Exhibit 3.2

                                                                      APPENDIX D

                                     BYLAWS
                                       OF
                                 DECORIZE, INC.
                            (a Delaware Corporation)

                                     OFFICES

         1. The Corporation shall at all times maintain a registered office in
the State of Delaware.

         2. The Corporation may also have offices at such other places within or
outside of the State of Delaware as the Board of Directors shall from time to
time appoint or the business of the Corporation require.

                                  CAPITAL STOCK

         3. The Board of Directors may authorize the issuance of the capital
stock of the Corporation at such times, for such consideration, and on such
terms and conditions as the Board may deem advisable, subject to any
restrictions and provisions of law, the Certificate of Incorporation, as amended
and restated from time to time (the "Certificate of Incorporation"), of the
Corporation or any other provisions of these Bylaws.

         4. The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares 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, or the president or vice-president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. The certificates shall otherwise be in
such form as may be determined by the Board of Directors, shall be issued in
numerical order, shall be entered in the books of the Corporation as they are
issued and shall exhibit the holder's name and number of shares.

         5. The shares of the capital stock of the Corporation are transferable
only on the books of the Corporation upon surrender, in the case of certificated

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shares, of the certificates therefor properly endorsed for transfer, or
otherwise properly assigned, and upon the presentation of such evidences of
ownership of the shares and validity of the assignment as the Corporation may
require.

         6. The Corporation shall be entitled to treat the person in whose name
any share of stock is registered as the owner thereof for purposes of dividends
and other distributions in the course of business or in the course of
recapitalization, consolidation, merger, reorganization, liquidation, or
otherwise, and for the purpose of votes, approvals and consents by stockholders,
and for the purpose of notices to stockholders, and for all other purposes
whatsoever, and shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not the
Corporation shall have notice thereof, save as expressly required by the laws of
the State of Delaware.

         7. The Board of Directors may appoint one or more transfer agents and
registrars, and may require certificates for shares to bear the signature of
such transfer agent(s) and registrar(s).

         8. Upon the presentation to the Corporation of a proper affidavit
attesting the loss, destruction or mutilation of any certificate for shares of
stock of the Corporation, the Board of Directors may direct the issuance of a
new certificate or uncertificated shares in lieu of and to replace the
certificate so alleged to be lost, destroyed or mutilated. The Board of
Directors may require as a condition precedent to the issuance of a new
certificate or uncertificated shares any or all of the following:

         (a)      additional evidence of the loss, destruction or mutilation
                  claimed;

         (b)      advertisement of the loss in such manner as the Board of
                  Directors may direct or approve;

         (c)      a bond or agreement of indemnity, in such form and amount and
                  with such surety (or without surety) as the Board of Directors
                  may direct or approve; and

         (d)      the order or approval of a court.

                    STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS

         9. All meetings of stockholders shall be held at such place within or
outside of the State of Delaware as shall be fixed by the Board of Directors and
stated in the notice of meeting.

         10. The annual meeting of Stockholders of the Corporation shall be held
on such date and at such time as is fixed by the Board of Directors and stated
in the notice of meeting. Directors shall be elected in accordance with the
provisions of the Certificate of Incorporation of the Corporation and these
Bylaws and such other business shall be transacted as may properly come before
the meeting.

         11. The annual meeting of Stockholders may be adjourned by the
presiding officer of the meeting for any reason (including, if the presiding
officer determines that it would be in the best interests of the Corporation to

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extend the period of time for the solicitation of proxies) from time to time and
place to place until the presiding officer shall determine that the business to
be conducted at the meeting is completed, which determination shall be
conclusive.

         12. At an annual meeting of the Stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto). For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than 60 days nor
more than 180 days prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 60 days later than the anniversary date of the immediately
preceding annual meeting, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the
earlier of the date on which a written statement setting forth the date of the
annual meeting was mailed to stockholders or the date on which it is first
disclosed to the public. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such proposal, (c) the class and number of shares of
the Corporation that are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. In addition, if the
stockholder's ownership of shares of the Corporation, as set forth in the
notice, is solely beneficial, documentary evidence of such ownership must
accompany the notice. Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Paragraph 12. The presiding officer of an
annual meeting shall, if the facts warrant, determine and declare to the meeting
that any business that was not properly brought before the meeting is out of
order and shall not be transacted at the meeting.

         13. A special meeting of stockholders may only be called by the
Chairman of the Board, the Chief Executive Officer or the Board of Directors
pursuant to a resolution adopted by a majority of the directors then in office.
The notice of every special meeting of stockholders shall state the purpose for
which it is called. At any special meeting of stockholders, only such business
shall be conducted as shall be provided for in the resolution or resolutions
calling the special meeting or, where no such resolution or resolutions have
been adopted, only such business shall be conducted as shall be provided in the
notice to stockholders of the special meeting. Any special meeting of
stockholders may be adjourned by the presiding officer of the meeting for any
reason (including, if the presiding officer determines that it would be in the
best interests of the Corporation to extend the period of time for the
solicitation of proxies) from time to time and from place to place until the
presiding officer shall determine that the business to be conducted at the
meeting is completed, which determination shall be conclusive.

         14. Written notice of each meeting of stockholders shall be mailed to
each stockholder of record at his last address as it appears on the books of the
Corporation at least ten days prior to the date of the meeting.

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         15. The Board of Directors shall have the power to close the stock
transfer books of the Corporation for a period not more than sixty nor less than
ten days preceding the date of any meeting of stockholders, or the date for
payment of any dividend, or the date for the allotment of rights, or the date
when any reclassification or change or conversion or exchange of capital stock
shall go into effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date
not more than sixty nor less than ten days preceding the date of any meeting of
stockholders, or the date for any payment of dividends, or the date for
allotment of rights, or the date when any reclassification or change or
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of the stockholders entitled to vote at any such meeting
or entitled to receive payment of any such dividend or to any such allotment of
rights, or to exercise the rights in respect of any such reclassification,
change, conversion or exchange of capital stock, and in such cases only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to vote at such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights or to participate
in the effect of any such transaction, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid. This Paragraph 15 shall in no way affect the rights of a
stockholder and his transferee or transferor as between themselves.

         16. The holders of a majority of the outstanding shares of stock of the
Corporation having voting power with respect to a subject matter (excluding
shares held by the Corporation for its own account) present or represented by
proxy shall constitute a quorum at the meeting of stockholders for the
transaction of business with respect to such subject matter. In the absence of a
quorum with respect to a particular subject matter, the presiding officer of the
meeting shall have power to adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum is present with
respect to that subject matter. If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting, any business may be
transacted that might have been transacted at the meeting as originally
notified.

         17. When a quorum is present or represented at any meeting of
stockholders, the affirmative vote of the holders of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders in all matters, unless
the matter is one upon which, by express provision of the corporation laws of
the State of Delaware, of the Certificate of Incorporation or of these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of that matter. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
and entitled to vote on the election of directors.

         18. Every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder (which for purposes of this Paragraph 18 may include a
signature and form of proxy pursuant to a facsimile or telegraphic form of proxy
or any other instruments acceptable to the Judge of Election), bearing a date
not more than three years prior to voting, unless such instrument provides for a
longer period, and filed with the Secretary of the Corporation before, or at the

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time of, the meeting. If such instrument shall designate two or more persons to
act as proxies, unless such instrument shall provide to the contrary, a majority
of such persons present at any meeting at which their powers thereunder are to
be exercised shall have and may exercise all the powers of voting thereby
conferred, or if only one be present, then such powers may be exercised by that
one; or, if an even number attend and a majority do not agree on any particular
issue, each proxy so attending shall be entitled to exercise such powers in
respect of the same portion of the shares as he is of the proxies representing
such shares.

         19. Unless otherwise provided by the Certificate of Incorporation or by
the corporation laws of the State of Delaware, each stockholder of the
Corporation shall, at every meeting of stockholders, be entitled to one vote in
person or by proxy for each share of capital stock of the Corporation registered
in his name.

         20. Any other corporation owning voting shares in this Corporation may
vote the same by its President or by proxy appointed by him, unless some other
person shall be appointed to vote such shares by resolution of the Board of
Directors of such stockholder corporation. A partnership holding shares of this
Corporation may vote such shares by any general partner or by proxy appointed by
any general partner.

         21. Shares standing in the name of a deceased person may be voted by
the executor or administrator of such deceased person, either in person or by
proxy. Shares standing in the name of a guardian, conservator or trustee may be
voted by such fiduciary, either in person or by proxy, but no such fiduciary
shall be entitled to vote shares held in such fiduciary capacity without a
transfer of such shares into the name of such fiduciary. Shares standing in the
name of a receiver may be voted by such receiver. A stockholder whose shares are
pledged shall be entitled to vote such shares, unless in the transfer by the
pledgor on the books of the Corporation, he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent the
stock and vote thereon.

         22. The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the presiding officer of the
meeting, who shall be the Chairman of the Board, or the Chief Executive Officer,
or in the absence of both of them such other officer of the Corporation as
designated by the Board. The presiding officer of the meeting shall have all the
powers and authority vested in a presiding officer by law or practice without
restriction, including, without limitation, the authority, in order to conduct
an orderly meeting, to impose reasonable limits on the amount of time at the
meeting taken up in remarks by any one stockholder and to declare any business
not properly brought before the meeting to be out of order.

         23. The Board shall appoint one or more Judges of Election to serve at
every meeting of the stockholders.

                       DIRECTORS AND MEETINGS OF DIRECTORS

         24. The business of the Corporation shall be managed by a Board of
Directors (herein the "Board of Directors" or the "Board") who shall exercise

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all the powers of the Corporation not reserved to or conferred on the
stockholders by statute, the Certificate of Incorporation or the Bylaws of the
Corporation.

         25. Except as otherwise fixed pursuant to the provisions of the
Certificate of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances,
the number of directors shall be as fixed from time to time by resolution of the
Board adopted by the affirmative vote of a majority of the directors then in
office, provided the number shall be not less than the minimum or more than the
maximum number permitted by the Certificate of Incorporation. During the
intervals between annual meetings of stockholders, any vacancy occurring in the
Board of Directors caused by resignation, removal, death or other incapacity,
and any newly-created directorships resulting from an increase in the number of
directors, shall be filled by a majority vote of the directors then in office,
whether or not a quorum. Each director chosen to fill a vacancy shall hold
office for the unexpired term in respect of which such vacancy occurs. Each
director chosen to fill a newly created directorship shall hold office until the
next election of the class for which such director shall have been chosen.

         26. Subject to the rights of holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than 90 days prior to the
anniversary date of the date of the immediately preceding annual meeting of
stockholders. Notwithstanding the foregoing if an existing director is not
standing for reelection to a directorship that is the subject of an election at
such meeting, then a stockholder may make a nomination with respect to such
directorship at anytime not later than the close of business on the tenth day
following the date on which a written statement setting forth the fact that such
directorship is to be elected and the name of the nominee proposed by the Board
of Directors is first mailed to stockholders. Each notice of a nomination from a
stockholder shall set forth:

         (a)      the name and address of the stockholder who intends to make
                  the nomination and of the person or persons to be nominated;
         (b)      representation that the stockholder 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
                  the stockholder 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 the stockholder;
         (d)      such other information regarding each nominee proposed by such
                  stockholder as would be required to be included in a proxy

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                  statement filed pursuant to the Securities Exchange Act of
                  1934 and the rules and regulations thereunder (or any
                  subsequent provisions replacing such Act, rules or
                  regulations); and
         (e)      the consent of each nominee to serve as a director of the
                  Corporation if so elected. The presiding officer of the
                  meeting may refuse to acknowledge the nomination of any person
                  not made in compliance with the foregoing procedure.

         27. Any director may be removed from office as a director at any time,
but only for cause (as set forth in the Certificate of Incorporation), by the
affirmative vote of stockholders of record holding a majority of the outstanding
shares of stock of the Corporation entitled to vote in elections of directors at
a meeting of the stockholders called for that purpose.

         28. Regular meetings of the Board of Directors shall be held at such
times and at such place or places as the directors shall, from time to time,
determine at a prior meeting. Special meetings of the Board may be called by the
Chairman of the Board or President of the Corporation and shall be called by
either of said officers upon the written request of any two directors. Special
meetings shall be held at the office of the Corporation or at such place as is
stated in the notice of the meeting. No notice shall be required for regular
meetings of the Board. Notices of special meetings shall be given by mail at
least five days before the meeting or by telephone, telecopy or telegram at
least 24 hours before the meeting. Notices may be waived. Notices need not
include any statement of the purpose of the meeting.

         29. When all of the directors shall be present at any meeting, however
called or notified, they may act upon any business that might lawfully be
transacted at regular meetings of the Board, or at special meetings duly called,
and action taken at such meetings shall be as valid and binding as if legally
called and notified. Members of the Board of Directors may participate in a
meeting of the Board by means of conference telephone or similar communications
equipment to the full extent and with the same effect as authorized and
permitted by Delaware law.

         30. A majority of the total number of the members of the Board of
Directors shall constitute a quorum for the transaction of business, and the
acts of a majority of the directors present at any meeting at which there is a
quorum present shall be the acts of the Board; provided, however, that the
directors may act in such other manner, with or without a meeting, as may be
permitted by the laws of the State of Delaware and provided further, that if all
of the directors shall consent in writing to any action taken by the
Corporation, such action shall be as valid as though it had been authorized at a
meeting of the Board.

         31. Directors shall receive such compensation and reimbursement for
expenses for attendance at meetings of the Board or of committees thereof and
such other compensation as shall be fixed by a majority of the entire Board.

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                             COMMITTEES OF DIRECTORS

         32. The Board of Directors shall establish such committees as may be
established by resolution of a majority of the total number of the Board of
Directors. Each of such committees shall consist of one or more members of the
Board. Members of committees of the Board of Directors shall be elected annually
by vote of a majority of the Board. Presence of a majority of the committee
members (not counting any ex-officio nonvoting members) shall constitute a
quorum. Committees may act by majority vote of the voting members present at a
meeting. Each of such committees shall have and may exercise such of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation as may be provided in these Bylaws or by resolution of the Board of
Directors. Each of such committees may authorize the seal of the Corporation to
be affixed to any document or instrument. The Board of Directors may designate
one or more directors as alternate members of any such committee, who may
replace any absent or disqualified member at any meeting of such committee.
Meetings of committees may be called by any member of a committee by written,
telegraphic or telephonic notice to all members of the committee and shall be
held at such time and place as shall be stated in the notice of meeting. Any
member of a committee may participate in any meeting by means of conference
telephone or similar communications equipment. In the absence or
disqualification of a member of any committee the member or members thereof
present at any meeting and not disqualified from voting, whether or not
constituting a quorum may, if deemed advisable, unanimously appoint another
member of the Board to act at the meeting in the place of the disqualified or
absent member. Each committee may fix such other rules and procedures governing
conduct of meetings as it shall deem appropriate.

         33. Any action required or permitted to be taken at any meeting of any
committee 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 of the members
of such committee.

                                    OFFICERS

         34. The Board of Directors shall elect a President and a Secretary, and
may elect a Chairman of the Board, a Treasurer, one or more vice presidents,
including one or more Senior Vice Presidents and Executive Vice Presidents and a
Chief Financial Officer, a General Counsel, a Controller, one or more assistant
secretaries and assistant treasurers, and such other officers as the Board of
Directors shall deem appropriate. The Chairman of the Board shall be a director
of the Corporation. Other officers need not be directors. One individual may be
elected to and hold multiple offices.

         35. Officers of the Corporation shall hold office until their
successors are chosen and qualified or until their earlier resignation or
removal. Any officer, agent or employee may be removed at any time, with or
without cause, by the Board but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights. Vacancy

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occurring in any office or position at any time may be filled by the Board. All
officers, agents and employees of the Corporation shall respectively have such
authority and perform such duties in the conduct and management of the
Corporation as may be delegated by the Board of Directors or by these Bylaws.

         36. Officers shall receive such compensation as may from time to time
be determined by the Board of Directors. Agents and employees shall receive such
compensation as may from time to time be determined by the Chief Executive
Officer.

         37. The Chairman of the Board, if one is elected, may preside, or may
direct that the President so preside, at all meetings of the stockholders and at
all meetings of the directors. In the absence of the Chairman of the Board, or
if no Chairman of the Board is elected, the President shall so preside. If the
Board of Directors shall elect a person to be the Chairman of the Board and
shall designate such person the Chief Executive Officer of the Corporation, the
Chairman of the Board shall supervise and direct the operations of the business
of the Corporation in accordance with the policies determined by the Board of
Directors.

         38. Unless the Board of Directors shall have elected a Chairman of the
Board of Directors and designated such person the Chief Executive Officer of the
Corporation, the President shall be the Chief Executive Officer of the
Corporation, supervising and directing the operations of the business of the
Corporation in accordance with the policies determined by the Board of
Directors. If the Board of Directors shall have elected a person as Chairman of
the Board and designated such person as a Chief Executive Officer of the
Corporation, the President shall be the Chief Operating Officer of the
Corporation and shall be responsible for the general supervision and control of
the business and the affairs of the Corporation subject to the directions of the
Chairman of the Board and the Board of Directors. If the Board of Directors
shall have elected a person Chairman of the Board and shall designate such
person the Chief Executive Officer of the Corporation, the President, in the
absence or incapacity of such Chairman of the Board, shall perform the duties of
that office.

         39. A Vice President, if one is elected, in the absence or incapacity
of the President, shall perform the duties of the President. If there be more
than one Vice President, the Board of Directors shall designate the Vice
President who is to perform the duties of the President in the event of his
absence or incapacity. Each Vice President shall have such other duties and
authority as shall be assigned by the Chief Executive Officer or may be
delegated by the Board of Directors. The Executive Vice President and Chief
Financial Officer, if one is elected, shall be responsible for and direct,
either directly or indirectly through any Treasurer or Controller of the
Corporation, all treasury, accounting, cost and budgeting functions. He will
report directly to the President with a report and policy relationship to the
Chairman of the Board and the Board of Directors.

         40. The Secretary shall attend all meetings of the Board of Directors
and all meetings of stockholders and shall record all votes and minutes from all
proceedings in a book to be kept for that purpose. He shall keep in safe custody
the seal of the Corporation and affix the same to any instrument requiring it,

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and when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary; provided, however, that the affixing
of the seal of the Corporation to any document or instrument specifically shall
NOT be required in order for such document or instrument to be binding on or the
official act of the Corporation, and the signature of any authorized officer,
without the seal of the Corporation, shall be sufficient for such purposes. The
Secretary shall perform such other duties and have such other authorities as are
delegated to him by the Board of Directors.

         41. The Treasurer, if one is elected, shall be responsible for the care
and custody of all funds and other financial assets, taxes, corporate debt,
order entry and sales invoicing including credit memos, credit and collection of
accounts receivable, cash receipts, and the banking and insurance functions of
the Corporation. He shall report directly to and perform such other duties as
shall be assigned by the Executive Vice President and Chief Financial Officer,
if one is elected, or otherwise the President.

         42. The Controller, if one is elected, shall be responsible for the
installation and supervision of all general accounting records of the
Corporation, preparation of financial statements and the annual and operating
budgets and profit plans, continuous audit of accounts and records of the
Corporation, preparation and interpretation of statistical records and reports,
taking and costing of all physical inventories and administering the inventory
levels, supervision of accounts payable and cash disbursements function and
hourly and salary payrolls. He shall report directly to and perform such other
functions as shall be assigned to him by the Executive Vice President and Chief
Financial Officer, if one is elected, or otherwise the President.

         43. The Board of Directors of the Corporation may require any officer,
agent or employee to give bond for the faithful discharge of his duty and for
the protection of the Corporation, in such sum and with such surety as the Board
deems advisable.

                      BANKING, CHECKS AND OTHER INSTRUMENTS

         44. The Board of Directors shall by resolution designate the bank or
banks in which the funds of the Corporation shall be deposited, and such funds
shall be deposited in the name of the Corporation and shall be subject to checks
drawn as authorized by resolution of the Board of Directors.

         45. The Board of Directors may in any instance designate the officers
and agents who shall have authority to execute any contract, conveyance, or
other instrument on behalf of the Corporation; or may ratify or confirm any
execution. When the execution of any instrument has been authorized without
specification of the executing officer or agents, the Chairman of the Board, if
designated as the Chief Executive Officer of the Corporation, President or any
Vice President, and the Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer may execute the same in the name and on behalf of the
Corporation and may affix the corporate seal thereto; provided, however, that
the affixing of the seal of the Corporation to any document or instrument
specifically shall NOT be required in order for such document or instrument to
be binding on or the official act of the Corporation, and the signature of any
authorized officer, without the seal of the Corporation, shall be sufficient for
such purposes.

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                                   FISCAL YEAR

         46. The fiscal year of the Corporation shall begin on the first day of
July and end on the thirty-first day of June.

                                BOOKS AND RECORDS

         47. The proper officers and agents of the Corporation shall keep and
maintain such books, records and accounts of the Corporation's business and
affairs and such stock ledgers and lists of stockholders as the Board of
Directors shall deem advisable and as shall be required by the laws of the State
of Delaware or other states or jurisdictions empowered to impose such
requirements.

                                 INDEMNIFICATION

         48. Each director or officer of the Corporation or a subsidiary of the
Corporation who was or is made a party or is threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or a subsidiary of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(the "DGCL"), (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
against all expenses, (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
is or her heirs, executors and administrators. The right to indemnification
conferred in this Paragraph 48 shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
DGCL requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under the applicable
provisions of the DGCL. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation or
a subsidiary of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

         49. The indemnification and advancement of expenses provided in
Paragraph 48 of these Bylaws shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be

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<PAGE>

entitled under any agreement, vote of stockholders, vote of disinterested
directors, insurance arrangement or otherwise, both as to action in his or her
official capacity and as to action in another capacity.

                                   AMENDMENTS

         50. Except as otherwise provided in the Certificate of Incorporation,
these Bylaws may be altered, amended or repealed and new Bylaws may be adopted
at any regular meeting of the stockholders or Board of Directors; or at any
special meeting of the stockholders or Board of Directors. The Board of
Directors may take such action by the vote of a majority of those Directors
present and voting at a meeting where a quorum is present. Subject to applicable
provisions of the Certificate of Incorporation, the stockholders may make new
Bylaws, or adopt, alter, amend, or repeal Bylaws adopted by either the
stockholders or the Board of Directors by the affirmative vote of the holders of
not less than a majority of the voting power of all of the then outstanding
shares of capital stock of the Corporation then entitled to vote generally in
the election of directors.

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