time to time
prescribe.

         (c) VICE  PRESIDENTS.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the  President may from time to
time prescribe. In the event of the absence,  inability or refusal to act of the
President,  the Vice  President  (or if there  shall be more than one,  the Vice
Presidents in the order  determined by the Board of Directors) shall perform the
duties of the President and when so performing  shall have all the powers of and
be subject to all the  restrictions  upon the President.  The Board of Directors
may assign to any Vice President the title of Executive Vice  President,  Senior
Vice President or any other title selected by the Board of Directors.

         (d) SECRETARY AND ASSISTANT  SECRETARIES.  The Secretary  shall perform
such  duties  and shall  have  such  powers  as the  Board of  Directors  or the
President may from time to time  prescribe.  In addition,  the  Secretary  shall
perform  such duties and have such  powers as are  incident to the office of the
secretary,  including  without  limitation the duty and power to give notices of
all meetings of shareholders and special meetings of the Board of Directors,  to
attend all meetings of shareholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of shareholders
and their  addresses as required,  to be custodian of corporate  records and the
corporate seal and to affix and attest to the same on documents.

                  Any Assistant  Secretary shall perform such duties and possess
such powers as the Board of  Directors,  the President or the Secretary may from
time to time  prescribe.  In the event of the  absence,  inability or refusal or
refusal to act of the Secretary,  the Assistant Secretary, (or if there shall be
more than one, the Assistant Secretaries in the order determined by the Board of

                                      -10-

<PAGE>
Directors) shall perform the duties and exercise the powers of the Secretary.

                  In the absence of the Secretary or any Assistant  Secretary at
any meeting of  shareholders or directors,  the person  presiding at the meeting
shall designate a temporary secretary to keep a record of the meeting.

         (e) CHIEF FINANCIAL OFFICER AND CONTROLLER. The Chief Financial Officer
shall perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors or the President.  The Chief Financial
Officer  shall  also be the  Treasurer  of the  Corporation  unless the Board of
Directors has appointed another person as the Treasurer.  In addition, the Chief
Financial Officer shall perform such duties and have such powers as are incident
to the office of treasurer,  including without  limitation the duty and power to
keep and be  responsible  for all funds and  securities of the  Corporation,  to
deposit funds of the  Corporation in  depositories  selected in accordance  with
these By-Laws,  to disburse such funds as ordered by the Board of Directors,  to
make proper  accounts  of such funds,  and to render as required by the Board of
Directors  statements of all such transactions and of the financial condition of
the Corporation.

                  The  Controller  shall  perform  such duties and possess  such
powers as the Board of Directors,  the President or the Chief Financial  Officer
may from time to time  prescribe.  In the  event of the  absence,  inability  or
refusal to act of the Chief  Financial  Officer,  the  Controller,  (or if there
shall be more than one, the Controllers in the order  determined by the Board of
Directors)  shall  perform  the  duties  and  exercise  the  powers of the Chief
Financial Officer.

         Section 6.  BONDED  OFFICERS.  The Board of  Directors  may require any
officer  to give the  Corporation  a bond in such sum and with  such  surety  or
sureties as shall be  satisfactory to the Board of Directors upon such terms and
conditions as the Board of Directors may specify, including without limitation a
bond for the faithful  performance of his duties and for the  restoration to the
Corporation of all property in his possession or under his control  belonging to
the Corporation.

         Section 7. BOOKS TO BE KEPT. The Corporation shall keep (a) correct and
complete  books and records of account,  (b) minutes of the  proceedings  of the
shareholders,  Board of Directors and any  committees  of  directors,  and (c) a
current list of the directors and officers and their  residence  addresses.  The
Corporation  shall  also  keep at its  office in the State of New York or at the
office of its transfer  agent or  registrar in the State of New York,  if any, a
record  containing the names and addresses of all  shareholders,  the number and
class of shares  held by each and the dates  when they  respectively  became the
owners of record thereof.

                                      -11-

<PAGE>
                  The  Board of  Directors  may  determine  whether  and to what
extent and at what times and places and under what  conditions  and  regulations
any accounts, books, records or other documents of the Corporation shall be open
to inspection,  and no creditor,  security holder or other person shall have any
right  to  inspect  any  accounts,  books,  records  or other  documents  of the
Corporation except as conferred by statute or as so authorized by the Board.

         Section  8.  CHECKS.   NOTES,  ETC.  All  checks  and  drafts  on,  and
withdrawals  from the  Corporation's  accounts  with  banks  or other  financial
institutions,  and all bills of exchange,  notes and other  instruments  for the
payment of money, drawn, made, indorsed,  or accepted by the Corporation,  shall
be signed on its  behalf by the person or persons  thereunto  authorized  by, or
pursuant to resolution of, the Board of Directors.


                                    ARTICLE V
                       FORMS OF CERTIFICATES AND LOSS AND
                               TRANSFER OF SHARES

         Section 1. FORMS OF SHARE  CERTIFICATES.  The shares of the Corporation
shall be  represented by  certificates,  in such forms as the Board of Directors
may prescribe,  signed by the Chairman or the President or a Vice-President  and
the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an  Assistant
Treasurer,  and may be sealed  with the seal of the  Corporation  or a facsimile
thereof.  The signatures of the officers upon a certificate may be facsimiles if
the  certificate  is  countersigned  by a  transfer  agent  or  registered  by a
registrar  other than the  Corporation or its employee.  In case any officer who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such  officer  before such  certificate  is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.

                  Each certificate representing shares issued by the Corporation
shall set forth upon the face or back of the  certificate,  or shall  state that
the Corporation will furnish to any shareholder upon request and without charge,
a  full  statement  of  the  designation,   relative  rights,   preferences  and
limitations of the shares of each class of shares, if more than one,  authorized
to be issued and the designation,  relative rights,  preferences and limitations
of each series of any class of preferred  shares  authorized to be issued so far
as the same have been fixed,  and the  authority  of the Board of  Directors  to
designate and fix the relative  rights,  preferences  and  limitations  of other
series.

                  Each certificate representing shares shall state upon the face
thereof:

                  (1)      That the Corporation is formed under the laws
                           of the State of New York;

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<PAGE>
                  (2)      The name of the person or persons to whom
                           issued; and
                  (3)      The number and class of shares,  and the  designation
                           of  the  series,   if  any,  which  such  certificate
                           represents.

         Section 2.  TRANSFERS  OF SHARES.  Shares of the  Corporation  shall be
transferable on the record of shareholders  upon  presentment to the Corporation
or a transfer agent of a certificate  or  certificates  representing  the shares
requested to be transferred,  with proper indorsement on the certificate or on a
separate  accompanying  document,  together with such evidence of the payment of
transfer taxes and compliance with other provisions of law as the Corporation or
its transfer agent may require.

         Section 3. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES. No certificate
for  shares  of the  Corporation  shall be  issued  in place of any  certificate
alleged to have been lost,  destroyed or wrongfully taken, except, if and to the
extent required by the Board of Directors, upon:

                  (1)      Production of evidence of loss, destruction or
                           wrongful taking;
                  (2)      Delivery of a bond  indemnifying  the Corporation and
                           its agents against any claim that may be made against
                           it  or  them  on   account  of  the   alleged   loss,
                           destruction  or  wrongful   taking  of  the  replaced
                           certificate or the issuance of the new certificate;
                  (3)      Payment  of the  expense of the  Corporation  and its
                           agents  incurred in  connection  with the issuance of
                           the new certificate; and
                  (4)      Compliance with such other reasonable requirements as
                           may be imposed.


                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) The  Corporation  shall,  to the  fullest  extent now or  hereafter
permitted by the New York Business  Corporation  Law,  indemnify any director or
officer who is or was made,  or  threatened  to be made, a party to an action or
proceeding,  whether civil or criminal,  whether involving any actual or alleged
breach of duty, neglect or error, any  accountability,  or any actual or alleged
misstatement,  misleading statement or other act or omission and whether brought
or  threatened in any court or  administrative  or  legislative  body or agency,
including an action by or in the right of the  Corporation to procure a judgment
in its favor and an  action by or in the right of any other  corporation  of any
type or kind,  domestic or foreign,  or any partnership,  joint venture,  trust,
employee benefit plan or other enterprise, which any director or

                                      -13-

<PAGE>
officer of the  Corporation  is serving or served in any capacity at the request
of the Corporation, or is serving or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments,  fines,  amounts paid in settlement,  and costs,  charges and
expenses,  including attorneys' fees, or any appeal therein; provided,  however,
that no  indemnification  shall be provided to any such director or officer if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that (i) his acts were committed in bad faith or were the result of
active and deliberate dishonesty and, in either case, were material to the cause
of action  so  adjudicated,  or (ii) he  personally  gained in fact a  financial
profit or other advantage to which he was not legally entitled.

         (b) The Corporation may indemnify any other person (including,  without
limitation,  corporate  personnel  other than directors or officers) to whom the
Corporation  is  permitted  to provide  indemnification  or the  advancement  of
expenses by applicable law,  whether  pursuant to rights granted pursuant to, or
provided by, the New York Business  Corporation  Law or other rights  created by
(i) a resolution of  shareholders,  (ii) a resolution of directors,  or (iii) an
agreement providing for such  indemnification,  it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.

         (c) The Corporation  shall, from time to time,  reimburse or advance to
any  person  referred  to in  Section  (a) the funds  necessary  for  payment of
expenses,  including  attorneys' fees, incurred in connection with any action or
proceeding  referred to in Section (a), upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication  adverse to the director or officer  establishes  that (i) his acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty  and,  in  either  case,  were  material  to the  cause of  action so
adjudicated,  or (ii) he personally  gained in fact a financial  profit or other
advantage to which he was not legally entitled.

         (d) The right to indemnification  conferred by Section (a) shall not be
retroactive to events occurring prior to the adoption of this Article VI.

         (e) This  Article VI may be amended,  modified  or  repealed  either by
action  of the  Board  of  Directors  of the  Corporation  or by the vote of the
shareholders.  Any repeal or  modification  of the foregoing  provisions of this
Article VI shall not  adversely  affect any right or protection of any person in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.


                                      -14-

<PAGE>
                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. CORPORATE SEAL. The Board of Directors may adopt a corporate
seal, alter such seal at pleasure,  and authorize it to be used by causing it or
a facsimile to be affixed or impressed or reproduced in any other manner.

         Section 2. FISCAL  YEAR.  The fiscal year of the  Corporation  shall be
such period as may be fixed by the Board of Directors.

         Section 3. EXECUTION OF INSTRUMENTS. The President, the Chief Executive
Officer or the Chief  Financial  Officer shall have power to execute and deliver
on  behalf  and in the name of the  Corporation  any  instrument  requiring  the
signature  of an officer of the  Corporation,  except as  otherwise  provided in
these by-laws,  or where the execution and delivery of such an instrument  shall
be expressly  delegated by the Board of Directors to some other officer or agent
of the Corporation.

         Section 4. WAIVER OF NOTICE. Whenever any notice whatsoever is required
to be given by law, by the certificate of incorporation  or by these by-laws,  a
waiver of such notice  either in writing  signed by the person  entitled to such
notice or such person's duly authorized attorney, or by telegraph,  cable or any
other  available  method,  whether  before,  at or after the time stated in such
waiver, or the appearance of such person or persons at such meeting in person or
by proxy, shall be deemed equivalent to such notice.

         Section 5. VOTING OF SECURITIES.  Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as or appoint
any person or persons to act as,  proxy or  attorney  fact for this  Corporation
(with or without  power of  substitution)  at, any  meeting of  shareholders  or
shareholders of any other  corporation or organization,  the securities of which
may be held by this Corporation.

         Section 6. EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant  Secretary,  or a temporary  Secretary,  as to any action taken by the
shareholders,  directors,  a committee or any officer or  representative  of the
Corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

         Section  7.  CERTIFICATE  OF  INCORPORATION.  All  references  in these
by-laws  to the  certificate  of  incorporation  shall be deemed to refer to the
certificate of incorporation  of the Corporation,  as amended and in effect from
time to time.

         Section 8. SEVERABILITY.  Any determination that any provision of these
by-laws is for any reason inapplicable, illegal

                                      -15-

<PAGE>
or  ineffective  shall not affect or  invalidate  any other  provision  of these
By-Laws.

         Section  9.  PRONOUNS.  All  pronouns  used in these by- laws  shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.


                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. BY THE BOARD OF  DIRECTORS.  These  by-laws  may be altered,
amended or replaced or new by-laws may be adopted by the  affirmative  vote of a
majority of the directors present at any regular or special meeting of the Board
of  Directors  at which a quorum is  present  except  when a  different  vote is
required by express  provision of law, the certificate of incorporation or these
by-laws.

         Section 2. BY THE SHAREHOLDERS.  These by-laws may be altered,  amended
or repealed or new by-laws may be adopted by the affirmative vote of the holders
of a majority of the shares of the capital stock of the  Corporation  issued and
outstanding and entitled to vote at any regular meeting of  shareholders,  or at
any special meeting of shareholders, except when a different vote is required by
express  provision of law, the  certificate of  incorporation  or these by-laws,
provided notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of such special meeting.


                                      -16-