EXHIBIT 3.2

                                  CALTON, INC.

                                     BY-LAWS

                                   ARTICLE I

                                     OFFICES

      Section 1. The registered office shall be at 500 Craig Road, in the
Township of Freehold, County of Monmouth, State of New Jersey. The registered
agent of the Corporation at such office is Robert E. Linkin.

      Section 2. The Corporation may also have offices at such other places,
both within and without the State of New Jersey, as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 1. All meetings of the shareholders for the election of directors
and for any other purpose may be held at such time and place, within or without
the State of New Jersey, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

      Section 2. Annual meetings of shareholders shall be held on a regular
business day of the month of March or April at the offices of the Corporation or
at such other date, time and place of which shall be established by the Board of
Directors, at which they shall elect by a plurality vote a Board of Directors
and transact such other business as may properly be brought before the meeting.

      Section 3. Notice of the annual meeting shall be given by mailing, no more
than sixty (60) days nor less than ten (10) days prior thereto, a written notice
stating the time and place thereof, directed to each shareholder of record
entitled to vote at the meeting at his address as the same appears upon the
records of the Corporation. 

      Section 4. The officer or agent having charge of the stock transfer books
for shares of the Corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. Such list shall be arranged alphabetically within each class, series,
or group of shareholders maintained by the 
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Corporation, showing the address of, and the number of shares held by, each
shareholder. Such list shall be produced at the time and place of the meeting;
be subject to the inspection of any shareholder during the whole time of the
meeting; and be prima facie evidence as to who are the shareholders entitled to
examine such list or to vote at any such meetings.

      Section 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or the president, and
shall be called by the president or secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of shareholders
owning a majority in amount of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

      Section 6. Written or telegraphic notice of a special meeting of
shareholders, stating the time, place and object thereof, shall be given to each
shareholder entitled to vote thereat, not more than sixty (60) nor less than ten
(10) days before the date fixed for the meeting.

      Section 7. Business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

      Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders 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
noticed. If the adjourned meeting is for more than thirty (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 shareholder of record
entitled to vote at the meeting.

      Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present, in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.
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      Section 10. Each shareholder shall, at every meeting of the shareholders,
be entitled to that number of votes in person or by proxy as provided in the
certificate of incorporation for each share of capital stock having voting power
held by such shareholder.

      Every shareholder entitled to vote at a meeting of shareholders or to
express consent without a meeting may authorize another person or persons to act
for him by proxy. Every proxy shall be executed in writing by the shareholder or
his agent, except that a proxy may be given by a shareholder or his agent by
telegram or cable or by any means of electronic communication which results in a
writing. No proxy shall be valid for more than 11 months, unless a longer time
is expressly provided therein. Unless it is irrevocable as provided below in
this Article II, Section 10, a proxy shall be revocable at will. The grant of a
later proxy revokes any earlier proxy unless the earlier proxy is irrevocable. A
proxy shall not be revoked by the death or incapacity of a shareholder but such
proxy shall continue in force until revoked by the personal representative or
guardian of the shareholder. The presence at any meeting of any shareholder who
has given a proxy does not revoke the proxy unless the shareholder files written
notice of the revocation with the secretary of the meeting prior to the voting
of the proxy or votes the shares subsequent to the proxy by written ballot.

      A proxy which states that it is irrevocable is irrevocable if coupled with
an interest either in the stock itself or in the Corporation and, in particular
and without limitation, if it is held by any of the following or a nominee of
any of the following: (a) a pledgee; (b) a person who has purchased or agreed to
purchase the shares; (c) a creditor of the Corporation who has extended credit
or has agreed to continue to extend credit to the Corporation if the proxy is
given in consideration of the extension or continuation; (d) a person who has
agreed to perform services as an employee of the Corporation if the proxy is
given in consideration of the agreement; or (e) a person designated pursuant to
the terms of an agreement as to voting between two or more shareholders. An
irrevocable proxy becomes revocable when the interest which supports the proxy
has terminated. Unless noted conspicuously on the share certificate, an
otherwise irrevocable proxy may be revoked by a person who becomes the holder of
the shares without actual knowledge of the restriction.

      A person named in a proxy as the attorney or agent of a shareholder may,
if the proxy so provides, substitute another person to act in his place,
including any other person named as an attorney or agent in the same proxy. The
substitution shall not be effective until an instrument effecting it is filed
with the secretary of the Corporation.

      Section 11. Whenever the vote of shareholder at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provision of the statutes or of the Certificate of Incorporation, the meeting
and the vote of shareholders may be dispensed with if all the shareholders who
would have been entitled to vote upon the 
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action if such meeting were held shall consent in writing to such corporate
action being taken, and in the case of any action to be taken pursuant to
Chapter 10 of Title 14A of the Revised Statutes of the State of New Jersey, the
Corporation provides to all other shareholders the advanced notification
required by N.J.S.A. 14A:5-6(2)(b).

      Subject to the provisions of N.J.S.A. 14A:5-6(2), whenever the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provision of the statutes or of the
Certificate of Incorporation, other than the election of directors, the meeting
and vote of shareholders may be dispensed with and the action may be taken
without a meeting upon the written consent of shareholders who would have been
entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all shareholders entitled to vote
thereon were present and voting.

      Section 12. At each meeting of shareholders, the Chairman of the Company's
Board of Directors or in his or her absence the President of the Company or in
his or her absence any Vice President of the Company or in his or her absence a
chairman chosen by the vote of a majority in interest of the shareholders
present in person or represented by proxy and entitled to vote thereat, shall
act as chairman. The Secretary or in his or her absence an Assistant Secretary
or in the absence of the Secretary and all Assistant Secretaries a person whom
the chairman of the meeting shall appoint shall act as secretary of the meeting
and keep a record of the proceedings thereof. 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, the chairman shall have the
authority to prescribe such rules, regulations and procedures and 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 at the meeting after
the time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. The
chairman shall have absolute authority over matters of procedure and there shall
be no appeal from the ruling of the chairman. The chairman may rule that a
resolution, nomination or motion not be submitted to the shareholders for a vote
unless seconded by a shareholder or a proxy for a shareholder. The chairman may
require that any person who is neither a bona fide shareholder nor a proxy for a
bona fide shareholder leave the meeting, and upon the refusal of a shareholder
to comply with a procedural ruling of the chairman which the chairman deems
necessary for the proper conduct of the meeting, may require that such
shareholder leave the meeting. The chairman may, on his own motion, 
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summarily adjourn any meeting for any period he deems necessary if he rules that
orderly procedures cannot be maintained at the meeting. 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.

      Section 13. To be properly brought before an annual meeting of
shareholders, business must be either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing, 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 meeting anniversary date of the immediately preceding
annual meeting. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting, (ii) the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the shareholder and (iv) any material interest of the
shareholder in such business.

      Notwithstanding anything in the By-Laws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 13 of Article II and any other applicable requirements,
provided, however, that nothing in this Section 13 of Article II shall be deemed
to preclude discussion by any shareholder of any business properly brought
before the annual meeting.

      The chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 13 of Article II and
any other applicable requirements and if he should so determine, which
determination shall be conclusive, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

                                  ARTICLE III

                                    DIRECTORS

      Section 1. The number of directors which shall constitute the whole Board
shall be the number, not less than three nor more than fifteen, fixed from time
to time by a majority vote of the whole Board of Directors; provided, no
decrease in the number of directors shall shorten the term of any incumbent
director. Each director shall serve for the 
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term of the class for which elected or until such time as a successor shall have
been duly elected and shall have qualified. Directors need not be shareholders.

      Section 2. 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
shareholder entitled to vote in the election of directors generally. However,
any shareholder 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 shareholder'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 (i) with
respect to an election to be held at an annual meeting of shareholders, 90 days
prior to the anniversary date of the immediately preceding annual 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 tenth 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 the 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 the
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
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the signed consent of each nominee to serve as a director of the Corporation if
so elected. The Corporation may require any proposed nominee or shareholder
proposing a nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation or to properly complete any
proxy or information statements used for the solicitation of proxies in
connection with the meeting at which directors are to be elected. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.

      Section 3. Whenever any vacancy shall occur in the Board of Directors by
death, resignation or otherwise, it shall be filled by a majority vote of the
directors then in office, though less than a quorum, but any such director so
elected shall hold office only until the next succeeding annual meeting of
shareholders. At such annual meeting, such director or a successor to such
director shall be elected and qualified in the class to which such director is
assigned to hold office for the term or remainder of the term of such class. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.
<PAGE>

      Section 4. The business of the Corporation shall be managed by its Board
of Directors, which 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 or by these By-Laws directed or required to be exercised or done
by the shareholders. 

      Section 5. The removal of one or more directors for cause or without cause
shall be governed by N.J.S.A. 14A:6-6 or any successor provisions thereto.

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 6. The Board of Directors of the Corporation may hold meetings,
both regular or special, either within or without the State of New Jersey.

      Section 7. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors, or upon the conclusion of the
shareholders' meeting at which time they were elected, without further notice.
At such meeting the Board of Directors shall elect from their own number a
chairman of the Board and president for the ensuing year and until their
successors are elected and qualify in their stead, elect other officers of the
Corporation, and shall transact such other business as may come before the
meeting. 

      Section 8. Regular meetings of the Board of Directors may be held without
notice at such time and to such place as shall from time to time be determined
by the Board. 

      Section 9. Special meetings of the Board may be called by the chairman of
the Board or president or secretary on three (3) days notice to each director,
either personally or by mail or by telegram. Special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of any two directors. 

      Section 10. At all meetings of the Board, a majority of the directors in
office shall 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 of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of 
<PAGE>

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 11. Unless otherwise restricted by the Certificate of
Incorporation or by these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

                            COMPENSATION OF DIRECTORS

      Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and directors who are not
full-time employees of the Corporation may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as a director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                             COMMITTEES OF DIRECTORS

      Section 13. The Board of Directors may, by resolution passed by a majority
of the whole Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of two
or more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.

      Section 14. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                                   ARTICLE IV

                                     NOTICES
<PAGE>

      Section 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given if given by telegram.

      Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. 

                                   ARTICLE V

                                    OFFICERS

      Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, a president, one or more
vice-presidents, a secretary, a treasurer and such assistant secretaries and
assistant treasurers as the Board of Directors shall from time to time
determine. The Board of Directors may also designate one or more vice-presidents
to be executive vice-presidents and/or senior vice-presidents. Two or more
offices may be held by the same person except that where the offices of
president and secretary are held by the same person, such person shall not hold
any other office.

      Section 2. The Board of Directors may appoint each other officers and
agents as it shall deem necessary, who shall hold their offices 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. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors, except that the Board of Directors may
delegate such duty to an officer or officers of the Corporation. 

      Section 4. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors, without the necessity of specifying any cause therefor
and without any prior notice of such action to the officer so removed.

                            THE CHAIRMAN OF THE BOARD

      Section 5. The chairman of the board shall preside at all meetings of the
shareholders and the Board of Directors. He shall, in the absence or the
disability of the president, perform the duties and exercise the powers of the
president, and shall perform such other duties as may be delegated to him by the
Board of Directors.
<PAGE>

                                  THE PRESIDENT

      Section 6. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

      Section 7. The President shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to the officers of the Corporation or to some other officer
or agent of the Corporation.

                               THE VICE-PRESIDENT

      Section 8. The vice-president, or if there shall be more than one, the
vice-presidents, shall, in the absence or disability of the president and the
Chairman of the Board and the executive vice-president and/or senior
vice-president, if any, perform the duties and exercise the powers of the
president and shall perform such other duties and have such other powers as the
Board of Directors or the president may from time to time prescribe. The Board
of Directors may determine the order in which the vice-presidents shall so act
in place of the president, and may designate a vice-president to perform all of
the duties of the president in the case of the absence or disability of the
president. The exercise of any power or the performance of any duty of the
president by the vice-president so designated shall be conclusive evidence of
the disability of the president and the Chairman of the Board and the executive
vice-president and/or senior vice-president.

                      THE SECRETARY AND ASSISTANT SECRETARY

      Section 9. The Secretary or an assistant secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose. He shall give, or cause to
be given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the Corporation and be, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

      Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries, in the order determined by the Board of Directors, shall,
in the absence or 
<PAGE>

disability of the secretary, perform the duties and exercise the powers of the
secretary, and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

      Section 11.The treasurer shall have the custody of the corporate funds and
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to 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 of Directors.

      Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation.

      Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in the case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belong to the Corporation.

      Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers, in the order determined by the Board of Directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer as the Board of Directors may from time to
time prescribe. 

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 1. The Corporation shall indemnify a corporate agent against his
expenses and liabilities actually and reasonably incurred in connection with the
defense of any proceeding involving the corporate agent by reason of his being
or having been such a corporate agent, other than a proceeding by or in the
right of the Corporation, if (a) such corporate agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation and (b) with respect to any criminal proceeding, such corporate
agent had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that 
<PAGE>

such corporate agent did not meet the applicable standards of conduct set forth
in paragraphs (a) and (b) herein.

      Section 2. The Corporation shall indemnify a corporate agent against his
liabilities and expenses, actually or reasonably incurred by him in connection
with the defense, in any proceeding, by or in the right of the Corporation to
procure a judgment in its favor which involves the corporate agent by reason of
his being or having been such corporate agent, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation. However, in such proceeding no indemnification shall be
provided in respect of any claim, issue or matter as to which such corporate
agent shall have been adjudged liable to the Corporation unless and only to the
extent that the New Jersey Superior Court or the court in which such proceeding
was brought shall determine upon application that despite the adjudication of
liability, but in view of all circumstances of the case, such corporate agent is
fairly and reasonably entitled to indemnity for such expenses or liabilities as
the New Jersey Superior Court or such other court shall deem proper. 

      Section 3. The Corporation shall indemnify a corporate agent against
expenses (including attorneys fees) to the extent that such corporate agent has
been successful on the merits or otherwise in any proceeding referred to in
Sections 1 and 2 of this Article or in defense of any claim, issue or matter
therein. 

      Section 4. Any indemnification under Section 1 of this Article and, unless
ordered by a court, under Section 2 of this Article, may be made by the
Corporation only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances because the corporate agent met
the applicable standard of conduct set forth in Sections 1 or 2 of this Article.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding or (b) if such a quorum is not obtainable, or, event
if obtainable and such quorum of the Board of Directors by a majority vote of
the disinterested directors so directs, by independent legal counsel in a
written opinion, such counsel to be designated by the Board of Directors or (c)
by the shareholders. 

      Section 5. Expenses incurred by a corporate agent in connection with a
proceeding may be paid by the Corporation in advance of the final disposition of
the proceeding, as authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the corporate agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified as
provided in this Article. 

      Section 6. The indemnification and advancement of expenses provided by or
granted pursuant to the other sections of this Article shall not exclude any
other rights to which a corporate agent may be entitled under the certificate of
incorporation, a bylaw, agreement, vote of shareholders, or otherwise; provided
that no indemnification shall be 
<PAGE>

made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the Corporation or its
Shareholders, (b) were not in good faith or involved a knowing violation of law
or (c) resulted in receipt by the corporate agent of an improper personal
benefit. 

      Section 7. The Corporation shall have the power to purchase and maintain
insurance on behalf of any corporate agent against any expenses incurred in any
proceeding and any liabilities asserted against him by reason of his being or
having been a corporate agent, whether or not the Corporation would have the
power to indemnify him against such expenses and liabilities under the
provisions of this section. The Corporation may purchase such insurance from, or
such insurance may be reinsured in whole or in part by, an insurer owned by or
otherwise affiliated with the Corporation, whether or not such insurer does
business with other insureds. 

                                  ARTICLE VII

                              CERTIFICATE OF STOCK

      Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate signed by, or in the name of, the Corporation by the Chairman
of the Board or president or executive vice-president, a senior vice-president
or a vice-president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.

      Section 2. Where a certificate is countersigned (a) by a transfer agent
other than the Corporation or its employee or (b) by a registrar other than the
Corporation or its employee, any other signature on the certificate, including
the signatures of the officers of the Corporation, may be facsimiles. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a 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.

                                LOST CERTIFICATES

      Section 3. Any person claiming a certificate or certificates of stock of
the Corporation to be lost, stolen or destroyed shall provide notice of that
fact to the secretary or an assistant secretary of the Corporation. Any two (2)
officers of the Corporation, other than an assistant secretary or an assistant
treasurer, may direct a new certificate or certificates to be issued in place of
and of the same tenor and for the same number of shares as the certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person 
<PAGE>

claiming the certificate or certificates of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates,
such officers may, in their discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
Corporation a bond or indemnity in form and amount and with one or more sureties
satisfactory to such officers as indemnity against any claim that may be made
against the Corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed. The Board of Directors may at any time
authorize the issuance of a new certificate or certificates to replace a
certificate or certificates alleged to be lost, stolen or destroyed upon such
other lawful terms and conditions as the Board of Directors shall prescribe.

                                TRANSFER OF STOCK

      Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence or succession, assignment or authority to transfer, it shall be the
duty 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 5. In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days before
the date of such meeting, not more than sixty (60) days prior to any other
action. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                             REGISTERED STOCKHOLDERS

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

                                  ARTICLE VIII
<PAGE>

                              LOANS AND GUARANTEES

      Section 1. The Corporation may make loans to, may guarantee the
indebtedness of, and may otherwise provide financial assistance to any director,
officer or employee of the Corporation, provided that the Board determines, in
its judgment, that the action may reasonably be expected to benefit the
Corporation. Loans, guarantees, and other financial assistance made pursuant to
this Section shall contain all terms and conditions that the Board of Directors
deems appropriate at the time the loans, guarantees, or assistance are made.

                                   ARTICLE IX

                               GENERAL PROVISIONS

      Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

      Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meeting contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

      Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the shareholders when called for by vote of the
shareholders, a full and clear statement of the business and condition of the
Corporation.

                                     CHECKS

      Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

      Section 5. The officers of the Corporation and such other persons as may
be designated by the Board of Directors, shall severally have full power and
authority to receive and give receipt for all monies due and payable to this
Corporation from any source 
<PAGE>

whatever, and to endorse for deposit warrants and checks in its name, and on its
behalf, and to give full discharge for the same.

                                   FISCAL YEAR

      Section 6.The fiscal year of the Corporation shall begin on the first day
of December of each year.

                                      SEAL

      Section 7.The corporate seal shall have inscribed thereon the following:
"CALTON, INC., 1981, Corporate Seal, New Jersey". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                   ARTICLE X

                                   DEFINITIONS

      All terms used in these By-laws shall have the meaning defined in the New
Jersey Business Corporation Act, which are incorporated herein by reference,
unless otherwise defined in these By-laws.

                                   ARTICLE XI

                                   AMENDMENTS

      Section 1.These By-Laws may be altered, amended or repealed, or new
by-laws may be adopted by the Board of Directors, at any regular meeting of the
Board of Directors or at any special meeting of the Board of Directors. These
By-Laws may also be altered, amended or repealed, or new by-laws may be adopted,
by the shareholders, at any regular meeting or at any special meeting if notice
of such alternation, amendment, repeal or adoption of new by-laws be contained
in the notice of such special meeting.