BYLAWS

                                       OF

                             AEROBIC CREATIONS, INC.

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                                    ARTICLE I

                                     OFFICES

         SECTION 1. PRINCIPAL OFFICE.  The principal  business office of AEROBIC
CREATIONS,  INC., (the "Corporation")  shall be at such location as the Board of
Directors of the Corporation (the "Board") shall, from time to time, designate.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other  places,  both within and without the State of  Delaware,  as the Board of
Directors of the  Corporation  ("the Board") may from time to time  determine or
the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. Meetings of stockholders for all purposes
may be held at such time and place, within or without the State of Delaware,  as
shall be stated in the  notice of the  meeting or in a duly  executed  waiver of
notice thereof.

         SECTION  2.  ANNUAL  MEETING.   An  annual  meeting  of   stockholders,
commencing with the year of incorporation,  shall be held each year on such date
and at such  time as shall be  designated  from  time to time by the  Board  and
stated in the notice of the  meeting or in a duly  executed  waiver of notice of
such meeting. At such meetings,  the stockholders shall elect the members of the
Board and transact  such other  business as may  properly be brought  before the
meeting.

         SECTION 3. LIST OF  STOCKHOLDERS.  At least ten (10) days  before  each
meeting of the stockholders, a complete list of stockholders entitled to vote at
said meeting or any adjournment thereof, arranged in alphabetical order with the
address of and the number of voting  shares  held by each,  shall be prepared by
the officer or agent having charge of the stock transfer books. Such list, for a
period  of ten (10)  days  prior to such  meeting,  shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to  inspection  by any  stockholder  at any time during  usual  business
hours.  Such list shall be  produced  and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any stockholder who may be present.

         SECTION 4. SPECIAL MEETINGS. Special meetings of stockholders,  for any
purpose or purposes,  unless otherwise prescribed by statute, the Certificate of
Incorporation  of the Corporation,  or these bylaws,  may be called by providing
notice in the  manner  prescribed  in  Section 5 of this  Article  II by (a) the
Board, or (b) the holders of at least fifty percent (50%) of

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all  shares  entitled  to vote at  such  meetings,  unless  the  Certificate  of
Incorporation of the Corporation provides for a number of shares greater than or
less than fifty percent (50%), in which event special  meetings may be called by
the holders of at least the percentage of shares specified in the Certificate of
Incorporation of the Corporation by providing notice in the manner prescribed in
Section  5 of this  Article  II,  PROVIDED,  HOWEVER,  that in no event  may the
Certificate of  Incorporation  of the Corporation  require a percentage  greater
than fifty percent  (50%).  Business  transacted  at a special  meeting shall be
confined to the purposes stated in the notice of the meeting.

         SECTION 5.  NOTICE.  (a) Written or printed  notice  stating the place,
date and hour of a meeting of  stockholders,  and, in case of a special meeting,
the purpose or purposes  for which the meeting is called,  shall be delivered by
or at  the  direction  of  the  Chief  Executive  Officer,  the  President,  the
Secretary,  or the officer or person calling the meeting, to each stockholder of
record entitled to vote at such meeting,  by hand, by mail via the United States
Postal  Service,  postage  prepaid,  by  expedited  courier,  by  facsimile,  by
electronic  mail,  by  telex,  by  messenger  service,  or by any  other  method
permitted by the General  Corporation  Law of the State of  Delaware,  PROVIDED,
HOWEVER, such notice shall not be delivered less than twenty (20) days, nor more
than (60) days  before the date of the  meeting,  or in the event of a merger or
consolidation,  not less than  twenty-five  (25) days,  nor more than sixty (60)
days before the date of the meeting.

         (b)  Notice  need not be given to a  stockholder  if: (1) notice of two
consecutive  annual  meetings  and all notices of any  meetings  held during the
period  between  those  annual  meetings  have been mailed to such  stockholder,
addressed  at  such  stockholder's  address  as  shown  on  the  records  of the
Corporation,  and have been returned undeliverable;  or (2) all (but in no event
less  than two)  payments  (if sent by first  class  mail) of  distributions  or
interest  on  securities  during a  12-month  period  have  been  mailed to such
stockholder,  addressed at such stockholder's address as shown on the records of
the  Corporation,  and  have  been  returned  undeliverable.  However,  if  such
stockholder  delivers by hand,  registered  or certified  mail,  return  receipt
requested,  postage  prepaid,  and addressed to the Corporation a written notice
setting forth such stockholder's current address, the notice requirement of this
Section 5 shall be reinstated.

         SECTION 6.  QUORUM.  At each  meeting  the holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person or
represented  by  proxy,  shall be  requisite  and shall  constitute  a quorum of
stockholders  for the  transaction of business  except as otherwise  provided by
statute,  the Certificate of  Incorporation  of the Corporation or these bylaws,
but in no event shall a quorum  consist of the holders of less than one-third of
the shares entitled to vote at such a meeting.  If,  however,  such quorum shall
not be present or  represented  at any  meeting  of  stockholders,  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
power to adjourn the meeting, until a quorum shall be present or represented. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

         SECTION 7. VOTING BY STOCKHOLDERS. (a) With respect to any matter other
than the election of Directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required by the
General  Corporation Law of the State of Delaware,  the affirmative  vote of the
holders  of a  majority  of the  shares  entitled  to vote on  that  matter  and
represented in person or by proxy at a meeting of stockholders at which a quorum
is present shall be the act of the  stockholders,  unless otherwise  provided in
the  Certificate of

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Incorporation of the Corporation or these bylaws.  Every stockholder entitled to
vote at any  meeting  shall be  entitled  to one  vote  for each  share of stock
entitled  to vote and held by him of record on the date fixed as the record date
for said meeting and may so vote in person or in proxy.

         (b) Unless  otherwise  provided in the Certificate of  Incorporation of
the  Corporation or these bylaws,  Directors  shall be elected by a plurality of
the votes cast by the  holders of shares  entitled  to vote in the  election  of
Directors at a meeting of stockholders at which a quorum is present.

         SECTION 8. PROXIES.  Every stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent  without a meeting may authorize
another person or persons to act for any such stockholder by proxy.  Every proxy
must be signed by the  stockholder  entitled  to vote or by his duly  authorized
attorney-in-fact  and shall be valid  only if filed  with the  Secretary  of the
Corporation  or with the Secretary of the meeting prior to the  commencement  of
voting on the  matter in regard  to which  said  proxy is to be voted.  No proxy
shall be valid  after  the  expiration  of  eleven  months  from the date of its
execution unless otherwise expressly provided in the proxy. Every proxy shall be
revocable  at the  pleasure  of the  person  executing  it unless the proxy form
conspicuously states that the proxy is irrevocable and the proxy is coupled with
an interest.  Unless the proxy by its terms  provides for a specific  revocation
date and except as otherwise  provided by statute,  revocation  of a proxy shall
not be effective  unless and until such revocation is executed in writing by the
stockholder  who  executed  such  proxy  and the  revocation  is filed  with the
Secretary of the  Corporation  or with the Secretary of the meeting prior to the
voting of the proxy.

         SECTION 9. VOTING  PROCEDURE.  Each  outstanding  share,  regardless of
class,  shall be entitled to one vote on each  matter  submitted  to a vote at a
meeting  of  stockholders,  except to the extent  that the voting  rights of the
shares of any class or classes  are limited or denied or special  voting  rights
are provided by the  Certificate of  Incorporation  of the  Corporation.  At any
meeting of  stockholders,  every  stockholder  having the right to vote shall be
entitled  to vote in person,  by proxy  appointed  by an  instrument  in writing
subscribed by such  stockholder  (as set forth in Section 8 of this Article II),
or by his duly authorized attorney-in-fact.

         SECTION  10.   RECORD  DATE.   (a)  For  the  purpose  of   determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment   thereof,  or  entitled  to  receive  a  distribution  by  the
Corporation (other than a distribution involving a purchase or redemption by the
Corporation of any of its own shares) or a share dividend, or in order to make a
determination   of  stockholders  for  any  other  proper  purpose  (other  than
determining  stockholders entitled to consent to action by stockholders proposed
to be taken without a meeting of  stockholders),  the Board may provide that the
share transfer records shall be closed for a stated period but not to exceed, in
any case,  sixty (60) days. If the shares  transfer  records shall be closed for
the purpose of  determining  stockholders  entitled to notice of or to vote at a
meeting of stockholders, such records shall be closed for at least ten (10) days
immediately  preceding  such  meeting.  In lieu of  closing  the share  transfer
records,  these bylaws or, in the absence of an applicable  bylaw, the Board may
fix a record  date,  which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
in any case to be not more than sixty (60) days and, in the case of a meeting of
stockholders,  not  less  than  ten (10)  days,  prior to the date on which  the
particular  action requiring such  determination of stockholders is to be taken.
If the share transfer records are not closed and no

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record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders,  or stockholders  entitled to receive a
distribution  (other than a  distribution  involving a purchase or redemption by
the Corporation of any of its own shares) or a share dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
declaring such  distribution  or share dividend is adopted,  as the case may be,
shall  be the  record  date  for  such  determination  of  stockholders.  When a
determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made as provided in this subsection,  such determination shall apply to
any adjournment  thereof,  except where the  determination has been made through
the closing of the share  transfer  records and the stated period of closing has
expired.

         (b) For the  purpose of  determining  stockholders  entitled  to call a
special  meeting of  stockholders  pursuant to Section 4 of this Article II, the
record  date  shall be the date the first  stockholder  signs the  notice of the
meeting.

         (c) Unless a record date shall have previously been fixed or determined
pursuant to this Section 10,  whenever  action by stockholders is proposed to be
taken by consent in writing without a meeting of stockholders, the Board may fix
a record date for the purpose of determining stockholders entitled to consent to
that action, which record date shall not precede, and shall not be more than ten
(10) days after,  the date upon which the  resolution  fixing the record date is
adopted  by the  Board.  If no record  date has been  fixed by the Board and the
prior action of the Board is not required by the General  Corporation Law of the
State of  Delaware,  the record date for  determining  stockholders  entitled to
consent to action in writing  without a meeting shall be the first date on which
a signed written  consent setting forth the action taken or proposed to be taken
is delivered to the  Corporation in the manner provided by Section 11(c) of this
Article  II. If no record  date shall have been fixed by the Board and the prior
action of the Board is required by the General  Corporation  Law of the State of
Delaware,  the record date for determining  stockholders  entitled to consent to
action in writing  without a meeting  shall be at the close of  business  on the
date on which the Board adopts a resolution taking such prior action.

         SECTION 11. ACTION WITHOUT MEETING;  TELEPHONE MEETINGS. (a) Any action
required  or  permitted  to  be  taken  at a  meeting  of  stockholders  of  the
Corporation may be taken without a meeting,  without prior notice, and without a
vote,  if a consent or consents in writing,  setting  forth the action so taken,
shall be signed by the holders of shares having not less than the minimum number
of votes that would be  necessary  to take such action at a meeting at which the
holders of all shares  entitled to vote on the action were present and voted and
shall be  delivered,  to the  Corporation's  registered  office  in the State of
Delaware,  its  principal  place  of  business,  or an  officer  or agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders  are recorded,  in the manner  prescribed by subsection (c) of this
Section 11.

         (b) Every  written  consent  shall bear the date of  signature  of each
stockholder  who signs the consent and no written  consent shall be effective to
take the action  that is the subject of the consent  unless,  within  sixty (60)
days after the date of the earliest dated consent  delivered to the Corporation,
in the manner  prescribed  by  subsection  (c) of this  Section 11, the consents
signed by a  sufficient  number of holders of shares that would be  necessary to
take such  action at a meeting at which the  holders of all shares  entitled  to
vote on the  action  were  present  and  voted and  shall be  delivered,  to the
Corporation's registered office in the State of Delaware, its

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principal place of business,  or an officer or agent of the  Corporation  having
custody  of the  book in which  proceedings  of  meetings  of  stockholders  are
recorded.

         (c) For  purposes  of this  Section  11, the  delivery  of the  written
consent  or  consents  shall be by hand,  by mail via the United  States  Postal
Service,  postage prepaid,  by expedited  courier,  by facsimile,  by electronic
mail, or any other method permitted by the General  Corporation Law of the State
of  Delaware,   PROVIDED,  HOWEVER,  any  delivery  made  to  the  Corporation's
registered  office shall be by hand or by registered or certified  mail,  return
receipt requested, and postage prepaid.

         (d) Any copy, facsimile or other reliable  reproduction of a consent in
writing may be substituted or used in lieu of the original  written  consent for
any and all  purposes  for which the  original  written  consent  could be used,
provided  that such copy,  facsimile or other  reproduction  shall be a complete
reproduction of the entire original written consent.

         (e) Prompt notice of the taking of any action by stockholders without a
meeting  by less  than  unanimous  written  consent  shall  be  given  to  those
stockholders who did not consent in writing to the action.

         (f) Subject to the notice  provisions  of Section 5 of this  Article II
and unless  otherwise  restricted by the  Certificate  of  Incorporation  of the
Corporation,  stockholders  may  participate  in and hold a meeting  by means of
video or telephone conferencing,  or similar communications methods or any other
remote  communication  methods  permitted by the General  Corporation Law of the
State of Delaware,  by means of which all persons  participating  in the meeting
can hear each other, and participation in such meeting shall constitute presence
in person at such  meeting,  except  where a person's  participation  is for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

         SECTION 12.  INSPECTORS  AT MEETINGS.  In advance of any  stockholders'
meeting,  the Board may appoint one or more  inspectors to act at the meeting or
at any adjournment  thereof and if not so appointed the person  presiding at any
such meeting may, and at the request of any stockholder entitled to vote thereat
shall, appoint one or more inspectors.  Each inspector, before entering upon the
discharge of his duties as set forth in the General Corporation Law of the State
of  Delaware,  shall take and sign an oath  faithfully  to execute the duties of
inspector at such meeting with strict  impartiality and according to the best of
his ability.

         SECTION 13. CONDUCT OF MEETING. Except as otherwise provided in Section
11 of this Article II,  meetings of  stockholders  shall be presided over by the
Chief Executive Officer and/or the President,  or if neither the Chief Executive
Officer nor the  President is present,  by a  Vice-President,  or if none of the
Chief Executive Officer,  the President or any  Vice-President is present,  by a
Chairman thereby chosen by the stockholders at the meeting. 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 the  Assistant  Secretary is
present,  the Chairman of the meeting shall appoint any person present to act as
secretary of the meeting.

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                                   ARTICLE III

                                    DIRECTORS

         SECTION 1.  MANAGEMENT.  The  business  and affairs of the  Corporation
shall be managed  under the  direction  of its Board who may  exercise  all such
powers of the  Corporation  and do all such lawful acts and things as are not by
statute or by the  Certificate of  Incorporation  of the Corporation or by these
bylaws directed or required to be exercised or done by  stockholders.  The Board
shall keep regular minutes of its proceedings.

         SECTION 2. NUMBER; ELECTION. In accordance with the General Corporation
Law of the State of  Delaware,  the number of Directors  constituting  the whole
Board  shall not be less than one,  nor more than five,  as shall be  determined
from time to time by resolution of the Board in its sole discretion.  As used in
these bylaws the phrase  "whole  Board" shall be deemed to mean the total number
of  Directors  that  the  Corporation  would  have if there  were no  vacancies.
Directors  shall be  elected at the annual  meeting of  stockholders,  except as
hereinafter  provided,  and each  Director  elected  shall hold office until his
successor shall be elected and shall qualify.

         SECTION 3. REMOVAL AND VACANCIES.  Any Director may be removed only for
cause, at any annual or special meeting of stockholders by the affirmative  vote
of a majority in number of shares of stockholders  present in person or by proxy
at such meeting and entitled to vote for the removal of such Director, if notice
of the  intention to act upon such  matters  shall have been given in the notice
calling such  meeting.  Any vacancy  occurring in the Board may be filled by the
vote of a majority of the remaining Directors,  even if such remaining Directors
comprise less than a quorum of the Board.  A Director  elected to fill a vacancy
shall be  elected  for the  unexpired  term of such  Director's  predecessor  in
office.  Any  position  on the Board to be filled by reason of an  increase in a
number of Directors may be filled by the vote of a majority of Directors then in
office  although  less  than  a  quorum,   election  at  an  annual  meeting  of
stockholders  or at a special  meeting  of  stockholders  duly  called  for such
purpose, provided that the Board may fill no more than two such vacancies during
the period between any two successive annual meetings of stockholders.

         SECTION 4. ELECTION OF DIRECTORS. At every election of Directors,  each
stockholder entitled to vote with respect to such matter shall have the right to
vote in person or by proxy the number of voting  shares owned by him for as many
persons as there are  Directors  to be elected  and for whose  election he has a
right to vote. Cumulative voting shall be prohibited.

         SECTION 5. PLACE OF MEETINGS. The Directors of the Corporation may hold
their meetings,  both regular and special, either within or without the State of
Delaware.

         SECTION  6. FIRST  MEETINGS.  The first  meeting of each newly  elected
Board shall be held without  further  notice  immediately  following  the annual
meeting of stockholders,  and at the same place,  unless by unanimous consent of
the Directors then elected and serving, such time or place shall be changed.

         SECTION 7.  REGULAR  MEETINGS.  Regular  meetings of the Board shall be
held at such time and  place as shall  from  time to time be  determined  by the
Board.

         SECTION  8.  SPECIAL  MEETINGS.  Special  meetings  of the Board may be
called by the Chief Executive Officer or the President on three (3) hours notice
delivered  to  each  Director,  by  hand,  by  facsimile,  by  telephone,  or by
electronic  mail.  Special  meetings  may be called in like  manner  and on like
notice on the request of any two Directors. Except as may be otherwise expressly
provided by statute,  the  Certificate of  Incorporation  of the  Corporation or
these bylaws,

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neither  the  business  to be  transacted  at, nor the  purpose  of, any special
meeting need be specified in a notice or waiver of notice.

         SECTION 9.  QUORUM.  At all  meetings of the Board,  the  presence of a
majority of the whole Board shall be necessary  and  sufficient  to constitute a
quorum  for the  transaction  of  business,  and the  act of a  majority  of the
Directors  present at any meeting at which there is a quorum shall be the act of
the Board,  except as may be  otherwise  specifically  provided by statute,  the
Certificate of  Incorporation  of the  Corporation or these bylaws.  If a quorum
shall not be present at any meeting of Directors,  the Directors present thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

         SECTION 10. ACTION  WITHOUT  MEETING;  TELEPHONE  MEETINGS.  Any action
required  or  permitted  to be taken at a meeting of the Board or members of any
committee designated by the Board may be taken without a meeting if a consent in
writing,  setting forth the action so taken, is signed by all the members of the
whole  Board or all the  members  of the  committee,  as the  case may be.  Such
consent  shall have the same force and effect as a  unanimous  vote at a meeting
subject to applicable notice  provisions and unless otherwise  restricted by the
Certificate of Incorporation of the Corporation, members of the Board or members
of any committee designated by the Board, as the case may be, may participate in
and hold a meeting  by means of video or  telephone  conferencing,  or any other
remote  communication  methods  permitted by the General  Corporation Law of the
State of Delaware,  by means of which all persons  participating  in the meeting
can hear each other, and participation in such meeting shall constitute presence
in person at such  meeting,  except  where a person's  participation  is for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

         SECTION 11.  CHAIRMAN  OF THE BOARD.  The Board may elect a Chairman of
the Board to preside at their  meetings  and to perform such other duties as the
Board may from time to time assign to him.

         SECTION 12.  COMPENSATION.  Directors,  as such,  shall not receive any
stated salary for their services, but by resolution of the Board a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special  meeting of the Board;  provided that nothing herein  contained shall be
construed  to preclude any Director  from serving the  Corporation  in any other
capacity  and  receiving  compensation   therefor.   Members  of  any  committee
designated by the Board may, by resolution of the Board, be allowed compensation
for attending committee meetings.

         SECTION 13. EXECUTIVE  COMMITTEE.  The Board may, by resolution adopted
by a majority of the whole Board,  designate an Executive Committee,  to consist
of one or more of the Directors of the Corporation.  The Executive Committee, to
the extent provided in said  resolution,  shall have and may exercise all of the
authority  of the Board in the  management  of the  business  and affairs of the
Corporation, except where action of the whole Board is required by statute or by
the Certificate of  Incorporation  of the  Corporation,  and shall have power to
authorize  the seal of the  Corporation  to be affixed  to all papers  which may
require it. The  Executive  Committee  may be terminated , and any member of the
Executive  Committee may be removed,  by the Board, by the affirmative vote of a
majority of the whole Board,  whenever in its

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judgment  the best  interests of the  Corporation  will be served  thereby.  The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.

         SECTION 14. OTHER COMMITTEES. The Board may, by resolution adopted by a
majority  of the whole  Board,  designate  from  among its  members  one or more
committees,  other than an Executive  Committee,  to the extent provided in such
resolution.  Any such committee may be terminated by, and any member of any such
committee or committees may be removed by the Board, by the affirmative  vote of
a majority of the whole Board,  whenever in its  judgment the best  interests of
the Corporation  will be served thereby.  Any and all such committees shall keep
regular  minutes  of its  proceedings  and  report  the same to the  Board  when
required.

         SECTION 15.  RESIGNATIONS.  Any Director or any member of any committee
of the Board , may resign at any time by giving written notice to the Board, the
Chief Executive Officer,  the President and the Secretary.  Any such resignation
shall take effect at the time specified therein or, if the time is not specified
therein, upon the receipt thereof,  irrespective of whether any such resignation
shall have been accepted.

         SECTION 16. STATUTORY  NOTICES.  The Board may appoint the Treasurer or
any other  officer of the  Corporation  to cause to be prepared and furnished to
stockholders  entitled  thereto any special  financial  notice and/or  statement
which may be required by the General Corporation Law of the State of Delaware or
by any other applicable statute.

                                   ARTICLE IV

                                     NOTICES

         SECTION  1.   METHOD.   Whenever  by  statute,   the   Certificate   of
Incorporation  of the  Corporation,  or these  bylaws,  notice is required to be
given to any  Director or  stockholder,  and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal  service,  but
any such  notice may be given in writing,  delivered  by hand or  registered  or
certified mail,  return receipt  requested,  postage prepaid,  addressed to such
Director  or  stockholder  at  such  address  as  appears  on the  books  of the
Corporation  or in any other method  permitted  by law.  Any notice  required or
permitted  to be given by mail  shall be deemed to be given at the time when the
same shall be thus deposited in the United States mail as aforesaid.

         SECTION 2.  WAIVER.  Whenever any notice is required to be given to any
stockholder  or  Director of the  Corporation  by statute,  the  Certificate  of
Incorporation of the  Corporation,  or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated in such notice, shall be deemed equivalent to the giving of such
notice.  Attendance of a stockholder or Director at a meeting shall constitute a
waiver of notice of such meeting, except where a stockholder or Director attends
for the express  purpose of objecting to the  transaction of any business on the
ground that the meeting is not lawfully  called or convened.  Consent in writing
by a  stockholder  or  Director  to any action  taken or  resolution  adopted by
stockholders  or Directors of the Corporation  shall  constitute a waiver of any
and all  notices  required  to be  given  in  connection  with  such  action  or
resolution.

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                                    ARTICLE V

                                    OFFICERS

         SECTION 1. OFFICERS.  The Board may elect or appoint a Chief  Executive
Officer,  President,  one or more Vice-Presidents,  a Secretary and a Treasurer,
and such other  officers  as it may  determine,  or as may be  provided in these
bylaws. Any two or more offices may be held by the same person.

         SECTION 2. ELECTION.  The Board at its initial meeting and at its first
meeting after each annual meeting of stockholders shall choose a Chief Executive
Officer, President,  Treasurer and a Secretary, none of whom need be a member of
the Board, a stockholder  or a resident of the State of Delaware.  The Board may
appoint such other officers and agents as it shall deem necessary,  who shall be
appointed for such terms and shall  exercise such powers and perform such duties
as shall be determined from time to time by the Board.

         SECTION 3. COMPENSATION. The compensation of all officers and agents of
the Corporation shall be fixed by the Board.

         SECTION 4. REMOVAL AND VACANCIES. Each officer of the Corporation shall
hold office until his  successor  is chosen and  qualified in his stead or until
his death or until his  resignation  or removal from office.  Any officer may be
removed with or without  cause by a majority of the members of the Board present
at a  meeting  of the Board at which a quorum is  represented,  whenever  in the
judgment  of the  Board the best  interests  of the  Corporation  will be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  If the office becomes vacant for any reason, the
vacancy may be filled by the Board.

         SECTION 5. CHIEF EXECUTIVE  OFFICER.  The Chief Executive  Officer,  if
any,  shall be the  Chairman  of the Board and the most  senior  officer  of the
corporation and shall have all the duties and powers of the President. The Chief
Executive  Officer  shall also perform  such other duties and may exercise  such
other  powers as from time to time may be assigned to him or her by these bylaws
or by the Board.

         SECTION 6.  PRESIDENT.  The President shall also be the Chief Executive
Officer if the  position of Chief  Executive  Officer is vacant.  Subject to the
control of the  Board,  the  President  shall have  general  supervision  of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect. The President shall execute all bonds, mortgages,
contracts and other  instruments of the Corporation  requiring a seal, 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 bylaws,
the Board or the President.  The President  shall preside at all meetings of the
stockholders  and the Board.  The President shall also perform such other duties
and may  exercise  such other powers as from time to time may be assigned to him
or her by these bylaws or by the Board.

         SECTION 7. VICE PRESIDENT. Each Vice President, if any, shall have only
such  powers  and  perform  only such  duties as the Board may from time to time
prescribe  or as the  President  may from  time to time  delegate  to such  Vice
President.

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<PAGE>

         SECTION 8.  SECRETARY.  The Secretary  shall attend all sessions of the
Board and all meetings of  stockholders  and record all votes and the minutes of
all  proceedings  in a book to be kept for that  purpose and shall  perform like
duties for the Executive  Committee when required.  The Secretary shall give, or
cause to be given,  notice of all meetings of stockholders  and special meetings
of the Board,  and shall  perform such other duties as may be  prescribed by the
Board or  President,  under  whose  supervision  the  Secretary  shall  be.  The
Secretary  shall keep in safe  custody  the seal of the  Corporation  and,  when
authorized  by the Board,  affix the same to any  instrument  requiring it, and,
when so affixed,  it shall be attested by the  Secretary's  signature  or by the
signature of the Treasurer or an Assistant Secretary.

         SECTION 9. ASSISTANT  SECRETARIES.  Each Assistant  Secretary,  if any,
shall have only such powers and  perform  only such duties as the Board may from
time to time prescribe or as the President may from time to time delegate.

         SECTION 10. CHIEF FINANCIAL OFFICER.  Chief Financial Officer,  if any,
shall  have  all  the  duties  and  powers  of  the  Treasurer  including,   the
responsibilities  and authority  pertaining  to all  financial,  accounting  and
budgetary  affairs of the Corporation and such other powers as from time to time
may be  assigned  to him or her by  these  bylaws  or by the  Board.  The  Chief
Financial  Officer  shall  perform  all  other  necessary  acts  and  duties  in
connection with the  administration  of the financial affairs of the Corporation
and shall generally perform all the duties usually appertaining to the office of
Chief  Financial  Officer of a  corporation.  In addition,  the Chief  Financial
Officer shall have active control of, and shall be responsible  for, all matters
pertaining  to the  accounts of the  Corporation.  The Chief  Financial  Officer
shall:  supervise  the auditing of all payrolls and vouchers of the  Corporation
and shall  direct the manner of  certifying  the same;  supervise  the manner of
keeping all  vouchers for payments by the  Corporation  and all other  documents
relating to such  payments;  receive,  audit and  consolidate  all operating and
financial statements of the Corporation, its various departments,  divisions and
subsidiaries,  if any; supervise the books of account of the Corporation,  their
arrangement  and  classification;  and  supervise  the  accounting  and auditing
practices of the Corporation and its subsidiaries, if any. In the absence of the
Chief Financial  Officer,  the Treasurer,  the Assistant  Treasurer or, if there
shall be more than one, the Assistant  Treasurers in the order determined by the
Board of Directors,  or if there be no Assistant  Treasurer or if such Assistant
Treasurer is not available,  such person as shall be designated by the President
shall perform the duties and exercise the powers of the Chief Financial  Officer
and shall  perform  such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

         SECTION  11.  TREASURER.  The  Treasurer  shall have the custody of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts and  disbursements  of the Corporation and shall deposit all monies and
other valuable  effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board,  taking proper vouchers
for such disbursements,  and shall render to the President and Directors, at the
regular  meetings of the Board,  or whenever  they may require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation,
and shall perform such other duties as the Board may  prescribe.  If required by
the Board,  the Treasurer shall give the Corporation a bond in such form in such
sum, and with surety or sureties as shall be  satisfactory  to the Board for the
faithful performance of the duties of such office and for the restoration to the
Corporation,  in case  of the  Treasurer's  death,  resignation,  retirement  or
removal from office, of all books, papers,  vouchers,

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<PAGE>

money,  and other  property of whatever  kind in the  Treasurer's  possession or
under the Treasurer's control belonging to the Corporation.

         SECTION 12. ASSISTANT  TREASURERS.  Each Assistant  Treasurer,  if any,
shall have only such powers and  perform  only such duties as the Board may from
time to time prescribe.

         SECTION 13. RESIGNATIONS.  Any officer of the Corporation may resign at
any time by giving written notice to the Board, the Chief Executive Officer, the
President and the Secretary.  Any such resignation shall take effect at the time
specified  therein or, if the time is not  specified  therein,  upon the receipt
thereof, irrespective of whether any such resignation shall have been accepted.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

         SECTION 1. CERTIFICATES. Certificates in such form as may be determined
by the Board shall be delivered  representing  all shares to which  stockholders
are entitled.  Such  certificates  shall be consecutively  numbered and shall be
entered in the books of the  Corporation  as they are issued.  Each  certificate
shall  state on the face  thereof  the  holder's  name,  the number and class of
shares,  and the par value of such  shares or a  statement  that such shares are
without par value.  They shall be signed by the Chief  Executive  Officer or the
President and the Secretary or an Assistant Secretary and may be sealed with the
seal of the  Corporation  or a  facsimile  thereof.  The  signature  of any such
officer may be a facsimile.

         SECTION 2. LOST  CERTIFICATES.  The Board may direct a new  certificate
representing shares to be issued in place of any certificate  theretofore issued
by the Corporation alleged to have been lost or destroyed, upon the making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost or
destroyed.  When authorizing such issue of a new certificate,  the Board, in its
discretion and as a condition precedent to the issuance thereof, may require the
owner  of  such  lost  or   destroyed   certificate,   or  the   owner's   legal
representative,  to advertise the same in such manner as it shall require and/or
give the  Corporation  a bond in such form, in such sum, and with such surety or
sureties  as it may  direct as  indemnity  against  any  claim  that may be made
against the  Corporation  with respect to the  certificate  alleged to have been
lost or destroyed.

         SECTION 3.  TRANSFER OF SHARES.  Shares of stock shall be  transferable
only on the books of the  Corporation  by the holder thereof in person or by the
holder's duly  authorized  attorney.  Upon  surrender to the  Corporation or the
transfer  agent of the  Corporation  of a certificate  representing  shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the  Corporation or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

         SECTION 4. REGISTERED  STOCKHOLDERS.  Unless otherwise  provided in the
General  Corporation Law of the State of Delaware (a) the Corporation may regard
the person in whose name any shares issued by the  Corporation are registered in
the share transfer records of the Corporation at any particular time (including,
without  limitation,  as of a record date fixed pursuant to these bylaws) as the
owner of those  shares  at that  time  for  purposes  of  voting  those

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<PAGE>

shares,   receiving   distributions  thereon  or  notices  in  respect  thereof,
transferring  those shares,  exercising  rights of dissent with respect to those
shares, exercising or waiving any preemptive right with respect to those shares,
entering into  agreements  with respect to those shares,  or giving proxies with
respect  to  those  shares;  and  (b)  neither  the  Corporation  nor any of its
officers,  Directors,  employees,  or agents shall be liable for regarding  that
person as the owner of those shares at that time for those purposes,  regardless
of whether that person does not possess a certificate for those shares.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         SECTION 1.  DISTRIBUTIONS AND SHARE DIVIDENDS.  Distributions and share
dividends,  subject to the provisions of the Certificate of Incorporation of the
Corporation,  if any, may be  authorized  by the Board at any regular or special
meeting.  Distributions may be paid in cash, in property,  or in the issuance of
indebtedness,  and may be in the form of a dividend on the outstanding shares of
the  Corporation,  a purchase or redemption by the Corporation of any of its own
shares,  or a payment  in  liquidation  of all or a portion of the assets of the
Corporation.  Share dividends shall be paid in authorized but unissued shares of
the  Corporation or in treasury  shares subject to the provisions of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation of
the  Corporation.  The Board may fix a record  date in the  manner  provided  in
Article II of these bylaws for the purpose of determining  stockholders entitled
to receive a  distribution  (other than a  distribution  involving a purchase or
redemption by the Corporation of any of its own shares) or share dividend.

         SECTION 2.  RESERVES.  There may be created by  resolution of the Board
out of the surplus of the Corporation  such reserve or reserves as the Directors
from  time  to  time,  in  their   discretion,   think  proper  to  provide  for
contingencies,  or to  equalize  distributions,  or to  repair or  maintain  any
property of the  Corporation,  or for such other purposes as the Directors shall
think beneficial to the Corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.

         SECTION 3.  CHECKS.  All  checks or demands  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.

         SECTION 4. FISCAL YEAR.  The fiscal year of the  Corporation  shall end
each year on December 31.

         SECTION 5. SEAL. The corporate  seal shall have  inscribed  thereon the
name of the  Corporation.  Said seal may be used by  causing  it or a  facsimile
thereof to be impressed or affixed or reproduced or otherwise.

         SECTION 6.  INDEMNIFICATION.  The  Corporation  shall  indemnify  every
Director and officer of the  Corporation  against,  and reimburse and advance to
every Director and officer for, all liabilities,  costs and expenses incurred in
connection with such  directorship or office and any actions taken or omitted in
such capacity to the greatest extent permitted under the General Corporation Law
of the  State  of  Delaware  and  other  applicable  laws  at the  time  of such
indemnification, reimbursement or advance payment.

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<PAGE>

         SECTION 7. AMENDMENTS.  Except as provided herein,  these bylaws may be
amended or  repealed  or new bylaws  may be adopted by the  stockholders  of the
Corporation or by the Board.

         SECTION  8.  BOOKS  AND  RECORDS.  There  shall  be  maintained  at the
principal  office of the Corporation  books of account of all the  Corporation's
business and transactions.  There shall be maintained at the principal office of
the  Corporation or at the office of the  Corporation's  transfer agent a record
containing the names and addresses of all stockholders,  the number and class of
shares  held by such and the dates when they  respectively  became the owners of
record thereof.



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