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                                    BY-LAWS

                                       OF

                         AQUA VIE BEVERAGE CORPORATION


Art. I.     Offices

            1.01  Registered Office
            1.02  Principal Office
            1.03  Other Offices

Art. II.    Shareholders

            2.01  Time and Place of Meetings
            2.02  Annual Meeting - Election of Directors
            2.03  Special Meetings
            2.04  Notices
            2.05  Voting List
            2.06  Quorum
            2.07  Majority Vote; Withdrawal of Quorum
            2.08  Voting
            2.09  Record Date; Closing Transfer Books
            2.10  Action without Meeting

Art. III.   Directors

            3.01  Management
            3.02  Number; Qualification; Election; Term
            3.03  Change in Number
            3.04  Removal
            3.05  Vacancies
            3.06  Compensation
            3.07  Meetings of the Board of Directors
                  (a)   Place
                  (b)   First Meetings
                  (c)   Regular Meetings
                  (d)   Special Meetings
                  (e)   Quorum; Majority Vote
                  (f)   Procedure
            3.08  Action without Meeting
            3.09  Telephone and Communications Equipment Meetings

Art. IV.    Notices

            4.01  Method
            4.02  Waiver


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Art. V.     Committees of the Board of Directors

            5.01  Designation
            5.02  Number; Qualification; Term
            5.03  Authority of Committees
            5.04  Change in Number
            5.05  Removal
            5.06  Vacancies
            5.07  Meetings
            5.08  Quorum; Majority Vote
            5.09  Compensation
            5.10  Procedure
            5.11  Action without Meeting
            5.12  Responsibility
            5.13  Telephone and Communications Equipment Meetings

Art. VI.    Officers & Agents

            6.01  Number; Qualification; Election; Term
            6.02  Removal
            6.03  Vacancies
            6.04  Authority
            6.05  Compensation
            6.06  Chairman of the Board
            6.07  President
            6.08  Executive Vice President
            6.09  Vice Presidents
            6.10  Secretary
            6.11  Assistant Secretaries
            6.12  Treasurer
            6.13  Bonding of Officers

Art. VII.   Certificates and Shareholders

            7.01  Certificates
            7.02  Issuance
            7.03  Payment for Shares
            7.04  Subscriptions
            7.05  Lien
            7.06  Lost, Stolen or Destroyed Certificates
            7.07  Registration or Transfer
            7.08  Registered Owner
            7.09  Preemptive Rights

Art. VIII.  Indemnification; Insurance

            8.01  Persons
            8.02  Extent -- Derivative Suits
            8.03  Standard -- Derivative Suits


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            8.04  Extent -- Nonderivative Suits
            8.05  Standard -- Nonderivative Suits
            8.06  Determination That Standard Has Been Met
            8.07  Proration
            8.08  Advance Payment
            8.09  Nonexclusive
            8.10  Continuation
            8.11  Insurance
            8.12  Reports

Art. IX.    General Provisions

            9.01  Dividends and Reserves
            9.02  Books and Records
            9.03  Annual Statement
            9.04  Checks and Notes
            9.05  Fiscal Year
            9.06  Seal
            9.07  Resignation
            9.08  Amendment of By-laws
            9.09  Construction
            9.10  Table of Contents; Headings


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                         AQUA VIE BEVERAGE CORPORATION

                            (A Delaware Corporation)

                                    BY-LAWS

                                   ARTICLE I

                                    OFFICES

1.01    Registered Office. The registered office of the Corporation in the
State of Delaware shall be the Corporation Services Corporation located at 1013
Centre Road, City of Wilmington, County of New Castle, Delaware 19805.

1.02    Principal Office. The principal office of the Corporation shall be 333
South Main Street, Ketchum, Idaho 83340.

1.03    Other Offices. The Corporation may also have offices at such other
places, both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

2.01 Time and Place of Meetings. All meetings of the stockholders shall be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of meeting or in a duly executed waiver thereof.

2.02 Annual Meeting - Election of Directors. An annual meeting of the
stockholders, commencing with the year 1999 shall be held each year at a time
on the third Friday during the month of September to be selected by the board
of directors. If such day is a legal holiday, the meeting shall be held on the
next secular day following. At the meeting, the stockholders shall elect the
directors and transact such other business as may properly be brought before the
meeting.

2.03 Special Meeting. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by the Act or by the Articles of
Incorporation, or by these By-Laws, may be called by the chairman of the board,
if any, the president or secretary, and shall be called by the chairman of the
board, the president or secretary at the request in writing of a majority of
the board of directors or the holders of twenty-five percent (25%) or more of
the shares entitled to vote at such meeting. Such request shall state the
purpose or purposes of the proposed meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the


<PAGE>   5
notice of the meeting.

2.04  Notices. Written or printed notice of the annual or any special meeting
stating the place, day, and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered to each stockholder of record entitled to vote not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the chairman of the board, the president, the
secretary or the officer or person calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at the address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

2.05  Voting List. The officer or agent who has charge of the stock transfer
books of the corporation shall make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at said
meeting or any adjournment thereof, arranged in alphabetical order, with
address of and the number of voting shares held by each. Such list shall be
kept on file at the principal office of the corporation for a period of ten
days prior to such meeting and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are stockholders entitled to examine such list or transfer books and to
vote at any meeting of stockholders.

2.06  Quorum. The holders of a majority of the issued and outstanding stock
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these By-Laws. If a quorum is not present
or represented at a meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

2.07  Majority Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of a majority of the shares have voting power,
present in person or represented by proxy, shall decide any question brought
before such meeting, unless the question is one upon which, by express
provision of


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the statutes or of the certificate of incorporation or of these By-Laws, a
different vote is required in which case such express provision shall govern
and control the decision of such question. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

2.08 Voting. (a) Each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the articles of incorporation. At any meeting
of the stockholders, every stockholder having the right to vote may vote either
in person, or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy. Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
unless otherwise made irrevocable by law. Each proxy shall be filed with the
secretary of the corporation prior to or at the time of the meeting.

          (b) Treasury shares, shares of stock owned by another corporation the
majority of the voting stock of which is owned or controlled by this
corporation, and shares of stock held by this corporation in a fiduciary
capacity shall not be voted, directly or indirectly, at any meeting and shall
not be counted in determining the total number of outstanding shares at any
given time.

          (c) Directors shall be elected by plurality vote.

          (d) Shares standing in the name of another corporation, domestic or
foreign, may be voted on by such officer, agent, or proxy as the By-Laws of
such corporation may authorize or, in the absence of such authorization, as the
board of directors of such corporation may determine.

          (e) Shares held by an administrator, guardian or conservator may be
voted by him so long as such shares forming part of an estate are in the
possession and forming a part of the estate being served by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer to such shares into his name as trustee.

          (f) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to be
contained in


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an appropriate order of the court by which such receiver was appointed.

          (g)  A stockholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

          (h)  Voting on any question or in any election may be by voice vote
or show of hands unless the presiding officer shall order, or the holders of at
least ten percent of the shares entitled to vote shall demand, that voting be
by written ballot.

2.09 Record Date; Closing Transfer Books. The board of directors may fix in
advance a record date for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of the stockholders, the record date to be
not less than ten nor more than fifty days prior to the meeting; for such
purpose for a period of not less than ten nor more than fifty days prior to
such meeting. In the absence of any action by the board of directors, the date
upon which the notice of the meeting is mailed shall be the record date.

2.10 Action Without Meeting. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, the meeting and vote of stockholders may be dispensed with
and such action may be taken with the written consent of stockholders having
not less than the minimum percentage of the vote required by statute for the
proposed corporate action, provided that prompt notice shall be given to all
stockholders of the taking of the corporate action without a meeting and by
less than unanimous consent.

                                  ARTICLE III

                                   DIRECTORS

3.01 Management. The business and affairs of the corporation shall be managed
by the board of directors who may exercise all such powers of the corporation
and do all such lawful actions and things as are not (by statute or by the
articles of incorporation or by these By-Laws) directed or required to be
exercised or done by the stockholders.

3.02 Number; Qualification; Election; Term. The board of directors shall
consist of not fewer than one nor more than eleven directors as shall be fixed
from time to time by resolution of the board of directors. The first board
after the adoption of these By-Laws shall consist of three directors. Directors
need not be residents of the State of Delaware or


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stockholders of the corporation. The directors shall be elected at the annual
meeting of the stockholders, except as provided in By-Laws 3.03 and 3.05. Each
director shall hold office until his successor shall be elected and shall
qualify.

3.03 Change in Number. The number of directors may be increased or decreased
from time to time by resolution of the board of directors at any meeting, but
not decrease shall have the effect of shortening the term of any incumbent
director.

3.04 Removal. Any director may be removed either for or without cause at any
special or annual meeting of stockholders, by the affirmative vote of a
majority in number of shares of the stockholders present in person or by proxy
at such meeting and entitled to vote for the election of such director if
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.

3.05 Vacancies. Any vacancy occurring in the Board of Directors (by death,
resignation, removal or otherwise) may be filled by an affirmative vote of a
majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director. A Director elected to fill such a vacancy shall be
elected for the unexpired term of his predecessor in office. Any newly created
directorship resulting from any increase in the authorized number of Directors
may be filled by an affirmative vote of a majority of the Directors then in
office, although less than a quorum, or by a sole remaining Director.

3.06 Compensation. By resolution of the board of directors, the directors may
be paid their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum of attendance at each meeting of the
board of directors or a corporation in any other capacity and receiving
compensation therefor. Member of special or standing committees may, by
resolution of the board of directors, be allowed like compensation for
attending committee meetings.

3.07 Meetings of the Board of Directors.

          (a)  Place. Meetings of the board of directors of the corporation,
regular or special, may be held either within or without the state of Delaware.

          (b)  First Meeting. The first meeting of the newly elected board of
directors shall be held without further notice immediately following the annual
meeting of stockholders, at the same place, unless (by unanimous consent of the
directors then elected and serving) such time or place shall be changed.

          (c)  Regular Meetings. Regular meetings of the



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board of directors may be held without notice at such time and at such place as
shall from time to time by determined by the board by resolution.

      (d)   Special Meetings. Special meetings of the board of directors may be
called by or at the request of the chairman of the board, the president or the
secretary and shall be called by the secretary on the written request of two of
the incumbent directors. The person or persons authorized to call special
meetings of the board of directors may fix the place for holding any special
meeting of the board of directors called by them. Notice of any special meeting
shall be given at least twenty-four (24) hours previous thereto if given either
personally (including written notice delivered personally or notice by
telephone) or by telegram, and at least seventy-two (72) hours previous thereto
if given by written notice mailed to each director at the address of his
business and residence. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need by
specified in the notice or waiver of notice of such meeting. If mailed, the
notice shall be deemed to be delivered when deposited in the United States mail
addressed, in the above-specified manner, with postage thereon prepaid. If
notice by given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting, as provided in By-Law 4.02.

      (e)   Quorum; Majority Vote. At all meetings of the board of directors a
majority of the number of directors fixed by these By-Laws shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, except as otherwise specifically provided by statute or by
the articles of incorporation or by these By-Laws. If a quorum is not present
at a meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.

      (f)   Procedure. The board of directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the corporation.

3.08  Action Without Meeting. Any action required or permitted to be taken at a
meeting of the board of directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the board of directors. Such consent shall have the same force and effect as a
unanimous vote at a meeting. The signed consent, or a signed copy, shall be
placed in the minute book.


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3.09 Telephone and Communication Equipment Meetings. Stockholders, members of
the board of directors, and members of any committee of the board of
directors may participate in meetings by means of conference telephone or other
communications equipment to the full extent permissible by Section 141 (i) of
the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                                    NOTICES

4.01 Method. Whenever by statute or the certificate of incorporation or these
By-Laws, notice is required to be given to director or stockholder, and no
provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given (a) in
writing, by mail, postage prepaid, addressed to the director or stockholder at
the address appearing on the books of the corporation, or (b) in any other
method permitted by law. Any notice required or permitted to be given by mail
shall be deemed given at the time when the same is this deposited in the United
States mail.

4.02 Waiver. Whenever, by statute or the articles of incorporation or these
By-Laws, notice is required to be given to a stockholder or director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE V.

                      COMMITTEES OF THE BOARD OF DIRECTORS

5.01 Designation. The board of directors may by resolution of a majority of the
whole board, designate an executive committee, and one or more other committees
including an audit committee, a compensation committee, and any such other
special committees as the board shall deem advisable.

5.02 Number; Qualification; Term. Each committee shall consist of, one or more
directors who will serve at the pleasure of the board of directors. The
executive committee shall include the president. The other committees may
include any members of the board except as provided below with respect to the
audit and compensation committees.

                (a) Audit Committee. The audit committee if any


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shall consist of directors who are not officers or full-time employees of the
corporation.

          (b)  Compensation Committee. The compensation committee, if any, may
include the chief accounting and financial officer of the corporation provided
a majority of the committee are not officers or full-time employees of the
corporation.

5.03 Authority of Committees.

          (a)  The Executive Committee. The executive committee, to the extent
provided in such resolution, shall have and may exercise all of the authority
of the board of directors in the management of the business and affairs of the
corporation, certificate of incorporation, and shall have power to authorize
the seal of the corporation to be affixed to all papers which may require it.
Without limiting the general authority of the executive committee, it shall
have the power:

               (1)  to appoint officers and agents of the corporation and
determine their salaries (subject to recommendation of the compensation
committee, if any).

               (2)  to borrow money, and issue bonds, notes or other
obligations and evidences of indebtedness therefor.

               (3)  to authorize the corporate seal to be affixed to documents
of the corporation.

               (4)  to determine questions of general policy with regard to the
business of the corporation.

               (5)  to make recommendations as to declaration of dividends.

          (b)  Audit Committee. The audit committee, if any, shall nominate the
independent public accountants to report on the financial statements of the
corporation, and shall have such other powers, duties and authority as shall be
set forth in the resolutions of the board of directors appointing the committee.

          (c)  Compensation Committee. The compensation committee, if any,
shall have the responsibility of reviewing the remuneration of the officers and
key employees of the corporation including stock option and stock purchase
rights and such other powers, duties and authority as shall be set forth in
the resolutions of the board of directors appointing the committee.

          (d)  Other Committees. Any other committee or committees appointed by
the directors shall have and may exercise


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<PAGE>   12
such powers of the board of directors in the management of the business and
affairs of the corporation as shall be provided in the resolution(s) creating
the committee. Such committee or committees shall have such name or names as may
be determined from time to time by resolution of the board of directors.

5.04 Chance in Number. The number of members of any committee may be increased
or decreased from time to time by resolution adopted by a majority of the whole
board of directors.

5.05 Removal. Any member of a committee may be removed by the board of
directors by the affirmative vote of a majority of the whole board, whenever in
its judgment the best interests of the corporation will be served thereby.

5.06 Vacancies. A vacancy occurring in any committee (by death, resignation,
removal or otherwise) may be filled by the board of directors in the manner
provided for original designation in By-Law 5.01.

5.07 Meetings. Time, place and notice (if any) of executive committee meetings
shall be determined by the committee.

5.08 Quorum; Majority Vote. At meetings of each committee, a majority of the
number of members designated by the board of directors shall constitute a
quorum for the transaction of business. The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of the
committee, except as otherwise specifically provided by statute or by the
articles of incorporation or by these By-Laws. If a quorum is not present at a
meeting of the committee, the members present thereat may adjourn the meeting
from time to time, without notice other than an announcement at the meeting,
until a quorum is present.

5.09 Compensation. See By-Law 3.05.

5.10 Procedure. Each committee shall keep regular minutes of its proceedings
and report the same to the board of directors when required. The minutes of the
proceedings of each committee shall be placed in the minute book of the
corporation.

5.11 Action Without Meeting. Any action required or permitted to be taken at a
meeting of any committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
committee. Such consent shall have the same force and effect as a unanimous
vote at a meeting. The signed consent, or a signed copy, shall be placed in the
minute book.

5.12 Telephone and Communication Equipment Meetings. Meetings


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<PAGE>   13
of committees may be held by telephone as provided in By-Law 3.09.

5.13  Responsibility.  The designation of a committee and the  delegation of
authority to it shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed upon it or him by law.

                                  ARTICLE VI.

                              OFFICERS AND AGENTS

6.01  Number; Qualification; Election; Term.

     (a) The corporation shall have:

          (1) A president, a vice president, a secretary and a treasurer, and

          (2) Such other officers (including a chairman of the board, an
executive vice president and additional vice presidents) and assistant officers
and agents as the board of directors may deem necessary.

     (b) Officers named in By-Law 6.01(a)(1) shall be elected by the board of
directors on the expiration of an officer's term or whenever a vacancy exists.
Officers and agents named in By-Law 6.01(a)(2) may be elected by the board at
any meeting.

     (c) Unless otherwise specified by the board at the time of election or
appointment, or in an employment contract approved by the board, each officer's
and agent's term shall end at the first meeting of directors after the next
annual meeting of stockholders. He shall serve until the end of his term or, if
earlier, his death, resignation, or removal.

     (d) Any two or more officers may be held by the same person.

6.02  Removal.  Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

6.03  Vacancies.  Any vacancy occurring in any office of the corporation (by
death, resignation, removal or otherwise) may be filed by the board of
directors.

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6.04 Authority. Officers and agents shall have such authority and perform such
duties in the management of the corporation as are provided in these By-Laws or
as may be determined by resolution of the board of directors not inconsistent
with these By-Laws.

6.05 Compensation. The compensation of officers and agents shall be fixed from
time to time by the board of directors.

6.06 Chairman of the Board. If there be a chairman of the board of directors,
he shall be chosen from among the directors and shall be the chief executive
officer of the corporation, unless the board of directors shall designate the
president as chief executive officer. He shall have the power to call special
meetings of the stockholders and of the directors for any purpose or purposes,
and he shall preside at all meetings of the stockholders and of the board of
directors, unless he shall be absent or unless he shall, at his option,
designate the president to preside in his stead at some particular meeting. The
chairman of the board shall have all of the powers granted by the By-Laws to
the president including the power to make and sign contracts and agreements in
the name and on behalf of the corporation. He shall, in general, have
supervisory power over the president, the other officers and the business
activities of the corporation, subject to the approval or review of the board
of directors.

6.07 President. If there be a chairman of the board of directors, the powers and
duties of the president shall be subject to the powers and duties of the
chairman of the board of directors. If there be no chairman of the board, the
president shall have all the powers and duties provided for in By-Law 6.06 as
well as those provided in this By-Law 6.07. The president, who need not be
chosen from among the directors, shall be an ex officio member of all standing
committees, shall, subject to the powers conferred upon the chairman of the
board under By-Law 6.06 of this Article, be the chief executive officer of the
corporation; preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business and affairs
of the corporation, and shall see that all orders and resolutions of the board
are carried into effect. He shall perform such other duties and have such other
authority and powers as the board of directors may from time to time prescribe.

6.08 Executive Vice President. If there be an executive vice president, he
shall be the ranking vice president and shall be the chief operating officer of
the corporation unless the board of directors shall designate another officer
as chief operating officer. In the absence or disability of the president, the
executive vice president shall perform all the duties, exercise

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<PAGE>   15
the powers and assume all responsibilities of the president. He shall also
generally assist the president and exercise any other powers and perform such
other duties as are delegated to him by the president and as the board of
directors shall prescribe.

6.09 Vice Presidents. The vice presidents in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and have the authority and
powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.

6.10 Secretary.

          (a)  The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the executive committee when required.

          (b)  He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors.

          (c)  He shall keep in safe custody the seal of the corporation and,
when authorized by the board of directors or the executive committee, affix the
same to any instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of the treasurer or an assistant
secretary, which may be facsimile.

          (d)  He shall be under the supervision of the president. He shall
perform such other duties and have such other authority and powers as the board
of directors may from time to time prescribe or as the president may from time
to time delegate.

6.11 Assistant Secretaries. The assistant secretaries in the order of their
seniority, unless otherwise determined by the board of directors, shall, in
the absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or as the president may from time to time delegate.

6.12 Treasurer.

          (a)  The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the corporation and


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<PAGE>   16
shall deposit all monies and other valuable effect in the name and to the credit
of the corporation in such depositories as may be designated by the boards of
directors.

          (b)  He shall disburse the funds of the corporation as may be
credited by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and directors, at the regular
meetings of the board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the corporation.

          (c)  He shall perform such other duties and have such other authority
and powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.

6.12  Assistant Treasurers. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or the president may from time to time delegate.

6.13  Bonding of Officers. If required by the board of directors, all or
certain officers shall give the corporation a bond in such form, in such
sum, and with such surety or sureties as shall be satisfactory to the board for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

                                  ARTICLE VII

                         CERTIFICATES AND STOCKHOLDERS

7.01 Certificates. The corporation shall deliver certificates representing all
shares to which stockholders are entitled. Certificates shall be consecutively
numbered and shall be entered in the books of the corporation as they are
issued. Each certificate shall state on the face thereof the holder's name, the
number and class of shares, the par value of shares or a statement that such
shares are without par value, and such other matters as may be required by law.
They shall be signed by the president or a vice president and such other officer
or officers as the board of directors shall designate, and may be sealed with
the seal of the corporation or a facsimile thereof. The signature of any such
officer may be facsimile. In case any

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<PAGE>   17

officer who has signed, of whose facsimile signature has been used on such
certificate, shall cease to be such officer of the corporation before such
certificate has been delivered by the corporation or its agents, such
certificate may nevertheless be issued and delivered with the same effect as if
he were still such officer at the date of issue.

7.03    Payment for Shares.

                (1)     Kind. The consideration for the issuance of shares
shall consist of money paid, labor done (including services actually performed
for the corporation), or property (tangible or intangible) actually received.
Neither promissory notes nor the promise of future services shall constitute
payment for shares.

                (2)     Valuation. In the absence of fraud in the transaction,
the judgment of the board of directors as to the value of consideration
received shall be conclusive.

                (3)     Effect. When consideration, as fixed by law, has been
paid, the shares shall be deemed to have been issued and shall be considered
fully paid and non-assessable.

                (4)     Allocation of Consideration. The consideration received
for shares shall be allocated by the board of directors, in accordance with
law, between stated capital and capital surplus accounts.

7.04    Subscription. Unless otherwise provided in the subscription agreement,
subscription of shares, whether made before or after organization of the
corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the board of directors. Any call made by
the board of directors for payment on subscriptions shall be uniform as to all
shares of the same series, as the case may be. In case of default in the
payment on any installment or call when payment is due, the corporation may
proceed to collect the amount due in the same manner as any debt due to the
corporation.

7.05    Lien. For any indebtedness of a stockholder to the corporation, the
corporation shall have a first and prior lien on all shares of its stock owned
by him and on  all dividends or other distributions declared thereon.

7.06.   Lost, Stolen or Destroyed Certificates. The corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate:

                (a)     Claim. Makes proof in affidavit form that it


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<PAGE>   18
has been lost or wrongfully taken or destroyed; and

          (b)  Timely Request. Requests the issuance of a new certificate before
the corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim; and

          (c)  Bond. Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the corporation may direct, to
indemnify the corporation (and its transfer agent and registrar, if any) against
any claim that may be made on account of the alleged loss, destruction, or theft
of the certificate; and

          (d)  Other Requirements. Satisfies any other reasonable requirements
imposed by the corporation. When a certificate has been lost, apparently
destroyed or wrongfully taken, and the holder of record fails to notify the
corporation within a reasonable time after he has notice of it, and the
corporation registers a transfer of the shares represented by the certificate
before receiving such notification, the holder of record is precluded from
making any claim against the corporation for the transfer or for a new
certificate.

7.07 Registration of Transfer. The corporation shall register the transfer of a
certificate for shares presented to it for transfer if:

          (a)  Endorsement. The certificate is properly endorsed by the
registered owner or by his duly authorized attorney; and

          (b)  Guaranty and Effectiveness of Signature. The signature of such
person has been guaranteed by a national banking association or member of the
New York Stock Exchange, and reasonable assurance is given that such
enforcements are effective; and

          (c)  Adverse Claims. The corporation has no notice of an adverse
claim or has discharged any duty to inquire into such a claim; and

          (d)  Collection of Taxes. Any applicable law relating to the
collection of taxes has been complied with; and

          (e)  Stop Transfer Orders and Legends. The corporation has not issued
a stop-transfer order or placed a legend on such certificate restricting
transfer; or, if legended, the registered owner has complied with the
conditions for transfer provided for in the legend.


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<PAGE>   19
                                  ARTICLE VIII

                           INDEMNIFICATION; INSURANCE

8.01 Persons.  The corporation shall indemnify, to the extent provided in
By-Laws 8.01, 8.02, and 8.04:

               (a)  Any person who is or was director, officer, agent or
employee of the corporation, and

               (b)  Any person who serves or served at the corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.

8.02 Extent -- Derivative Suits.   In case of a suit by or in the right of the
corporation against a person named in By-Law 8.01 by reason of his holding a
position named in By-Law 8.01, the corporation shall indemnify him if he
satisfies the standard in By-Law 8.03 for expenses (including attorney's fees
but excluding amounts paid in settlement) actually and reasonably incurred by
him in connection with the defense or settlement of the suit.

8.03 Standard -- Derivative Suits. In case of a suit by or in the right of the
corporation, a person named in By-Law 8.01 shall be indemnified only if:

               (a)  He is successful on the merits of otherwise; or

               (b)  He acted in good faith in the transaction which is the
subject of the suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. However, he shall not be
indemnified in respect of any claim, issue or matter as to which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation unless, and only to the extent that, the court in which the
suit was brought shall determine upon application that, despite the
adjudication but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.

8.04 Extent -- Nonderivative Suits. In case of a suit, action or proceeding
(whether civil, criminal, administrative or investigative) - other than a suit
by or in the right of the corporation - together thereafter referred to as a
nonderivative suit, against a person named in By-Law 8.01 by reason of his
holding a position named in By-Law 8.01, the corporation shall indemnify him if
he satisfied the standard in By-Law 8.05 for amount actually and reasonably
incurred by him in connection with the defense or settlement of the
nonderivative suit as:


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<PAGE>   20
               (a)  Expenses (including attorney's fees);

               (b)  Amount paid in settlement;

               (c)  Judgment; and

               (d)  Fines.

8.05  Standard -- Nonderivative Suits. In case of non-derivative suit, a person
named in By-Law 8.01 shall be indemnified only if:

               (a)  He is successful on the merits or otherwise;

or

               (b)  He acted in good faith in the transaction which is the
subject of the nonderivative suit, and in a manner reasonably believed to be
in, or not opposed to, the best interest of the corporation and, with respect
to any criminal action or proceeding, he has no reason to believe his conduct
was unlawful. The termination of nolo contendere or its equivalent shall not,
of itself, create a presumption that the person failed to satisfy the standard
of this By-Law 8.05(b).

8.06  Determination That Standard Has Been Met. A determination that the
standard of By-Laws 8.03 or 8.05(b) (second sentence), the determination may be
made by:

               (1)  A majority of the directors of the corporation (whether or
not a quorum) who were not parties to the section, suit or proceeding, or;

               (2)  Independent legal counsel in a written opinion; or

               (3)  The stockholders of the corporation.

8.07  Proration. Anyone making a determination under By-Law 8.06 may determine
that a person has met the standard as to some matters but not as to others, and
may reasonably prorate amounts to be indemnified.

8.08  Advance Payment. The corporation may pay in advance any expenses
(including attorney's fees) which may become subject to indemnification under
By-Laws 8.01 - 8.08 if:

               (a)  The board of directors authorizes the specific payment; and

               (b)  The person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is



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<PAGE>   21
entitled to indemnification by the corporation under By-Laws 8.01 -- 8.08.

8.09  Nonexclusive.  The indemnification provided by By-Laws 8.01 -- 8.08 shall
not be exclusive of any other rights to which a person may be entitled by the
Certificate of Incorporation, law, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise.

8.10  Continuation.  The indemnification and advance payment provided by By-Laws
8.01 -- 8.08 shall inure to his heirs, executors and administrators.

8.11  Insurance.  The corporation may purchase and maintain insurance on behalf
of any person who holds or who has held any position named in By-Laws 8.01,
against any liability incurred by him in any position, or arising out of his
status as such, whether or not the corporation would have power to indemnify
him against such liability under By-Laws 8.01 -- 8.08.

8.12  Reports.  Indemnification payments, advance payments and insurance
payments made under By-Laws 8.01 -- 8.11 shall be reported in writing to the
stock holders of the corporation with the next notice of annual meeting.

                                  ARTICLE IX.

                               GENERAL PROVISIONS

9.01  Dividends and Reserves

         (a) Declaration and Payment.  Subject to statute and the articles of
incorporation, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in shares
of the corporation. The declaration and payment shall be at the discretion of
the board of directors.

         (b) Record Date.  The board of directors may fix in advance a record
date for the purpose of determining stockholders entitled to receive payment of
any dividend, the record date to be not more than fifty days prior to the
payment date of such dividend, or the board of directors may close the stock
transfer books for such purpose for a period of not more than fifty days prior
to the payment date of such dividend. In the absence of any action by the board
of directors, the date upon which the board of directors adopts the resolution
declaring the dividend shall be the record date.

         (c) Reserves.  By resolution the board of directors may create such
reserve or reserves out of the earned


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<PAGE>   22
surplus of the corporation as the directors from time to time, in their
discretion, think proper to provide for contingencies, or to equalize dividends,
or to repair or maintain any property of the corporation, or for any other
purpose they think beneficial to the corporation. The directors may modify or
abolish any such reserve in the manner in which it was created.

9.02  Books and Records. The corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
stockholders and board of directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent, agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

9.03  Annual Statement. The board of directors shall mail to each stockholder
of record, at least ten days before each annual meeting a full and clear
statement of the business and condition of the corporation, including a
reasonably detailed balance sheet, income statement, and surplus statement, all
prepared in conformity with generally accepted accounting principles applied on
a consistent basis.

9.04  Check and Notes. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

9.05  Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

9.06  Seal. The corporation seal (of which there may be one or more exemplars)
shall contain the name of the corporation and the name of the state of
incorporation. The seal may be used by impressing it or reproducing a facsimile
of it, or otherwise.

9.07  Resignation. Any director, officer or agent may resign by giving written
notice to the president or the secretary. The resignation shall take effect at
the time specified therein, or immediately if no time is specified therein.
Unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

9.08  Amendment of By-Laws. These By-Laws may be altered, amended, or repealed
at any meeting of the board of directors at which a quorum is present, by the
affirmative vote of a majority of the directors present at such meeting,
provided notice of the proposed alteration, amendment, or repeal is contained
in the notice of such meeting.

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<PAGE>   23
9.09  Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these By-Laws shall be invalid or inoperative,
then, so far as if reasonable and possible;

          (a) The remainder of these By-Laws shall be considered valid and
operative.

          (b) Effect shall be given to the intent manifested by the portion
held invalid or inoperative.

9.10  Table of Contents; Headings. The table of contents and headings are for
organization, convenience and clarity. In interpreting these By-Laws, they
shall be subordinated in importance to the other written material.

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