BY-LAWS
                                       OF
                            FIVE STAR PRODUCTS, INC.*

                                    ARTICLE I

                                     OFFICES

         Section 1. The location of the principal office of the Corporation in
the state of Delaware shall be in the City of Wilmington, County of New Castle,
State of Delaware.
         Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at the principal office of Corporation in the State of
Delaware or at such other place within or without the State of Delaware as may
from time to time be fixed by the Board of Directors and may be specified in
respective notices of meeting or duly executed waivers of notice: provided that
the place of meeting for the election of directors shall not be changed within
sixty days next before the day on which the election is to be held and, at least
twenty days before the elections is held, a notice of such change shall be given
to each stockholder entitled to vote at the election.

         Section 2. An Annual Meeting of Stockholders shall be held each year at
such date in the months of May or June as may from time to time be fixed by the
Board of Directors.

         Section 3. Written notice of the annual meeting shall be given to each
stockholder entitled to vote thereat, at least ten days before the date fixed
for the meeting.

         Section 4. At least ten days before each election of directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares

*Named changed from American Drug Company on 8/10/99.

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and the number of voting shares held by each, shall be prepared by the
Secretary. Such list shall be open to the examination of any stockholder for
said ten days either at a place within the city, town or village where the
election is to be held and which place shall be specified in the notice of
meeting, or, if not so specified, at the place where said meeting is to be held,
and shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.
         Section 5. At all elections of Directors, the Chairman of the meeting
shall appoint one or more Inspectors of Election. The Inspectors shall first
take and subscribe an oath or affirmation faithfully to execute the duties of
Inspectors at such meeting with strict impartiality and according to the best of
their ability, and shall take charge of the polls, and after the balloting shall
make a certificate of the result of the vote taken; but no director or candidate
for the office of director shall be appointed as such Inspector.

         Section 6. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding sixty days preceding the date of any
meeting of the stockholders or the date for payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or the date in connection with
obtaining the consent of stockholders for any purpose. In lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion of exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, 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 change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholder as shall be stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights or to give such
consent, 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.

         Section 7. Special meetings of stockholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, shall be held at the principal office of the Corporation in the
State of Delaware or at such other place within or without the State of Delaware
as may be designated in the notice of said meeting, upon call of the President
or the Secretary at the request in writing of a majority of the Board of
Directors, or at the request of the stockholders owning capital stock of the
Corporation issued and outstanding and representing a majority of all issued and
outstanding classes of capital stock. Such request shall state the purpose or
purposes of the proposed meeting.

         Section 8. Written notice of a special meeting of stockholders, stating
the time and place thereof, shall be given to each stockholder entitled to vote
thereat at least five days before the date fixed for such meeting.

         Section 9. The holders of record of stock, issued outstanding and
entitled to vote thereat, present in person or represented by proxy,
representing a majority of the number of votes entitled to be cast shall
constitute a quorum at all meetings of stockholders except as otherwise provided
by statute, by the Certificate of Incorporation or by these By- Laws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at 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 called.


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         Section 10. When a quorum is present at any meeting, the vote of the
holders of stock having a majority of the 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
the Certificate of Incorporation or of these By-Laws, a different vote is
required, in which case such express provisions shall govern and control the
decision of such question.

         Section 11. Any vote on stock of the Corporation may be given by the
stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunder authorized and delivered to the secretary of the meeting; provided,
however, no proxy shall be vote on after three years from its date unless said
proxy provides for a longer period. Except where transfer books of the
Corporation shall have been closed or a date shall have been fixed as a record
date for the determination of stockholders entitled to vote, no share of stock
shall be voted at any election of Directors which shall have been transferred on
the books of the Corporation within twenty days next preceding such election of
Directors.

         Section 12. Whenever a vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, the meeting of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken. Nothing in the Section contained shall be construed to alter or modify
the provisions of Section 271 of the Delaware Corporation Law.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. The property and 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 stockholders.

         Section 2. The number of Directors which shall constitute the whole
Board shall be not less than three and not more than fifteen, as the Directors
may from time to time determine by resolution. The Directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3 of this
Article, and each Director elected shall hold office until his successor shall
be elected and shall qualify. Directors need not be stockholders.

         Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, though less than a quorum, and the Directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced pursuant
to law; provided, however, that, if one or more directors shall resign from the
Board, effective at a future date, the remaining Directors who have not resigned
may fill such vacancy or vacancies or they may request the resigning directors
to participate in filling such vacancy or vacancies and in either case, the vote
herein shall become effective at the future date aforesaid. The votes taken
pursuant to this Section 3 need not be by ballot.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The Directors of the Corporation may hold their meetings
both regular and special, either within or without the State of Delaware.
         Section 5. The first meeting of each newly elected Board may be held
immediately after each annual meeting of the stockholders at the same place at
which such annual meeting is held, and no notice of such meeting shall be
necessary.


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         Section 6. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.

         Section 7. Special meetings of the Board may be called by the President
on at least two days' notice to each Director, either personally or by mail or
by telegram. Meetings may be held at any time without notice if all the
directors are present, or if at any time before or after the meeting those
present waive notice of the meeting in writing.

         Section 8. At all meetings of the Board, a majority of the number of
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at a 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 or by these By-Laws. 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.

                             COMMITTEES OF DIRECTORS

         Section 9. The Board of Directors may, by resolution passed by a
majority of the whole board, designate an Executive Committee to consist of two
or more Directors as the Board may from time to time determine. The Executive
Committee shall have, and may exercise, all the powers of .the Board of
Directors in the management of the business and the affairs of the Corporation,
including, without limitation, the issuance of shares of the Common stock of the
Corporation, and shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it, but neither the Executive Committee
nor any other Committee appointed by the Board shall have the power to fill
vacancies in the said Committee; provided, however, that, in the absence or
disqualification of any member of the Executive Committee or of any other
Committee appointed by the Board, 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 to act at a meeting
in the place of such absent or disqualified member, subject, however, to the
right of the Board of Directors to designate one or more alternate members of
such Committee which alternate members shall have power to serve, subject to
such conditions as the Board may prescribe, as a member or members of said
Committee during the absence or inability to act of anyone or more members of
said Committee. The Board of Directors shall have the power at any time to
change the membership of the Executive Committee, to fill vacancies in it, or to
dissolve it. The Executive Committee may make rules for the conduct of its
business and may appoint such Committees and assistants as it may from time to
time deem necessary. A majority of the members of the Executive Committee shall
constitute a quorum. Unless otherwise ordered by the Board, each member of the
Executive Committee shall continue to be a member thereof until the expiration
of his term of office as a Director (or, in the case of his reelection as a
Director, until the expiration of his new term of office) or until sooner
removed by the Board. Meetings of the Executive Committee shall be held at the
principal office of the Corporation in the State of Delaware, or at such other
place or places within or without the State of Delaware as shall be specified in
the notice or waiver of notice of meeting, or specified by resolution of the
Board or of the Executive Committee.

         Section 10. The Board of Directors may also, by resolution or
resolutions, passed by a majority of the whole Board, designate one* or more
other Committees, each Committee to consist of one1 or more of the Directors of
the Corporation which to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and shall have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. 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 11. Whenever requested by the Board of Directors a committee
shall keep regular minutes of their proceedings and report the same to the Board
when required.

*Amended at a meeting of the Board of Directors on March 26, 2002

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                            COMPENSATION OF DIRECTORS

         Section 12. Directors may, by resolution of the Board, receive a fixed
annual sum or other compensation for acting as Directors, payable quarterly or
at such other intervals as the Board shall fix, and/or a fixed sum or other
compensation and expenses of attendance, if any, 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, or any
subsidiary or affiliated corporation, in any other capacity and receiving
compensation therefor. Members of special or standing Committees may be allowed
like compensation for attending Committee meetings.

                          INFORMAL ACTION BY DIRECTORS

         Section 13. Unless otherwise restricted by the Certificate of
Incorporation or 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 prior to such action 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 or proceedings of the Board or
Committee.

                              REMOVAL OF DIRECTORS

         Section 14. At any special meeting of the stockholders, duly called as
provided in these By-Laws, any Director or Directors may by the affirmative vote
of the holders of a majority of all the shares of stock outstanding and entitled
to vote for the election of Directors be removed from office, either with or
without cause, and his successor or their successors may be elected at such
meeting; or the remaining directors may, to the extent vacancies are not filled
by such election, fill any vacancy or vacancies created by such removal.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 15. The Corporation shall indemnify any and all of its
Directors and officers and former Directors and officers and any person who may
be serving or have served at its request as a Director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor (and their heirs, distributees, executors, and administrators), against
expenses actually and necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are
made parties, or a party, by reason of being or having been Directors or
officers or are a Director or officer of the Corporation, or of such other
corporation; provided however, that the Corporation shall not indemnify any such
Director or officer or former Director or officer or person in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of duty, nor in
respect of any matter on which any settlement or compromise is effected, if the
total expense, including the cost of such settlement, shall substantially exceed
the expense which might reasonably be incurred by such Director or officer or
former Director or officer or person in conducting such litigation to a final
conclusion. The foregoing rights and indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
common law, any statute, by-law, agreement, vote of stockholders, or otherwise.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these By- Laws, notice is required to be
given to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail addressed to such
Director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.


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         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 Vice Chairman of the Board,
a President, a Vice President, a Secretary and a Treasurer. The Board of
Directors may also choose additional Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurer. Any two offices may be held by the same
person. More than two offices other than the offices of President and Secretary
may be held by the same person. The Board may appoint such 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 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a Chairman of the Board, a Vice
Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and
a Secretary, none of whom need be a member of the Board.

         Section 3. 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 either with or without cause at any time by
the affirmative vote of a majority of the whole Board of Directors. If the
office of any officer becomes vacant for any reason, vacancy shall be filled by
the Board of Directors.

                              CHAIRMAN OF THE BOARD

         Section 4. The Chairman of the Board shall preside at all meetings of
the Board of Directors and stockholders, and shall have such other powers and
duties as may from time to time be prescribed by the Board of Directors, upon
written directions given to him pursuant to resolutions duly adopted by the
Board of Directors.

                           VICE CHAIRMAN OF THE BOARD

         Section 5. The Board of Directors shall also elect from their own
number a Vice Chairman, who, in the absence of the Chairman, shall act in his
stead. In the absence of the Chairman or in the event of his inability to serve,
the Vice Chairman shall have all the powers and shall perform the duties of the
Chairman.

                                    PRESIDENT

         Section 6. The President shall have general supervision of the business
of the Corporation and over its several officers, subject to the control of the
Board of Directors. He shall, unless another person is designated by the Board
of Directors, preside at all meetings of the stockholders. He shall sign and
execute in the name of the Corporation, all deeds, mortgages, bonds, contracts
or other instruments authorized by the Board of Directors, except where required
or permitted by law to be otherwise signed or executed and except in cases where
the signing and execution thereof shall be delegated by the Board of Directors
or by these By-Laws to some other officer or agent of the Corporation; and in
general, shall perform all the duties incident to the office of the President.

                               THE VICE PRESIDENTS

         Section 7. The Vice Presidents shall perform such duties as the
President or the Board of Directors may, from time to time, designate.

                       SECRETARY AND ASSISTANT SECRETARIES

         Section 8. The Secretary shall record all the proceedings of the
meetings of the stockholders and Directors in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when
requested. He shall give, or cause to be given, notice of all meetings of the

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stockholders 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/she shall be. He/she 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 his/her
signature or by the signature of the Treasurer or an Assistant Secretary.

         Section 9. The Assistant Secretaries in order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties as the President
or the Board of Directors shall prescribe.

                        TREASURER AND ASSISTANT TREASURER

         Section 10. 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 moneys
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 11. 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 12. He shall perform all duties incident to the office, and any
duties that may be assigned to him by the Board of Directors or the President.

         Section 13. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in 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
belonging to the Corporation.

         Section 14. The Assistant Treasurers in the order of their seniority,
unless otherwise 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. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         Section 1. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the President or the Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

         Section 2. The Board of Directors may appoint one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of anyone
of them.

         Section 3. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the

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Corporation and a registrar, the signature of any such President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
have not ceased to be such officer or officers of the Corporation.

         Section 4. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the registered holder thereof in person or by
his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as Corporation or its agents may reasonably
require.

         Section 5. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share of 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 Delaware.

                                LOST CERTIFICATE

         Section 6. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
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 of stock to be lost or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors may, in its discretion,
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum 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.


                                   ARTICLE VII

                                 CORPORATE BOOKS

         Section 1. All the books of the Corporation, except either the original
or duplicate stock ledger, may be kept outside of Delaware at such place or
places as the Board of Directors may from time to time determine.

                                  ARTICLE VIII

                               GENERAL PROVISIONS
                                    DIVIDENDS
         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 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 in 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 meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interest of the

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Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                            EXECUTION OF INSTRUMENTS

         Section 3. All checks, notes, drafts, bills of exchange, order for the
payment of money, bonds, debentures, obligations bill of lading, commercial
documents and other negotiable and/or non-negotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed and may be attested by the Secretary or one of the Assistant
Secretaries or by the Treasurer or one of the Assistant Treasurers or by any
other officer.

                                   FISCAL YEAR

         Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors; otherwise it shall be a calendar year.

                                 CORPORATE SEAL

         Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise

                               VOTING UPON STOCKS

         Section 6. Unless otherwise ordered by the Board of Directors or
Executive Committee, the President, or any of the Vice Presidents authorized
thereto in writing by the President, shall have full power and authority on
behalf of the Corporation to attend and to act and to vote, or to give, on
behalf of the Corporation a proxy to attend and to act and to vote at any
meeting of the stockholders of any corporation in which the Corporation may hold
stock, and at any such meeting he or such proxy shall possess and may exercise,
for purpose of such meeting, any and all the rights and powers incident to the
ownership of said stock, and which as the owner thereof, the Corporation might
have possessed and exercised if present. The Board of Directors or Executive
Committee by resolution from time to time may confer like powers upon any other
person or persons.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. These By-Laws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting;
provided, however, that no change of the time or place of the meeting for the
election of Directors shall be made within sixty days next before the day on
which such meeting is to be held, and that in case of any change of such time or
place, notice thereof shall be given to each stockholder entitled to vote
thereat at least twenty days before the election is held.

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