(As amended - 9/3/97)

                                     BY-LAWS
                                       OF
                                    PSC INC.
                     (hereinafter called the "Corporation")



                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

         SECTION 1. Annual  Meeting.  The Annual Meeting of the  Shareholders of
the  Corporation  shall be held on such  dates and as may be fixed  from time to
time by the Board of  Directors  and  stated in the notice of  meeting,  for the
election of  Directors  and for the  transaction  of such other  business as may
properly be brought before such meeting.

         SECTION 2. Special  Meetings.  Special  Meetings of the Shareholders of
the Corporation may be held at any time in the interval between Annual Meetings.
Special  Meetings  may be called  only by the Board of  Directors  pursuant to a
resolution approved by a majority of the entire Board of Directors.

         SECTION  3.  Place of  Meetings.  Annual and  Special  Meetings  of the
Shareholders  of the  Corporation  shall be held at the principal  office of the
Corporation  or at such other  place  within or without the State of New York as
the Board of Directors may from time to time determine.

         SECTION 4. Notice of  Meetings.  Written or printed  notice of the time
and place and purpose or purposes of all meetings of the  Shareholders  shall be
given  personally,  or by mail,  not less than ten (10) days nor more than fifty
(50) days before the day fixed for the meeting, to each Shareholder  entitled to
vote at said  meeting,  and such notice must indicate that it is being issued by
or at the  direction of the person or persons  calling the meeting.  Such notice
must also be given to any  Shareholder  who, by reason of any action proposed at
such meeting, would be entitled to have his stock appraised, if such action were
taken,  and such notice must specify the proposed action and state the fact that
if the action is taken, the dissenting  Shareholder shall have appraisal rights.
Such notice shall be given to the Shareholder by leaving the same with him or at
his residence or usual place of business or by mailing it,  postage  prepaid and
addressed  to him at his address as it appears on the books of the  Corporation,
unless he shall have  filed  with the  Secretary  of the  Corporation  a written
request that notices intended for him be mailed to some other address,  in which
event it shall be mailed to the address  designated in such request.  Notices of
every Annual or Special Meeting shall state the place,  day, hour and purpose or
purposes of such meeting; and, in case of any Special Meeting, no business shall
be acted  upon  which has not been  stated in the  notice  of the  meeting.  The
notices,  as provided for in this  Section,  are not required to 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. No notice of an adjourned  meeting of Shareholders need be given,
unless the Board of Directors fixes a new record date for the adjourned meeting.

                                      -63-
<PAGE>
         SECTION  5.  Record  Dates.   For  the  purpose  of   determining   the
Shareholders  entitled to notice of or to vote at a Shareholders' meeting or any
adjournment thereof, the Board of Directors may fix a date of record which shall
not be more than fifty (50) days nor less than ten (10) days before said meeting
date. For the purpose of determining Shareholders entitled to express consent to
or dissent from any proposal without a meeting, or for determining  Shareholders
entitled to receive payment of a dividend or the allotment of any rights, or for
any other  action,  the Board of Directors  may fix a date of record which shall
not be more than fifty (50) days prior to such action.

         SECTION 6. Quorum. At all Meetings of Shareholders, except as otherwise
provided by law or by the Certificate of  Incorporation,  there shall be present
in person or represented by proxy,  Shareholders  owning a majority in number of
the  shares of the  Corporation  issued and  outstanding  and  entitled  to vote
thereat, in order to constitute a quorum; but if there be no quorum, the holders
of such  shares so present or  represented  may by  majority  vote  adjourn  the
meeting from time to time,  but not for a period of over thirty (30) days at any
one time,  without  notice other than by  announcement  at the meeting,  until a
quorum  shall  attend,  any  business  may be  transacted  which might have been
transacted at the meeting as originally  called.  When a quorum is once present,
it is not broken by the subsequent withdrawal of any Shareholder.

         SECTION  7.  Voting.  At  all  meetings  of  the   Shareholders,   each
Shareholder, entitled to vote thereat, may vote in person or by proxy, and shall
have  one (1)  vote  for each  share  standing  in his name on the  books of the
Corporation,  unless otherwise required by law, the Certificate of Incorporation
or any amendments  thereto,  or these By-Laws.  Upon demand of the  Shareholders
holding ten percent  (10%),  in interest of the shares,  present in person or by
proxy,  and entitled to vote,  voting  shall be by ballot.  A plurality of votes
cast shall be sufficient to elect Directors,  and a majority of votes cast shall
be sufficient to take any other corporate action,  except as otherwise  provided
by law or these By-Laws.

         SECTION 8. Proxies. Every proxy shall be in writing,  subscribed by the
Shareholder or his duly  authorized  attorney and dated. No proxy which is dated
more than eleven (11) months  before the meeting at which it is offered shall be
accepted,  unless such proxy shall,  on its face, name a longer period for which
it is to remain in force.

         SECTION 9.  Conduct of  Meetings.  Meetings  of  Shareholders  shall be
presided  over by the Chief  Executive  Officer  of the  Corporation,  or in his
absence, by the Chairman of the Board of Directors, if any, or in his absence by
the President,  or in his absence, by an Executive Vice President, if any, or in
the absence of all such officers, by a Chairman to be chosen at the Meeting.
The  Secretary of the  Corporation  shall act as  Secretary  of the Meeting,  if
present.

         The Board of  Directors  of the  Corporation  shall be entitled to make
such rules or  regulations  for the conduct of Meetings  of  Shareholders  as it
shall  deem  necessary,  appropriate  or  convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the Chairman of the Meeting shall
have the right and authority to prescribe such rules, regulations and procedures
an to do all such acts as, in the  judgment  of such  Chairman,  are  necessary,
appropriate  or  convenient  for the proper  conduct of the Meeting,  including,
without limitation, establishing an agenda or order of business for the Meeting,
rules and  procedures  for  maintaining  order at the  Meeting and the safety of
those present,  limitations on  participation in such Meeting to Shareholders of
record of the Corporation and their duly authorized and constituted proxies, and
such other persons as the Chairman  shall permit,  restrictions  on entry to the
Meeting after the time fixed for the  commencement  thereof,  limitations on the
time  allotted to questions or comment by  participants  and  regulation  of the
opening and closing of the polls for  balloting on matters which are to be voted
on by ballot, unless, and to the extent, determined by the Board of Directors or
the Chairman of the Meeting,  Meetings of Shareholders  shall not be required to
be held in accordance with rules of parliamentary procedure.

                                      -64-
<PAGE>

         SECTION 10.  Notification of  Nominations.  Nominations for election of
Directors may be made by the Board of Directors or by any  shareholder  entitled
to vote for the election of Directors.  Any Shareholder entitled to vote for the
election of  Directors  at such a Meeting may  nominate  persons for election as
Directors  only if  written  notice  of such  Shareholder's  intent to make such
nomination  is given,  either by  personal  delivery or by United  States  mail,
postage  prepaid,  to the Secretary of the  Corporation  not later than (i) with
respect to an election to be held at an Annual Meeting of Shareholders,  90 days
in advance of such Meeting, and (ii) with respect to an election to be held at a
Special  Meeting of  Shareholders  for the election of  Directors,  the close of
business on the seventh day  following  the date on which notice of such Meeting
is first given to  Shareholders.  Each such notice shall set forth: (a) the name
and address of the  Shareholder  who intends to make the  nomination  and of the
person or persons to be nominated, (b) a representation that such Shareholder is
a holder of record of stock of the Corporation  entitled to vote at such Meeting
and  intends  to appear in person or by proxy at the  Meeting  to  nominate  the
person or persons specified in the notice, (c) a description of all arrangements
or understandings between such Shareholder and each nominee and any other person
or persons  (naming such person or persons)  pursuant to which the nomination or
nominations  are to be made by such  Shareholder,  (d)  such  other  information
regarding each nominee  proposed by such Shareholder as would have been required
to be included  in a proxy  statement  filed  pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated,  or intended
to be nominated by the Board of  Directors,  and (e) the consent of each nominee
to  serve as a  Director  of the  Corporation  if  elected.  The  Chairman  of a
Shareholder  Meeting may refuse to acknowledge  the nomination of any person not
made in compliance with the foregoing procedure.

         SECTION  11.  Notification  of  Proposals  for  Corporate  Action.  Any
Shareholder  entitled  to vote at a Meeting  may make a proposal  for  corporate
action at such Meeting only if written  notice of such  Shareholder's  intent to
make such a proposal is given,  either by personal  delivery or by United States
mail,  postage  prepaid,  to the Secretary of the Corporation not later than (i)
with  respect to an annual  Meeting of  Shareholder,  90 days in advance of such
Meeting,  and (ii) with respect to a Special Meeting of Shareholders,  the close
of  business  on the  seventh  day  following  the date on which  notice of such
Meeting is first given to  Shareholders.  Each such notice shall set forth:  (a)
the name and address of the Shareholder who intends to make the proposal,  (b) a
representation  that  such  Shareholder  is a holder  of  record of stock of the
Corporation  entitled to vote at such Meeting and intends to appear in person or
by proxy at the Meeting to make the proposal, (c) a description of the proposal,
(d) such other information regarding the proposal as would have been required to
be  included  in a proxy  statement  filed  pursuant  to the proxy  rules of the
Securities and Exchange  Commission.  The Chairman of a Shareholder  Meeting may
refuse to acknowledge the proposal of any person not made in compliance with the
foregoing procedure.

                                      -65-
<PAGE>

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. Number,  Election and Terms. The business and affairs of the
Corporation  shall be managed and controlled by a Board of Directors  consisting
of not less than nine (9) nor more than twenty (20) persons. The exact number of
Directors  within the minimum  limitations  specified in the preceding  sentence
shall be fixed from time to time by the by-laws pursuant to a resolution adopted
by a majority of the entire Board of  Directors.*  At the 1989 Annual Meeting of
Shareholders,  the Directors shall be divided into three (3) classes,  as nearly
equal in number  as  possible,  with the term of  office  of the first  class to
expire at the 1990  Annual  Meeting of  Shareholders,  the term of office of the
second class to expire at the 1991 Annual Meeting of Shareholders,  and the term
of  office  of  the  third  class  to  expire  at the  1992  Annual  Meeting  of
Shareholders.  At each Annual  Meeting of  Shareholders  following  such initial
classification and election,  Directors elected to succeed those Directors whose
terms  expire  shall be  elected  for a term of  office  to  expire at the third
succeeding  Annual Meeting of Shareholders  after their election.  Each Director
shall  serve  until  his  successor  is  elected  and   qualified,   unless  his
directorship be theretofore vacated by resignation, death, removal or otherwise.
Directors need not be shareholders.

         SECTION 2. Newly Created  Directorships  and Vacancies.  Subject to the
rights of the holders of any series of Preferred Stock then  outstanding,  newly
created  directorships  resulting from any increase in the authorized  number of
Directors  or any  vacancies  in the Board of  Directors  resulting  from death,
resignation,  retirement,  disqualification,  removal from office or other cause
shall  be  filled  by a  majority  vote of the  Directors  then in  office,  and
Directors  so chosen  shall hold  office for a term  expiring at the next Annual
Meeting of  Shareholders  and until his successor is elected and  qualified.  No
decrease in the number of Directors  constituting  the Board of Directors  shall
shorten the term of any incumbent director.

         SECTION 3. Removal.  Subject to the rights of the holders of any series
of  Preferred  Stock then  outstanding,  any  Director,  or the entire  Board of
Directors,  may be removed from office at any time,  but only for cause and only
by the  affirmative  vote of the holders of at least 66-2/3% of the voting power
of all of the shares of the  Corporation  entitled  to vote for the  election of
Directors.

         SECTION 4. Meetings.  Regular  Meetings of the Board of Directors shall
be held at such times as the Directors may from time to time determine.  Special
Meetings of the Board of Directors shall be held at any time, upon call from the
Chairman of the Board,  the Chief Executive  Officer or at least one-third (1/3)
of the Directors.

         SECTION 5. Place of Meetings. Regular and Special Meetings of the Board
of Directors shall be held at the principal office of the Corporation or at such
other place,  within or without the State of New York, as the Board of Directors
may from time to time determine.
<PAGE>


         SECTION 6.  Notice of  Meetings.  Notice of the place,  day and hour of
every  Regular and Special  Meeting shall be given to each Director at least one
(1) day before the meeting by delivering  the same to him  personally or sending
the same to him by telegraph or leaving the same at his residence or usual place
of  business or by mailing,  at least  three (3) days before the  meeting,  such
known Post Office address according to the records of the Corporation. No notice
of any adjourned  meeting of the Board of Directors  need be given other than by
announcement  at the  meeting,  subject to the  provisions  of Section 8 of this
Article.

         SECTION 7. Waiver of Notice. Notice of the meeting need not be given to
any Director who submits a signed written waiver thereof whether before,  during
or after the  meeting  nor to any  Director  who  attends  the  meeting  without
protesting, prior thereto or at it commencement, the lack of notice to him.

         SECTION 8. Quorum. Except as may be otherwise  specifically provided by
law, the Certificate of Incorporation or these By-Laws,  a majority of the Board
of Directors  shall be necessary to constitute a quorum for the  transaction  of
business at each meeting of the Board of Directors;  but if at any meeting there
be less than a quorum  present,  a majority  of those  present  may  adjourn the
meeting  from time to time  without  notice  other than by  announcement  at the
meeting, until a quorum shall attend. At any such adjournment, at which a quorum
shall  be  present,  any  business  may be  transacted  which  might  have  been
transacted at the meeting as originally called.

         SECTION 9. Compensation. Directors as such shall not receive any stated
compensation for their services,  but by resolution of the Board of Directors, a
fixed sum and  expense of  attendance  may be  allowed  for  attendance  at each
Special or Regular Meeting thereof. Nothing in this Section will be construed to
preclude a Director from serving the  Corporation in any other capacity and from
receiving compensation therefor.

         SECTION 10.  Executive  Committee  and Other  Committees.  The Board of
Directors may, in its  discretion,  by an affirmative  vote of a majority of the
whole Board appoint an Executive Committee,  or any other committee,  to consist
of three (3) or more  Directors as the Board of Directors in the  management  of
the business and affairs the Corporation,  and other committees shall have those
powers  conferred  upon them by the Board,  except that no committee  shall have
power:

     (a) To recommend to Shareholders any action requiring Shareholder approval;

     (b) To fill vacancies in the Board or in any committee thereof;

     (c) To fix  compensation  of  Directors  for  service  on the  Board or any
         committee thereof;

     (d) To repeal, amend or adopt By-Laws;

     (e) To amend or repeal any Board  resolution  which does not, by its terms,
         make it amendable or repealable by such committee;

     (f) To remove,  or fix the compensation of, officers who are elected by the
         Board.

                                      -66-
<PAGE>

In the  absence  of  any  member  of the  Executive  Committee  or of any  other
committee,  the members  thereof  present at any meeting may appoint a member of
the  Board of  Directors  previously  designated  by the  Board  as a  committee
alternate to act in place of such absent  member.  The Board of Directors  shall
have the power at any time to change the  membership of any  committee,  to fill
vacancies in it, or dissolve it. The Executive Committee and any other committee
may make rules for the conduct of its business,  and may appoint such committees
and  assistants  as may from time to time be  necessary,  unless the Board shall
provide otherwise.  A majority of the members of the Executive  Committee and of
any other committee shall constitute a quorum. Each committee shall keep regular
minutes and report to the Board of Directors when required.


         SECTION 11. Action Without a Meeting.  Any action required or permitted
to be taken by the Board of  Directors or any  committee  thereof at a duly held
meeting may be taken  without a meeting if all members of the Board of Directors
or the committee consent in writing to the adoption of a resolution  authorizing
the action.  Such resolution and the written  consents thereto by the members of
the Board of Directors or the  committee  shall be filed with the minutes of the
proceedings of the Board of Directors or the committee.

         SECTION 12. Participation in Meetings by Conference Telephone.  Any one
or  more  members  of the  Board  of  Directors  or any  committee  thereof  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participating by such means
shall constitute presence in person at a meeting.

                                      -67-
<PAGE>

                                   ARTICLE III

                                    OFFICERS

         SECTION  1.  Election  of  Officers.  The  Board of  Directors  (or the
Executive Committee), at any duly held meeting thereof, shall elect a President,
a Secretary  and Treasurer of the  Corporation,  and may elect a Chairman of the
Board of Directors and a Vice Chairman of the Board of Directors  from among the
Directors  of the  Corporation,  one or  more  Vice  Presidents  and  any  other
officers.  Each  such  officer  shall  serve  at the  pleasure  of the  Board of
Directors or until his  successor  shall have been duly elected or appointed and
qualifies, or until he shall have been removed in the manner provided in Section
3 of this Article.  Any two offices may be held by the same person,  except that
no person shall hold the office of President  and  Secretary  concurrently.  Any
vacancies in the above offices shall be filled in the same manner.

         SECTION 2. Assistant and Subordinate  Officers.  The Board of Directors
(or the Executive Committee) may elect one or more Assistant Treasurers,  one or
more Assistant  Secretaries and such other subordinate  officers or agents as it
may deem proper from time to time, who shall hold office only at the pleasure of
the Board of Directors (or the Executive Committee).  The Board of Directors may
from time to time  authorize the Chief  Executive  Officer to appoint and remove
such assistant and subordinate  officers and agents and prescribe the powers and
duties thereof.

         SECTION 3. Removal.  Any officer of the Corporation may be removed with
or without  cause by a vote of the  majority of the entire Board of Directors of
the Corporation  then in office at a meeting called for that purpose (or, except
in the case of an officer  elected by the Board of  Directors,  by the Executive
Committee)  whenever in its judgment the best interests of the Corporation  will
be served thereby.

         SECTION  4.  Compensation.   The  Board  of  Directors  shall  fix  the
compensation  of all officers of the  Corporation who are appointed by the Board
of Directors.  The Board of Directors or the Executive  Committee  shall fix the
compensation of all other officers of the Corporation,  except that the Board of
Directors may authorize the Chief Executive  Officer to fix the  compensation of
such  assistant  and  subordinate  officers  and agents as he is  authorized  to
appoint and remove.

         SECTION 5.  Chairman of the Board and Vice  Chairman of the Board.  The
Chairman of the Board and in his absence the Vice Chairman if there be one shall
preside at all meetings of the  directors and shall perform such other duties as
the Board may direct.  The Chairman of the Board shall select and charter  Board
committees,  establish  board  agendas,  direct  that  management  prepares  and
presents informative reports to the Board, monitor and review the performance of
the President and Chief Executive Officer,  and perform such other duties as the
Board may from time to time direct.

                                      -68-
<PAGE>

         SECTION 6. President.  The President  shall,  subject to the control of
the Board of Directors (or the Executive Committee), have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors (or the Executive  Committee) are carried into effect. He
shall  execute all bonds,  mortgages,  contracts  and other  instruments  of the
Corporation  requiring a  signature  under the seal of the  Corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except that the other officers of the Corporation may sign and execute documents
when so authorized by these By-Laws, the Board of Directors or the President. In
the absence or disability of the Chairman of the Board of Directors, or if there
be none, the President  shall preside at all meetings of the Board of Directors.
The  President  shall be the Chief  Executive  Officer of the  Corporation.  The
President  shall also  perform  such other  duties and may  exercise  such other
powers as from time to time may be  assigned  to him by these  By-Laws or by the
Board of Directors (or the Executive Committee).

         SECTION 7. Vice Presidents.  Any one or more of the Vice Presidents may
be  designated  by the Board of Directors  (or the  Executive  Committee)  as an
Executive Vice President. At the request of the President to whom that Executive
Vice  President  reports,  or in his  absence  or  during  his  disability,  the
Executive Vice President  shall perform the duties and exercise the functions of
that President.

         SECTION 8.  Secretary.  The  Secretary  shall keep full  Minutes of all
meetings of the Shareholders and of the Board of Directors in books provided for
the purpose. He shall see that all notices are duly given in accordance with the
provisions  of these By-Laws or as required by law. He shall be the custodian of
the  records  and of the Seal or Seals of the  Corporation.  He shall  affix the
Corporate  Seal to all  documents,  the  execution  of  which on  behalf  of the
Corporation,  under the Seal,  is duly  authorized by the Board of Directors (or
the Executive Committee), and when so affixed may attest the same. He shall have
such  other  powers  and duties as may be  properly  designated  by the Board of
Directors (or the Executive Committee) and the Chief Executive Officer.

         SECTION 9.  Treasurer.  The  Treasurer  shall keep correct and complete
books and  records of account  for the  Corporation.  Subject to the control and
supervision of the Board of Directors (or the Executive Committee) and the Chief
Executive  Officer,  or such other officers as the Chief  Executive  Officer may
designate,  the Treasurer shall establish and execute programs for the provision
of  the  capital  required  by  the  Corporation,   including   negotiating  the
procurement of capital and maintaining  adequate  sources for the  Corporation's
current  borrowings  from  lending  institutions.   He  shall  maintain  banking
arrangements to receive,  have custody of and disburse the Corporation's  monies
and securities.  He shall invest the Corporation's funds as required,  establish
and coordinate  policies for investment in pension and other similar trusts, and
provide insurance  coverage as required.  He shall direct the granting of credit
and the collection of accounts due the Corporation, including the supervision of
special  arrangements  for  financing  sales,  such as time  payment and leasing
plans. He shall have such other powers and duties as may be properly  designated
by the Board of Directors (or the Executive  Committee) and the Chief  Executive
Officer.

                                      -69-
<PAGE>

         SECTION 10. Securities of Other Corporation.  Unless otherwise provided
by resolution adopted by the Board of Directors,  the Chairman of the Board, the
Chief Executive Officer,  the President of the Corporation or any Vice President
may, with respect to any shares of stock or other securities issued by any other
corporation or other business organization and held by the Corporation, exercise
voting and similar rights on behalf of the  Corporation and execute any ballots,
consents,  powers of attorney or proxies for that purpose. In addition, any such
officer may endorse  for sale or  transfer  and may sell or transfer  for and on
behalf of the  Corporation  any such stock or securities and may appoint proxies
or attorneys for such purpose.

         SECTION 11.  Non-corporate  Officers.  The Chairman of the Board or the
President  may from time to time appoint one or more vice  presidents  who shall
not be  considered  officers  of the  Corporation  for any  purpose.  Such  vice
presidents  shall be clearly  designated as non-corporate  officers,  shall hold
office for such  period,  have such  authority,  and perform  such duties as the
Chairman of the Board, or the President may from time to time prescribe.

                                      -70-
<PAGE>


                                   ARTICLE IV

                               SHARE CERTIFICATES

         SECTION 1. Form and Signatures. The interest of each Shareholder of the
Corporation  shall be  evidenced  by  certificates  for  shares in such form not
inconsistent  with law or the Certificate of  Incorporation,  and any amendments
thereof,  as the Board of Directors may from time to time  prescribe.  The share
certificates  shall be signed by the Chief Executive  Officer,  a President or a
Vice  President and by the Secretary or an Assistant  Secretary or the Treasurer
or an  Assistant  Treasurer,  sealed  with  the  seal  of the  Corporation,  and
countersigned  and registered in such manner,  if any, as the Board of Directors
may by resolution  prescribe.  Where any share certificate is countersigned by a
transfer agent or registered by a registrar,  other than the Corporation  itself
or its employee, the signatures of any such Chief Executive Officer,  President,
Vice  President,   Secretary,  Assistant  Secretary,   Treasurer,  or  Assistant
Treasurer and such  corporate  seal, may be facsimiles  engraved or printed.  In
case any officer  who has signed or whose  facsimile  signature  has been placed
upon such  certificate  shall have  ceased to be such  officer  before the share
certificate is issued,  such  certificate may be issued by the Corporation  with
the same effect as if such person had not ceased to be such officer.

         SECTION 2. Transfer of Shares.  The shares of the Corporation  shall be
transferred on the books of the Corporation by the registered holder thereof, in
person or by his attorney,  upon surrender for  cancellation of certificates for
the same  number of shares,  with a proper  assignment  and  powers of  transfer
endorsed thereon or attached thereto, duly signed by the person appearing by the
certificate to be the owner of the shares represented  thereby,  with such proof
of the  authenticity  of the signature as the  Corporation,  or its agents,  may
reasonably  require.  Such  certificate  shall have  affixed  thereto  all stock
transfer  stamps  required by law. The Board of  Directors  shall have power and
authority to make all such other rules and  regulations as it may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
the Corporation.

         SECTION 3.  Mutilated,  Lost,  Stolen or  Destroyed  Certificates.  The
holder  of  any  certificate   representing  shares  of  the  Corporation  shall
immediately notify the Corporation of any mutilation, loss, theft or destruction
thereof,  and the Board of Directors may, in its  discretion,  cause one or more
new  certificates,  for the same number of shares in aggregate,  to be issued to
such holder upon  satisfactory  proof of such loss, theft or destruction and the
deposit of  indemnity  by way of bond or  otherwise  in such form and amount and
with such  sureties  or  securities  as the Board of  Directors  may  require to
indemnify the Corporation and transfer agent and registrar, if any, against loss
or liability by reason of the issuance of such new  certificates;  but the Board
of Directors may, in its discretion,  refuse to issue such new certificates save
upon the order of some court having jurisdiction in such matters.

         SECTION  4.  Stock  Ledgers.  The  stock  ledgers  of  the  Corporation
containing the names and addresses of the  Shareholders and the number of shares
held by them  respectively  shall be maintained  at the principal  office of the
Corporation,  or if there be a transfer  agent,  at the office of such  transfer
agent, as the Board of Directors shall determine.

         SECTION 5. Transfer Agents and Registrars. The Corporation may have one
or more transfer  agents and one or more registrars of its stock or of any class
or classes of its shares whose respective duties the Board of Directors may from
time to time determine.

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                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 1.  Indemnification  of  Directors  and  Officers.  To the full
extent  authorized  or permitted by law, the  Corporation  shall  indemnify  any
person  ("Indemnified  Person")  made,  or threatened to be made, a party to any
action  or   proceeding,   whether   civil,   at  law,   in  equity,   criminal,
administrative,  investigative  or otherwise,  including any action by or in the
right of the  Corporation,  by  reason  of the fact  that he,  his  testator  or
intestate  ("Responsible  Person"),  whether  before or after  adoption  of this
Article:  (a) is or was a director  or officer of the  Corporation,  or (b) if a
director or officer of the Corporation,  is serving or served,  in any capacity,
at the request of the Corporation,  any other  corporation,  or any partnership,
joint venture, trust, employee benefit plan or other enterprise, or (c) if not a
director or officer of the Corporation,  is serving or served,  in any capacity,
at the request of the Corporation,  any other  corporation,  or any partnership,
joint venture,  trust,  employee benefit play or other  enterprise,  against all
judgments,   fines,   penalties,   amounts  paid  in  settlement  (provided  the
Corporation shall have consented to such settlement,  which consent shall not be
unreasonably withheld by it) and reasonable expenses,  including attorneys' fees
and costs of investigation,  incurred by such Indemnified Person with respect to
any such  threatened or actual  action or  proceeding,  and any appeal  therein,
provided only that the following  standard of conduct is met (x) the acts of the
Reasonable  Person which were material to the cause of action so  adjudicated or
otherwise  disposed of were not committed in bad faith or were not the result of
active  and  deliberate  dishonesty,  and (y)  the  Responsible  Person  did not
personally  gain in fact a financial  profit or other  advantage to which he was
not legally entitled.

         SECTION 2. Advancement of Expenses. All expenses reasonably incurred by
an  Indemnified  Person in  connection  with a  threatened  or actual  action or
proceeding  with  respect  to  which  such  person  is or  may  be  entitled  to
indemnification  under this Article shall be advanced or promptly  reimbursed by
the  Corporation  to him in advance of the final  disposition  of such action or
proceeding,  upon receipt of an undertaking by him or on his behalf to repay the
amount of such  advances,  if any, as to which he is ultimately  found not to be
entitled to indemnification or, where  indemnification is granted, to the extent
such advances exceed the indemnification to which he is entitled.

         SECTION 3.  Procedure for Indemnification

                  (a)  Not  later  than   thirty  (30)  days   following   final
disposition of an action or proceeding with respect to which the Corporation has
received written request by an Indemnified Person for  indemnification  pursuant
to this Article,  if such  indemnification  has not been ordered by a court, the
Board of Directors  shall meet and find whether the  Responsible  Person met the
standard of conduct set forth in Section 1 of the Article, and, if it finds that
he did, or to the extent it so finds, shall authorize such indemnification.

                  (b) Such  standard of conduct  shall be found to have been met
unless (i) a judgment or other  final  adjudication  adverse to the  Indemnified
Person establishes that (A) acts of the Responsible Person were committed in bad
faith or were the result of active and  deliberate  dishonesty and were material
to the cause of action so adjudicated,  or (B) the Responsible Person personally
gained in fact a financial profit or other advantage to which he was not legally
entitled;  or (ii) if the action or  proceeding  was  disposed  of other than by
judgment or other final adjudication,  the Board finds in good faith that, if it
had been disposed of by judgment or other final  adjudication,  such judgment or
other final  adjudication  would have been adverse to the Indemnified Person and
would have established (A) or (B) above.

                                      -72-
<PAGE>

                  (c) If indemnification is denied, in whole or part, because of
such a  finding  by the  Board in the  absence  of a  judgment  or  other  final
adjudication,   or  because  the  Board   believes   the   expenses   for  which
indemnification is requested to be unreasonable,  such action by the Board shall
in no way  affect  the  right  of the  Indemnified  Person  to make  application
therefor  in any  court  having  jurisdiction  thereof,  and in such  action  or
proceeding the issue shall be whether the Responsible Person met the standard of
conduct set forth in Section 1, or whether the expenses were reasonable,  as the
case may be; not  whether  the  finding of the Board with  respect  thereto  was
correct;  and the  determination  of such  issue  shall not be  affected  by the
Board's finding.  If the judgment or other final  adjudication in such action or
proceeding  establishes that the Responsible  Person met the standard of conduct
set forth in Section 1, or that the disallowed  expenses were reasonable,  or to
the extent that it does,  the Board  shall then find such  standard to have been
met if it has not done so, and shall grant such indemnification,  and shall also
grant to the Indemnified Person  indemnification of the expenses incurred by him
in connection  with the action or proceeding  resulting in the judgment or other
final adjudication that such standard of conduct was met, or if pursuant to such
court  determination  such  person is  entitled  to less than the full amount of
indemnification  denied  by  the  Corporation,  the  portion  of  such  expenses
proportionate to the amount of such indemnification so awarded.

                  (d) A finding by the Board  pursuant to this  Section that the
standard of conduct set forth in Section 1 has been met shall mean a finding (i)
by a quorum  consisting  of  directors  who are not  parties  to such  action or
proceeding or, (ii) if such a quorum is not obtainable or, if obtainable, such a
quorum is unable to make such a finding  and so  directs:  (A) by the Board upon
the written opinion of independent legal counsel that  indemnification is proper
in the circumstances because the applicable standard of conduct has been met, or
(B) by the  shareholders  upon a finding that such  standard has been met,  such
action by the Board or shareholders to be taken as promptly as is practicable.

         SECTION  4.  Contractual  Article.  This  Article  shall be  deemed  to
constitute  a  contract  between  the  Corporation  and  person  who serves as a
Responsible  Person at any time  while this  Article is in effect.  No repeal or
amendment   to  this   Article,   insofar  as  it  reduces  the  extent  of  the
indemnification of any person who could be a Responsible  Person shall,  without
his written  consent,  be effective as to such person with respect to any event,
act or omission occurring or allegedly  occurring prior to: (a) the date of such
repeal or  amendment  if on that date he is not serving in any capacity in which
he is serving on the date of such repeal or amendment,  other than as a director
or officer of the Corporation,  for which he could be a Responsible  Person,  or
(b) the  later of the  thirtieth  (30th)  day  following  the end of the term of
office  (for  whatever  reason) if he is serving as  director  or officer of the
Corporation  on the date of such repeal or  amendment,  with  respect to being a
Responsible  Person in that capacity.  No amendment of the Business  Corporation
Law  shall,  insofar  as it  reduces  the  permissible  extent  of the  right of
indemnification of a Responsible  Person under this Article,  be effective as to
such person with  respect to any event,  act or omission  occurring or allegedly
occurring prior to the effective date of such amendment.

                                      -73-
<PAGE>

         SECTION 5.  Insurance.  The  Corporation  may,  but need not,  maintain
insurance insuring the corporation or Responsible  Persons for any obligation of
the Corporation for  indemnification  of Responsible  Persons or for liabilities
against which  Responsible  Persons are entitled to  indemnification  under this
Article or insuring  Responsible  Persons for liabilities against which they are
not entitled to indemnification under this Article.

         SECTION  6.  Non-Exclusivity.  The  indemnification  provided  by  this
Article shall not be deemed  exclusive of any other rights to which  director or
officer of the  Corporation or other  corporate  personnel may be entitled under
law other than pursuant to this Article. If the standard of conduct set forth in
Section 1 of this Article is met, the  Corporation is authorized to provide such
persons rights to  indemnification or advancement of expenses in addition to the
provisions  therefor  in this  Article,  to the full  extent  permitted  by law,
pursuant to (a) a resolution of shareholders,  (b) a resolution of directors, or
(c) an agreement providing for such indemnification.

                                      -74-
<PAGE>

                                   ARTICLE VI

                                    FINANCES

         SECTION  1.  Dividends.  Subject  to law and to the  provisions  of the
Certificate of Incorporation, and any amendments thereof, the Board of Directors
may declare  dividends on the stock of the Corporation,  payable upon such dates
as the Board of Directors may designate.

         SECTION 2. Reserves.  Before payment of any dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends such sums 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 such other  purpose as the Board of  Directors  shall deem  conducive to the
interest of the  Corporation,  and the Board of Directors  may modify or abolish
any such reserve in the manner in which it was created.

         SECTION 3. Bills, Notes, Etc. All checks or demands for money and notes
or other instruments  evidencing  indebtedness or obligations of the Corporation
shall be made in the name of the Corporation and 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.

                                   ARTICLE VII

                                   AMENDMENTS

         SECTION 1. Power to Amend.  The Board of Directors shall have the power
to adopt,  amend or repeal the By-Laws of the  Corporation by a majority vote of
the entire Board of Directors at any meeting. Any By-Law adopted by the Board of
Directors  may be amended  or  repealed  at any  meeting  of  Shareholders  by a
majority of the votes cast at such meeting by the holders of shares  entitled to
vote thereon.  However,  the affirmative vote of the holders of at least 66 2/3%
of the voting power of all of the shares of the Corporation entitled to vote for
the election of Directors  shall be required to amend or repeal Article 8 of the
Restated Certificate of Incorporation,  the related amendments to these By-Laws,
or to adopt any provision inconsistent therewith.

         SECTION 2. Notice of Amendment Affecting Election of Directors.  If any
By-Law  regulating  an impending  election of  Directors is adopted,  amended or
repealed by the Board of  Directors,  there shall be set forth in the Notice for
the next Meeting of  Shareholders  for the  election of Directors  the By-Law so
adopted,  amended or repealed,  together with a concise statement of the changes
made.


* At a meeting of the Board of Directors  held on September 3, 1997,  the number
  of directors was fixed at ten (10) persons.

                                      -75-