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                                                               EFFECTIVE 9/26/96

                                     BYLAWS
                                       OF

                              HANOVER DIRECT, INC.
                            (A DELAWARE CORPORATION)



                                    ARTICLE I
                                  STOCKHOLDERS

         1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of
Delaware. If any such certificate is countersigned or otherwise authenticated by
a transfer agent or transfer clerk or by a registrar other than the corporation,
a facsimile of the signature of any such officers or agents designated by the
Board may be printed or lithographed upon such certificate in lieu of the actual
signatures. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the corporation
before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such officer or
officers of the corporation.

         Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of special stock, the certificates
representing shares of any such class or series or of any such special stock
shall set forth thereon the statements prescribed by the General Corporation
Law. Any restrictions on the transfer or registration of transfer of any shares
of stock of any class or series shall be noted conspicuously on the certificate
representing such shares.

         The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

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         2. FRACTIONAL SHARE INTERESTS. The corporation shall not be obliged to
but may execute and deliver a certificate for or including a fraction of a
share. In lieu of executing and delivering a certificate for a fraction of a
share, the corporation may (i) pay to any person otherwise entitled to become a
holder of a fraction of a share an amount in cash specified for such purpose as
the value thereof in the resolution of the Board of Directors, or other
instrument pursuant to which such fractional share would otherwise be issued,
or, if not specified therein, then as may be determined for such purpose by the
Board of Directors of the issuing corporation or (ii) execute and deliver
registered or bearer scrip over the manual or facsimile signature of an officer
of the corporation or of its agent for that purpose, exchangeable as therein
provided for full share certificates, but such scrip shall not entitle the
holder to any rights as a stockholder except as therein provided. Such scrip may
provide that it shall become void unless the rights of the holders are exercised
within a specified period and may contain any other provisions or conditions
that the corporation shall deem advisable. Whenever any such scrip shall cease
to be exchangeable for full share certificates, the shares that would otherwise
have been issuable as therein provided shall be deemed to be treasury shares
unless the scrip shall contain other provisions for their disposition.

         3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, of
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon. The Board of Directors shall have power and authority to make all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates of stock, and may appoint a transfer agent and a
registrar, and may require all stock certificates to bear the signature of such
transfer agent and of such registrar.

         4. TREASURY STOCK. The Chairman or Vice-Chairman of the Board of
Directors, if any, or President or a Vice-President or Treasurer or an Assistant
Treasurer or Secretary or an Assistant Secretary of the corporation is
authorized and hereby is directed to assign, sell, purchase, or transfer shares
of the common stock of the corporation for the purpose of effecting
stock-for-stock transactions in accordance with the provisions of any Stock
Option Plan which may be in effect from time to time.

         5. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock, or for the purpose
of any other lawful action, the directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty

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days prior to any other action, provided, however, that in the case of the
payment of any dividend, the record date fixing the stockholders entitled to
payment thereof shall be at least ten days after the date on which such dividend
is declared by the Board of Directors. If no record date is fixed, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held; the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed; and
the record date for determining stockholders for any other purpose, other than
the payment of dividends, shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto. A determination
of stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         6. BENEFICIAL OWNERS. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.

         7. MEETING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and such reference is also intended to include any outstanding
share or shares of stock of any class and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the Articles of
Incorporation confers such rights where there are two or more classes or series
of shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares of stock, one or more of
which are limited or denied such rights thereunder; provided, however, that,
except as provided by the General Corporation Law, no such right shall vest in
the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the Articles of Incorporation.

         8.  STOCKHOLDER MEETINGS.

         (a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board of Directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual

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meeting shall be held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on the date and at the
time fixed by the Board of Directors.

         (b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the principle office of the corporation in the State of
Delaware.

         (c) CALL. Annual meetings and special meetings may be called by the
directors or by any officer designated by the directors to call the meeting.

         (d) NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in
writing and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the meeting
is called and the time when, and the place where, it is to be held. A copy of
such notice shall be either delivered personally to, or shall be mailed postage
prepaid to, each stockholder not less than ten or more than sixty days before
such meeting. If mailed, it shall be directed to a stockholder at his address as
it appears upon the records of the corporation. Any stockholder may waive notice
of any meeting by a writing signed by him or his duly authorized attorney,
either before or after the meeting; and whenever notice of any kind is required
to be given under the provisions of the General Corporation Law, a waiver
thereof in writing and duly signed, whether before or after the time of such
required notice, shall be deemed equivalent thereto.

         (e) STOCKHOLDER LIST The officer who has charge of the stock ledger of
the corporation shall prepare and make or cause to be prepared and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city or other
municipality or community where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, any may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this section or the books of the corporation, or to vote at
any meeting of stockholders.

         (f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting; the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the

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stockholders. The Secretary of the corporation, or in his absence an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

         (g) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
in all matters in which a stockholder is entitled to participate, whether by
voting or by participating at a meeting, or by expressing consent or dissent
without a meeting. Every proxy must be executed by the stockholder or by his
attorney-in-fact. No proxy shall be valid after the expiration of three years
from the date of its execution, unless it specifies therein a longer period.

         (h) INSPECTORS. The Board of Directors, in advance of any meeting of
stockholders shall appoint one or more inspectors to act at the meeting or any
adjournment thereof and make a written report thereof. In case any person who
may be appointed as an inspector fails to appear or act, the vacancy may be
filled by the person presiding at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall (i) determine the number of
shares of stock outstanding and the voting power of each; (ii) determine the
shares of stock represented at the meeting and validity of proxies and ballots;
(iii) shall count all votes and ballots; (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (v) certify their determination of the
number of shares represented at the meeting, and their count of all votes and
ballots.

         (i) QUORUM. The holders of a majority of the outstanding shares of
stock or of the voting power, as the case may be, shall constitute a quorum at a
meeting of stockholders for the transaction of any business unless the action to
be taken at the meeting shall require a greater proportion. The stockholders
present may adjourn the meeting despite the absence of a quorum.

         (j) VOTING. Each share of stock shall entitle the holder thereof to one
vote except where the General Corporation Law, the Certificate of Incorporation,
or the Bylaws prescribe a different exercise of voting power. In the election of
directors, a plurality of the votes cast shall elect. Any other action shall be
authorized by a majority of the votes cast except where the General Corporation
Law, the Certificate of Incorporation, or the Bylaws prescribe a different
percentage of votes. In the election of directors, voting need not be by ballot;
and, except as otherwise may be provided by the General Corporation Law, voting
by ballot shall not be required for any other action.

         9. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action, except the election
of directors and except as may otherwise be provided by the General Corporation
Law, which may be taken by the vote of stockholders at a meeting may be taken
without a meeting if authorized by the written consent of stockholders holding
at least a majority of the voting power; provided that, if any greater
proportion of voting power is required for such action at a meeting,

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then such greater proportion of written consents shall be required. In no
instance where action is authorized by written consent need a meeting of
stockholders be called or noticed.

                                   ARTICLE II
                                    DIRECTORS

         1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation. The
Board of Directors shall have the authority to fix the compensation of the
members thereof for services in any capacity. The use of the phrase "whole
Board" herein refers to the total number of directors which the corporation
would have if there were no vacancies, as determined by the Board of Directors.

         2. QUALIFICATIONS. Each director must be least 18 years of age. At
least one director must be a citizen of the United States. A director need not
be a stockholder or a resident of the State of Delaware.

         Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation at the meeting
who complies with the notice procedures set forth in this Article II, Section 2.

         Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation at least 75 days before initiation of solicitation to the
stockholders for election in the event of an election other than at an annual
meeting and at least 75 days before the corresponding date that was the record
date of the previous year's annual meeting of stockholders in the event of an
election at an annual meeting. Any such notification pursuant to this paragraph
shall be effective and such person shall be eligible to be elected or to serve
only if the notification contains all information required under Regulation S-K
and the Rules, each promulgated under the Securities Exchange Act of 1934, as
amended. No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Article II, Section 2. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribe by the Bylaws; and, if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

         3. NUMBER, ELECTION, AND TERM. The Board of Directors shall consist of
eleven directors. A director shall hold office until the next annual meeting of
stockholders and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification, or
removal from office. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, any other vacancy occurring in the Board of Directors
may be filled by a

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majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy not resulting
from an increase in the number of directors shall have the same remaining term
as that of his predecessor.

         4. MEETINGS.

         (a) TIME. Meetings shall be held at such time as the Board shall fix.

         (b) PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.

         (c) CALL. No call shall be required for regular meetings for which time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any,
the President, or a majority of the directors in office.

         (d) NOTICE OF ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice, if any, need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written notice.

         (e) QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as the Articles of Incorporation or
the Bylaws may otherwise provide, and except as otherwise provided by the
General Corporation Law, the act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board. The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and the Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or which govern actions of disinterested directors.

         Members of the Board or of any committee which may be designated by the
Board may participate in a meeting of the Board or of any such committee, as the
case may be, by means of a conference telephone network or a similar
communications method by which all persons

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participating in the meeting hear each other. Participation in a meeting by said
means shall constitute presence in person at any such meeting. Each person
participating in a meeting by such means shall sign the minutes thereof.

         (f) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

         5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for
cause or without cause by the holders of at least two thirds of the outstanding
stock of the corporation entitled to vote at an election of directors. One or
more of the directors may be removed for cause by the Board of Directors.

         6. COMMITTEES. There shall be a Nominating Committee which shall
consist of four members. The Board of Directors may, in addition, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation and each
committee to have such authority as the Board shall determine. Any such
committee, to the extent provided in the resolution or resolutions of the Board
and as limited by General Corporation Law, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
except that no such committee shall have authority as to the following matters:

         (a) The submission to shareholders of any action that needs
shareholders' approval under the General Corporation Law, the Articles of
Incorporation, or the Bylaws.

         (b) The filling of vacancies in the Board of Directors or in any
committee.

         (c) The fixing of compensation of the directors for serving on the
Board or on any committee.

         (d) The amendment or repeal of the Bylaws, or the adoption of new
Bylaws.

         (e) The amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.

         7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if a written consent thereto is signed by all the members of the Board
or committee, as the case may be.




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                                   ARTICLE III
                                    OFFICERS

         1. The corporation shall have a President, a Secretary, a Treasurer, a
Resident Agent, and, if deemed necessary, expedient, or desirable by the Board
of Directors, a Chairman of the Board, a Vice-Chairman of the Board, one or more
Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers, agents, and factors with such titles as the
resolutions choosing them shall designate. Each of any such officers, agents,
and factors shall be elected by a majority vote of the Board of Directors or in
the manner determined by the Board of Directors.

         2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director. Any two or
more offices may be held by the same person, as the directors may determine.

         3. TERM OF OFFICE. (a) Unless otherwise provided in the resolution
choosing him, each officer, except the Resident Agent, shall be chosen for a
term which shall continue until the meeting of the Board of Directors following
the next annual of stockholders and until his successors shall have been chosen
and qualified. The Resident Agent shall serve until his or its successor shall
have been chosen and qualified.

         (b) Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.

         (c) Any vacancy in any office may be filled by the Board of Directors
or in the manner determined by the Board. In case of any vacancy in the position
of Chairman of the Board, if any, President, any Executive Vice-President, if
any, any Senior Vice President, if any, any Vice-President, Secretary, or
Treasurer, there shall be no automatic succession but such vacancy shall be
filled by the Board of Directors.

         4. DUTIES AND AUTHORITY. (a) All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.

         (b) The Treasurer shall give bond with corporate surety, in an amount
fixed by the Board of Directors. The President shall preside at all meetings of
the officers and shall exercise such general executive powers as are usually
incident to such office.



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                                   ARTICLE IV
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         1. INDEMNIFICATION. Except as prohibited by General Corporation Law,
every director and officer of the corporation shall be entitled as a matter of
right to be indemnified by the corporation against reasonable expense and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the corporation or
otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person being or having been a director or officer of the
corporation or by reason of the fact that such person is or was serving at the
request of the corporation as a director, officer, employee, fiduciary or other
representative of the corporation or another corporation, partnership, joint
venture, trust, employee benefit plan or other entity (such claim, action, suit
or proceeding hereinafter being referred to as an "action"); provided, however,
that no such right of indemnification shall exist with respect to an action
brought by a director or officer against the corporation other than in a suit
for indemnification as provided hereunder. Such indemnification shall include
the right to have expenses incurred by such person in connection with an action
paid in advance by the corporation prior to final disposition of such action,
subject to such conditions as may be prescribed by law. As used herein,
"expense" shall include, among other things, fees and expenses of counsel
selected by such person, and "liability" shall include amounts of judgments,
excise taxes, fines and penalties, and amounts paid in settlement.

         2. INSURANCE; OTHER FUNDING. The corporation may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any action, whether or not the corporation would have the power
to indemnify such person against such liability or expense by law or under the
provisions of this Article IV. The corporation may make other financial
arrangements, which may include, among other things, a trust fund, program of
self-insurance, grant of a security interest or other lien on any assets of the
corporation, or establishment of a letter of credit, guaranty, or surety to
ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

         3. NON-EXCLUSIVE; NATURE AND EXTENT OF RIGHTS. The right of
indemnification provided for herein (i) shall not be deemed exclusive of any
other rights, whether now existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any agreement, the Articles of
Incorporation, vote of stockholders or directors, or otherwise, (ii) shall be
deemed to create contractual rights in favor of persons entitled to
indemnification hereunder, (iii) shall continue as to persons who have ceased to
have the status pursuant to which they were entitled or were designated as
entitled to indemnification hereunder and shall inure to the benefit of the
heirs and legal representatives of persons entitled to indemnification
hereunder, and (iv) shall be applicable to actions, suits, or proceedings
commenced after the adoption of this Bylaw, whether arising from acts or
omissions occurring before or after the adoption hereof. The right of
indemnification provided for herein may not be

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amended, modified, or repealed so as to limit in any way the indemnification
provided for herein with respect to any acts or omissions occurring prior to the
adoption of any such amendment or repeal.

                                    ARTICLE V
                                CHECKS AND NOTES

         1. All checks, drafts and orders for the payment of money shall be
signed by the President or Treasurer or such officer as may be designated by the
Board of Directors, and such signature may be affixed by facsimile signature
except that any disbursement in an amount of $5,000.00 or more must be
countersigned manually by another designated officer.

         2. All promissory notes of the corporation and acceptances must be
authorized by the Board of Directors and signed by the President and Treasurer.

                                   ARTICLE VI
                              FISCAL YEAR, WORKING
                              CAPITAL AND DIVIDENDS

         1. The fiscal year of the corporation shall consist of a fifty-two or
fifty-three week period beginning on the first Sunday after the last Saturday of
each calendar year and ending on the last Saturday of each calendar year, unless
otherwise changed by the Board of Directors.

         2. The Board of Directors shall have power to fix a sum, which may be
set aside or reserved, over and above the corporation's capital paid-in, as
working capital for the corporation, and from time to time they may increase,
diminish, and vary same in their absolute judgment and discretion.

         3. Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, 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 capital stock. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.

                                   ARTICLE VII
                             CORPORATE SEAL OR STAMP

         The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.


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                                  ARTICLE VIII
                     PRINCIPAL OFFICE-RESIDENT AGENT-RECORDS

         The location of the initial principal office of the corporation in the
State of Delaware is set forth in the original Articles of Incorporation of the
corporation; and the name of the initial resident agent of the corporation in
charge of said principal office is The Corporation Trust Company.

         The corporation shall maintain at said principal office a copy of its
Articles of Incorporation and all amendments thereto, and a copy of the Bylaws
and all amendments thereto, as certified by the Secretary of the corporation.
The corporation shall also keep at said principal office a stock ledger or a
duplicate stock ledger revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively, or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.

                                   ARTICLE IX
                               CONTROL OVER BYLAWS

         The Bylaws may be amended or repealed, and new Bylaws may be adopted,
(1) by vote of the holders of shares representing at least 75% of the votes
entitled to be cast at any annual meeting of stockholders, or at any special
meeting of the stockholders called for that purpose, or (2) by a majority vote
of the Board of Directors. Any Bylaw adopted by the Board may be amended or
repealed by the stockholders entitled to vote thereon as herein provided, but a
Bylaw adopted by the stockholders may provide that such Bylaws shall not be
subject to amendment or repeal by the Board. If any Bylaw regulating an
impending election of directors is adopted, amended, or repealed by the Board,
there shall be set forth in the notice of the next meeting of stockholders for
the election of directors the Bylaw so adopted, amended, or repealed, together
with a concise statement of the changed made.




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