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                                                                    EXHIBIT 3.02

                                     BY-LAWS

                                       OF

                               NASHUA CORPORATION

                            (a Delaware Corporation)

                              -------------------


                               ARTICLE I. OFFICES

         SECTION 1. REGISTERED OFFICE IN DELAWARE. The registered office of
NASHUA CORPORATION (hereinafter called the "Corporation") in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the
registered agent in charge thereof shall be The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

         SECTION 2. OTHER OFFICES. The Corporation may have such other office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Corporation.


                      ARTICLE II. MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETING. All meetings of the stockholders shall be
held at such place or places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices or waivers of notice thereof.

         SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders shall be
held at 10:00 a.m. on the fourth Friday of April in each year or at such other
date and time as may be fixed by the Board of Directors for the purpose. At each
annual meeting the stockholders entitled to vote shall vote with respect to the
election of a Board of Directors and may transact any other proper business.

         SECTION 3. SPECIAL MEETINGS. A special meeting of the stockholders, or
of any class thereof entitled to vote, for any purpose or purposes, may be
called at any time by the Chairman of the Board or the President or by order of
the Board of Directors.

         SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required
by law, written notice of each meeting of stockholders, whether annual or
special, stating the place, date and hour of the meeting shall be given not less
than ten days nor more than fifty days before the date on which the meeting is
to be held to each stockholder of record entitled to vote thereat by delivering
a notice thereof to him personally or by mailing such notice in a postage



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prepaid envelope directed to him at his address as it appears on the stock
ledger of the Corporation. Every notice of a special meeting of the
stockholders, besides stating the place, date and hour of the meeting, shall
state briefly the purpose or purposes thereof. Notices of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy unless such attendance is for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened; and, if any stockholder shall, in person or by attorney thereunto
authorized, in writing or by telegraph, cable or wireless, waive notice of any
meeting of the stockholders, whether prior to or after such meeting, notice
thereof need not be given to him.

         If a meeting is adjourned to another time or place and if an
announcement of the adjourned time and place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the adjournment
is for more than thirty days or the Board of Directors, after adjournment, fixes
a new record date for the adjourned meeting.

         SECTION 5. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall be kept and produced at the time
and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present. The original or duplicate
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

         SECTION 6. QUORUM. At each meeting of the stockholders, the holders of
record of a majority of the issued and outstanding stock of the Corporation
entitled to vote at such meeting, present in person or by proxy, shall
constitute a quorum for the transaction of business, except where otherwise
provided by law, the Certificate of Incorporation or these By-Laws. In the
absence of a quorum, any officer entitled to preside at, or act as Secretary of,
such meeting shall have the power to adjourn the meeting from time to time until
a quorum shall be constituted. At any such adjourned meeting at which a quorum
shall be present any business may be transacted which might have been transacted
at the meeting as originally called, but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.

         SECTION 7. VOTING. Except as otherwise provided in the Certificate of
Incorporation, at every meeting of stockholders each holder of record of the
issued and outstanding stock of the Corporation entitled to vote at such meeting
shall be entitled to one vote in person or by proxy for each such share of stock
entitled to vote held by such stockholder, but no proxy shall be

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voted after three years from its date unless the proxy provides for a longer
period. Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held by the Corporation, shall neither be
entitled to vote nor be counted for quorum purposes. Nothing in this Section
shall be construed as limiting the right of the Corporation to vote its own
stock held by it in a fiduciary capacity. At all meetings of the stockholders, a
quorum being present, all matters shall be decided by majority vote of the
shares of stock entitled to vote held by stockholders present in person or by
proxy, except as may be otherwise required by the Certificate of Incorporation,
these By-Laws or the laws of the State of Delaware provided, however, that, in
the election of directors, if some but not all of the total number of directors
to be elected receive a majority vote of the shares of stock entitled to vote
held by stockholders present in person or by proxy, then the remaining number of
directors to be elected, up to the total number of directors to be elected,
shall be elected by a plurality of the votes of the shares of stock entitled to
vote held by stockholders present in person or by proxy. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed by the Chairman of
the meeting or required by the laws of the State of Delaware, the vote thereat
on any question need not be by ballot.

         SECTION 8. BUSINESS. At any meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting (a) by
or at the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 8, who shall be entitled to vote at such meeting,
and who complies with the notice procedures set forth in this Section 8. For
business to be properly brought before a stockholder meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' prior disclosure of
the date of the meeting is first given or made (whether by public disclosure or
written notice to stockholders), notice by the stockholder to be timely must be
received no later than the close of business on the 10th day following the day
on which such disclosure of the date of the meeting was made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting (a) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such business.
Notwithstanding anything elsewhere in these By-Laws to the contrary, no business
shall be conducted at a stockholder meeting except in accordance with the
procedures set forth in this Section 8. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
these By-Laws, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section 8, a
stockholder shall also comply


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with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section.


                         ARTICLE III. BOARD OF DIRECTORS

         SECTION 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the Board of Directors.

         SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors shall be
fixed from time to time by resolution of the Board of Directors, but shall not
be less than five nor more than fifteen. Directors need not be stockholders.
Each director shall hold office until the annual meeting of the stockholders
next following his election and until his successor shall have been elected and
shall qualify, or until his death, resignation or removal.

         SECTION 3. QUORUM AND MANNER OF ACTING. Unless otherwise provided by
law, the presence of one-third of the total number of directors shall be
necessary to constitute a quorum for the transaction of business. In the absence
of a quorum, a majority of the directors present may adjourn the meeting from
time to time until a quorum shall be present. Notice of any adjourned meeting
need not be given. At all meetings of directors, a quorum being present, all
matters shall be decided by the affirmative vote of a majority of the directors
present, except as otherwise required by the laws of the State of Delaware.

         SECTION 4. PLACE OF MEETINGS, ETC. The Board of Directors may hold its
meetings and keep the books and records of the Corporation, at such place or
places within or without the State of Delaware, as the Board may from time to
time determine.

         SECTION 5. ANNUAL MEETING. As promptly as practicable after each annual
meeting of stockholders for the election of directors and at the place thereof,
the Board of Directors shall meet for the purpose of organization, the election
of officers and the transaction of other business. Notice of such meeting need
not be given. If such meeting is held at any other time or place, notice thereof
must be given or waived as hereinafter provided for special meetings of the
Board of Directors.

         SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination, and notice thereof has been once given to each member
of the Board of Directors, regular meetings may be held without further notice
being given.


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         SECTION 7. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President, a Vice President, the Secretary or the Treasurer or by a majority of
the directors. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two days
before the date on which the meeting is to be held, or shall be sent to him at
such place by telegraph, cable, radio or wireless, or be delivered personally or
by telephone, not later than the day before the day on which such meeting is to
be held. Each such notice shall state the time and place of the meeting but need
not state the purposes thereof except as provided in Article VIII hereof. In
lieu of the notice to be given as set forth above, a waiver thereof in writing,
signed by the director or directors entitled to said notice, whether prior to or
after the meeting in question, shall be deemed equivalent thereto for purposes
of this Section 7. No notice to or waiver by any director with respect to any
special meeting shall be required if such director shall be present at said
meeting.

         SECTION 8. RESIGNATION. Any director of the Corporation may resign at
any time by giving written notice to the Chairman of the Board, the President or
the Secretary of the Corporation. The resignation of any director shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office including those who have so resigned
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

         SECTION 9. VACANCIES. 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, unless
otherwise provided by the Certificate of Incorporation or the laws of the State
of Delaware.

         SECTION 10. COMMITTEES. The 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 directors of the Corporation, which shall
have and may exercise such powers of the Board of Directors in the management of
the business and affairs of the Corporation (including the power to authorize
the seal of the Corporation to be affixed to all papers which may require it) as
the Board may provide in the respective resolutions appointing them, subject to
such restrictions as may be contained in the Certificate of Incorporation. 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. The committees
shall keep regular minutes of their proceedings and report the same to the Board
when required. A majority of all the members of any such committee may fix its
rules of procedure, determine its action and fix the time and place, whether
within or without the State of Delaware, of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
by resolution provide. In the absence or disqualification of any member of any
such committee, 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


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the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors shall have power to change the
membership of any such committee at any time, to fill vacancies therein and to
discharge any such committee, either with or without cause, at any time.

         SECTION 11. ACTION WITHOUT MEETING. 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 or proceedings of the Board or committee.

         SECTION 12. NOMINATIONS OF DIRECTORS. Subject to the rights of holders
of any class or series of stock having a preference over the common stock of the
Corporation as to dividends or upon liquidation, only persons who are nominated
in accordance with the procedures set forth in these By-Laws shall be eligible
to serve as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by or
at the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 12, who shall be entitled to vote for the election
of directors at the meeting, and who complies with the notice procedures set
forth in this Section 12. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' prior
disclosure of the date of the meeting is first given or made (whether by public
disclosure or written notice to stockholders), notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such disclosure of the date of the meeting was made.
Such stockholder's notice to the Secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (b) as to the stockholder giving the notice (i) the name and address, as
they appear on the Corporation's books, of such stockholder and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible to serve as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 12 or in accordance
with Section 9 in connection with filling a vacancy in the Board of Directors or
any newly created directorship resulting from any increase in the authorized
number of directors. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws and


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if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Section 12, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this
Section.


                              ARTICLE IV. OFFICERS

         SECTION 1. NUMBER. The principal officers of the Corporation shall be a
President, one or more Vice Presidents, a Treasurer, a Secretary and, at the
discretion of the Board of Directors, a Chairman of the Board and a Controller.
The Corporation may also have, at the discretion of the Board of Directors, such
other officers as may be appointed in accordance with the provisions of these
By-Laws. One person may hold the offices and perform the duties of any two or
more of said offices.

         SECTION 2. ELECTION AND TERM OF OFFICE. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly chosen and shall qualify, or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

         SECTION 3. SUBORDINATE OFFICERS. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
Assistant Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the Board of Directors may deem necessary, each of whom
shall hold office for such period, have such authority, and perform such duties
as the Chairman of the Board, the President, or the Board of Directors may from
time to time determine. The Board of Directors may delegate to any principal
officer the power to appoint and to remove any such subordinate officers, agents
or employees.

         SECTION 4. REMOVAL. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by the Board of Directors.

         SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Chairman of the Board or to the Board of Directors or to
the President or to the Secretary. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.


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         SECTION 6. VACANCIES. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these By-Laws for
election or appointment to such office for such term.

         SECTION 7. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board,
he shall preside at all meetings of stockholders and at all meetings of the
Board of Directors. Unless the Board of Directors shall otherwise specify, he
shall be the chief executive officer of the Corporation and as such shall have
general supervision of the affairs of the Corporation, subject to the control of
the Board of Directors. He shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

         SECTION 8. PRESIDENT. In the absence of the Chairman of the Board or if
there is no Chairman of the Board, the President shall perform the duties and
exercise the powers given to the Chairman of the Board under these By-Laws. He
shall perform such other duties and have such other powers as the Chairman of
the Board or the Board of Directors may from time to time prescribe.

         SECTION 9. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Chairman of the Board, the President or the Board of
Directors may from time to time prescribe.

         SECTION 10. TREASURER. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. When requested by
the Board of Directors, he shall render a statement of the condition of the
finances of the Corporation at any meeting of the Board or at the annual meeting
of stockholders; shall receive, and give receipt for, moneys due and payable to
the Corporation from any source whatsoever; and in general, shall perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman of the Board, the President
or the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful discharge of his duties as the Board of Directors may require.

         SECTION 11. SECRETARY. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose;
shall see that all notices required to be given by the Corporation are duly
given and served; and in general, shall perform all the duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Chairman of the Board, the President or the Board of Directors.


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         SECTION 12. CONTROLLER. If there is a Controller, he shall have
immediate charge of the Accounting Department of the Corporation and shall keep
a record of all accounts and accounting matters of the Corporation and shall
prepare such statements and reports as may be required of him by the Chairman of
the Board, the President or the Board of Directors; and in general, shall
perform all the duties incident to the office of Controller and such other
duties as from time to time may be assigned to him by the Chairman of the Board,
the President or the Board of Directors.

                      ARTICLE V. SHARES AND THEIR TRANSFER

         SECTION 1. CERTIFICATES FOR STOCK. Every stockholder of the Corporation
shall be entitled to a certificate or certificates, to be in such form as the
Board of Directors shall prescribe, certifying the number of shares of the
capital stock of the Corporation owned by him.

         SECTION 2. STOCK CERTIFICATE SIGNATURE. The certificates for such stock
shall be signed by the Chairman of the Board or the President or any Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation and its seal shall be affixed thereto. If
such certificate is countersigned (1) by a transfer agent other than the
Corporation or its employee, or, (2) by a registrar other than the Corporation
or its employee, the signatures of such officers of the Corporation and its seal
may be facsimiles. In case any officer of the Corporation who has signed, or
whose facsimile signature has been placed upon, any such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
issue.

         SECTION 3. STOCK LEDGER. A record shall be kept by the Secretary or by
the transfer agent or by any other officer, employee or agent designated by the
Board of Directors of the name of the person, firm or corporation holding the
stock represented by such certificates, the number of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation, the respective dates of cancellation.

         SECTION 4. CANCELLATION. Every certificate surrendered to the
Corporation for exchange or registration of transfer shall be cancelled, and no
new certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificate shall have been so cancelled,
except in cases provided for in Section 7 of this Article V.

         SECTION 5. REGISTRATIONS OF TRANSFERS OF STOCK. Registrations of
transfers of shares of the capital stock of the Corporation shall be made on the
books of the Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer clerk or a transfer agent
appointed as in Section 6 of this Article V provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation; PROVIDED, HOWEVER, that


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whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer, both the transferor
and the transferee request the Corporation to do so.

         SECTION 6. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation or these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation. It may appoint, or
authorize any principal officer or officers to 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 any of
them.

         SECTION 7. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. As a
condition of the issue of a new certificate for shares of stock in the place of
any certificate theretofore issued and alleged to have been lost, stolen,
mutilated or destroyed, the Board of Directors, in its discretion, may require
the owner of any such certificate, or his legal representatives, to give the
Corporation a bond in such sum and in such form as it may direct to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft, mutilation or destruction of any such certificate or the
issuance of such new certificate. Proper evidence of such loss, theft,
mutilation or destruction shall be procured for the Board of Directors, if
required. The Board of Directors, in its discretion, may authorize the issuance
of such new certificates without any bond when in its judgment it is proper to
do so.

         SECTION 8. RECORD DATES. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders 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 date as a
record date for any such determination of stockholders. Such record date shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.


                           ARTICLE VI. INDEMNIFICATION

         The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, indemnify each person who is or was
a director, officer or employee of the Corporation from and against any and all
of the expenses, liabilities or other matters referred to in or covered by said
Section. The Corporation may, but shall not be obligated to, maintain insurance
at its expense, to protect itself and any such persons against any such expenses
or liabilities.


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         In addition to and without limiting the foregoing provisions of this
Article and except to the extent otherwise required by law, any person seeking
indemnification under or pursuant to this Article shall be deemed and presumed
to have met the applicable standard of conduct required for such indemnification
unless the contrary shall be established.


                      ARTICLE VII. MISCELLANEOUS PROVISIONS

         SECTION 1. CORPORATE SEAL. The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle and shall bear the name
of the Corporation and the words "Corporate Seal" and "Delaware". The Secretary
shall be the custodian of the seal. The Board of Directors may authorize a
duplicate seal to be kept and used by any other officer.

         SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be as
specified by the Board of Directors.

         SECTION 3. VOTING OF STOCKS OWNED BY THE CORPORATION. The Board of
Directors may authorize any person in behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except this Corporation) in which the Corporation may hold stock.

         SECTION 4. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the Corporation available
for dividends such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.


                            ARTICLE VIII. AMENDMENTS

         These By-Laws of the Corporation may be altered, amended or repealed by
the affirmative vote of a majority of the stock of the Corporation issued and
outstanding and entitled to vote in respect thereof and represented in person or
by proxy at any annual or special meeting of the stockholders or by the Board of
Directors at any regular or special meeting of the Board of Directors, provided
that notice of the proposed alteration, amendment or repeal, or an appropriate
summary thereof, is contained in the notice of such meeting of stockholders or
directors, as the case may be. By-Laws, whether made or altered by the
stockholders or by the Board of Directors, shall be subject to alteration or
repeal by the stockholders as provided in this Article.

3/2000