Exhibit 3.2


                                     BY-LAWS

                                       OF

                            SCHICK TECHNOLOGIES, INC.


                      ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meetings

     All meetings of stockholders  shall be held at the registered office of the
Corporation  in the State of Delaware or at such other places  within or without
the State of  Delaware  as may be  specified  by the board of  Directors  of the
Corporation (the "Board"),  if such meeting shall have been called by the Board,
or the President,  if such meeting shall have been called by any other person or
persons as permitted by the Certificate of Incorporation of the Corporation,  as
then in effect (the "Certificate of Incorporation").

Section 2.  Annual Meeting

     An annual  meeting of  stockholders  for the election of directors  and the
transaction  of such other  business  as may be  properly  brought  before  such
meeting  shall be held on a date that is within one  hundred  eighty  (180) days
following the last date of the Corporation's  fiscal year. Any annual meeting of
stockholders  may be adjourned  from time until the business to be transacted at
such meeting is completed.

Section 3.  Special Meetings

     Special  meetings  of  stockholders  can be called  only as provided in the
Certificate of Incorporation. Each such meeting shall be called by giving notice
to that effect to the Secretary not more than  sixty-five (65) days and not less
than fifteen (15) days before the date of such meeting.  Such notice shall state
the place,  date,  hour and  purpose or purposes  of such  meeting.  Any special
meeting may be adjourned in accordance  with Section 5(c) of this Article I from
time to time until the business to be transacted at such meeting is completed.

Section 4.  Record Date

     (a) In order to determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment  thereof,  the Board may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution fixing such record date is adopted by the Board and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such  meeting.  If no record  date is fixed by the Board,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be the close of business on the day next preceding the day on
which notice of such meeting is given or, if such notice is waived by all of the
stockholders,  the close of business on the day next  preceding the day on which
such meeting is held. A determination of stockholders of


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record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting;  provided,  however, that the Board may fix a
new record date for such adjourned meeting.

     (b) In order to determine the stockholders entitled to consent to action in
writing  without a meeting,  the Board may fix a record date,  which record date
shall not precede the date upon which the resolution  fixing such record date is
adopted by the Board and which  record date shall not be more than ten (10) days
after the date upon which the  resolution  fixing such record date is adopted by
the  Board.  If no  record  date is  fixed by the  Board,  the  record  date for
determining  stockholders  entitled  to consent  to action in writing  without a
meeting,  when  no  prior  action  by the  Board  is  required  by  the  General
Corporation Law of the State of Delaware,  as then in effect (the "Law"),  shall
be the first date on which a signed  written  consent  setting  forth the action
taken or proposed to be taken is delivered to the  Corporation at its registered
office in the State of Delaware,  its principal  place of business or an officer
or agent of the Corporation  having custody of the books in which proceedings of
meeting of  stockholders  are recorded.  Delivery made to the Corporation at its
registered  office  shall  be made  by  personal  delivery  or by  certified  or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board and prior  action by the Board is required by the Law, the record date
for determining  stockholders entitled to consent to action in writing without a
meeting  shall be the close of business on the day on which the Board adopts the
resolution taking such prior action.

     (c) In order to determine the  stockholders (i) entitled to receive payment
of any dividend or other  distribution or allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of shares of capital
stock of the Corporation or (ii) for the purpose of any other lawful action, the
Board may fix a record  date,  which record date shall not precede the date upon
which the  resolution  fixing such record date is adopted and which  record date
shall be not more than sixty (60) days prior to such  action.  If no record date
is fixed, the record date for determining  stockholders therefor shall be at the
close of business on the day on which the Board adopts the  resolution  relating
to such action.

Section 5.  Notice of Meetings; Waiver

     (a) Each notice of each meeting of stockholders shall state the place, date
and hour of such meeting and,  unless it is an annual  meeting of  stockholders,
shall  indicate  that it is being sent by or at the  direction  of the person or
persons  calling  such  meeting and state the purpose or purposes for which such
meeting is being called. If at any meeting of stockholders action is proposed to
be taken which would, if taken, give stockholders fulfilling the requirements of
Section 262 of the Law the right to receive  payment for their shares of capital
stock of the  Corporation,  the notice of such meeting shall include a statement
of such  proposed  action and such  right.  Not less than ten (10) nor more than
sixty (60) days before the date of such  meeting,  the  Secretary  shall give or
cause to be given a copy of the  notice  of such  meeting,  either  by  personal
delivery or by mail,  to each  person  entitled  to notice of such  meeting.  If
mailed,  such notice shall be deemed to have been given to a stockholder when it
is  deposited  in the United  States  mail,  postage  prepaid,  directed  to the
stockholder at his address as it appears on the stock records of the Corporation
or, if he shall have filed with the Secretary a written  request that notices to
him be mailed to some other address, then directed to him at such other address.


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     (b) A written  waiver of notice of a meeting  of  stockholders  signed by a
stockholder  entitled to notice of such  meeting,  before or after such meeting,
shall be  deemed  to be  equivalent  to the  giving  of  proper  notice  to such
stockholder  of such  meeting.  Attendance  of a  stockholder  at a  meeting  of
stockholders  shall  constitute a waiver of notice of such meeting,  except when
such stockholder  attends such meeting for the express purpose of objecting,  at
the  commencement  of such meeting,  to the  transaction of any business at such
meeting  because such meeting was not lawfully  called or convened.  Neither the
business to be  transacted  at nor the purpose of a meeting of  stockholders  is
required to be specified in any written waiver of notice of such meeting.

     (c) When a meeting of  stockholders  is adjourned to another time or place,
it shall not be  necessary  to give any notice of the  adjourned  meeting if the
time and place to which such meeting is adjourned are announced at such meeting.
Any business may be transacted at such  adjourned  meeting which might have been
transacted at such meeting. If the adjournment is for more than thirty (30) days
or if,  after  such  adjournment,  the Board  fixes a new  record  date for such
adjourned  meeting,  a notice of such  adjourned  meeting shall be given to each
person entitled to notice of such adjourned meeting.

Section 6.  List of Stockholders

     The Secretary  shall prepare,  at least ten (10) days prior to each meeting
of stockholders,  a complete list of the  stockholders  entitled to vote at such
meeting,  arranged  in  alphabetical  order and showing the address of each such
stockholder  and the number of shares  held of record by each such  stockholder.
Such list shall be open for inspection by any stockholder,  for purposes germane
to such meeting,  during ordinary business hours, for the ten (10) days prior to
such  meeting,  either at a place in the city where such  meeting is to be held,
which  place shall be  specified  in the notice of such  meeting,  or, if not so
specified,  at the place where such meeting is to be held.  Such list shall also
be produced and kept open at such meeting  during the whole time thereof and may
be inspected by any stockholder who is present thereat. The stock records of the
Corporation shall be conclusive evidence as to who are the stockholders entitled
to examine such stock records, the list described in this Section 6 or the books
of the Corporation or to vote at any meeting of stockholders.

Section 7.  Quorum; Manner of Acting

     (a)  Except  as  otherwise  required  by  the  Law or  the  Certificate  of
Incorporation  or as  provided  with  respect to meetings  consisting  solely of
holders of shares of Preferred Stock in the resolution or resolutions  providing
for the issuance of such  shares,  the  presence,  at the  commencement  of such
meeting,  in person or by proxy of  holders  of a  majority  of the  issued  and
outstanding  shares of capital  stock of the  Corporation  entitled to vote at a
meeting of  stockholders  shall be required in order to  constitute a quorum for
the transaction of business thereat.

     (b) If a quorum shall not be present at the  commencement of any meeting of
stockholders,  holders of a majority  of the  issued and  outstanding  shares of
capital stock of the


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Corporation  present in person or by proxy and  entitled to vote at such meeting
may adjourn such meeting to another time and place.

     (c)  Except  as  otherwise  required  by  the  Law or  the  Certificate  of
Incorporation  and as  otherwise  provided in these  By-Laws with respect to the
election of directors and except as otherwise  provided with respect to meetings
consisting  solely of holders of shares of Preferred  Stock in the resolution or
resolutions  providing for the issuance of such shares,  a matter submitted to a
vote at a meeting of stockholders  shall have been approved only if a quorum was
present at the commencement of such meeting and the holders of a majority of the
issued and outstanding shares of the capital stock of the Corporation present in
person or by proxy at such  meeting and  entitled  to vote on such matter  shall
have voted to approve such matter.

     (d) Every  stockholder  entitled to vote at a meeting of  stockholders  may
authorize another person or persons to act for him by proxy. Such  authorization
must be granted by a means  expressly  permitted  by the Law.  No proxy shall be
voted or acted  upon  after  three (3) years  from its date  unless  such  proxy
provides that it may be voted or acted upon for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable  and if, and only
as long as, it is  coupled  with an  interest  sufficient  in law to  support an
irrevocable  power. A stockholder  may revoke any proxy which is not irrevocable
by  attending  the  relevant  meeting  of  stockholders  and voting or acting in
person, by filing with the Secretary a written instrument revoking such proxy or
by filing with the Secretary another duly executed proxy bearing a later date.

Section 8.  Business Transacted

     (a) No business shall be transacted at any meeting of  stockholders  unless
it shall have been brought in accordance  with this Section 8(a) of this Article
I. Business may be brought (i) before a special meeting of stockholders  only by
the person or persons  calling such meeting as permitted by the  Certificate  of
Incorporation or (ii) before an annual meeting of stockholders only by or at the
direction  of the Board or any other  person or persons who could call a special
meeting of stockholders as permitted by the Certificate of Incorporation or by a
stockholder  who is  entitled  to vote  thereon at such  annual  meeting and who
complies  with the  procedures  set forth in this  Section 8. For business to be
properly brought before an annual meeting of stockholders by a stockholder, such
stockholder  must have given timely  notice of his intention to do so in writing
to the Secretary.  To be timely, such notice must be delivered or mailed to, and
received at, the principal  executive  office of the  Corporation  not less than
ninety (90) days prior to the date of such meeting;  provided,  however, that if
less than ninety (90) days'  notice or prior  public  disclosure  of the date of
such meeting is given to  stockholders or made, such notice must be so delivered
or  mailed,  and  received,  not later than the close of  business  on the tenth
(10th) day following the day on which notice or public disclosure of the date of
such meeting is given or made. Such notice must set forth as to each matter such
stockholder proposes to bring before such meeting (i) a brief description (which
includes all of the  material  aspects  thereof) of the  business  desired to be
brought before such meeting and the reasons for conducting such business at such
meeting,  (ii) the name and address,  as they appear on the stock records of the
Corporation,  of the  stockholder  desiring to propose such business,  (iii) the
classes and


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number of shares of each  class of  capital  stock of the  Corporation  that are
owned beneficially and of record by such stockholder, his affiliates, all groups
of which he is a member and all  persons  with whom he is acting in concert  (in
each case,  identifying  them) and (iv) any material direct or indirect interest
of such  stockholder,  affiliates,  groups  or  persons  in such  business.  The
chairman of such  meeting  shall  determine  whether any  business to be brought
before such meeting will be properly so brought in accordance  with this Section
8(a) of this Article I and, if he should  determine  that such business will not
be properly so brought,  he shall so declare at such  meeting and such  business
shall not be transacted at such meeting.

     (b) No individual shall be eligible for election as a director unless he is
nominated in accordance with this Section 8(b) of this Article I. Nominations of
individuals  for election as directors may be made at a meeting of  stockholders
at which  directors  are to be elected  only (i) by or at the  direction  of the
Board,  a  nominating  committee of the Board or any other person or persons who
could call a special  meeting of stockholders as permitted by the Certificate of
Incorporation  or (ii) by a stockholder who is entitled to vote for the election
of directors at such meeting and who complies with the  procedures  set forth in
this  Section  8.  For  nominations  to  be  properly  made  at a  meeting  by a
stockholder,  such stockholder must have given timely notice of his intention to
do so in writing to the Secretary.  To be timely,  such notice must be delivered
or mailed to, and received at, the principal executive office of the Corporation
not less than  ninety  (90) days  prior to the date of such  meeting;  provided,
however,  that if less than ninety (90) days' notice or prior public  disclosure
of the date of such meeting is given to  stockholders  or made, such notice must
be so delivered or mailed, and received, not later than the close of business on
the tenth (10th) day following  the day on which notice or public  disclosure of
the date of such meeting is given or made. Such notice must set forth: (i) as to
each  individual  whom such  stockholder  proposes to nominate for election as a
director,  (a) the name, date of birth, business address and residential address
of  such  individual,  (b)  the  principal  occupation  or  employment  of  such
individual  for at least the five years  preceding the date of such notice,  (c)
the  classes and number of each class of the  capital  stock of the  Corporation
that are owned  beneficially and of record by such  individual,  his affiliates,
all  persons  with whom he is acting in concert  and all groups of which he is a
member (in each case, identifying them) and (d) all information relating to such
individual  that is required to be  disclosed  in  solicitations  of proxies for
election of directors  pursuant to Regulation 14A under the Securities  Exchange
Act of 1934, as amended,  and the rules and  regulations  thereunder  (including
each such  individual's  written  consent to serve as director if elected);  and
(ii) as to the stockholder  giving such notice, (A) the name and address of such
stockholder,  as they appear on the stock  records of the  Corporation,  (B) the
classes and number of shares of each class of capital  stock of the  Corporation
that are owned  beneficially and of record by such stockholder,  his affiliates,
all  persons  acting in concert  with him and all groups of which he is a member
(in each case, identifying them) and (C) any professional,  commercial, business
or familial relationship of such stockholder,  affiliates, persons or groups (in
each case, identifying them) to such nominees, his affiliates, any person acting
in  concert  with  him or any  group of  which  he is a  member  (in each  case,
identifying  them).  The chairman of such meeting  shall  determine  whether any
nomination  to be made at such  meeting  will be properly so made in  accordance
with this Section and, if he should  determine that such  nomination will not be
properly so made, he shall so declare at such meeting and such nomination  shall
not be made at such meeting.


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     (c) For the purposes of this Section, "acting in concert" and "group" shall
have the same meanings as they have under the  Securities  Exchange Act of 1934,
as amended, and the rules and regulations thereunder.

Section 9.  Order of Business; Voting

     (a) The  Chairman  of the Board or, in the  absence of the  Chairman of the
Board  (including  an absence  because no  Chairman of the Board shall have been
designated),  the  President,  or,  in the  absence  of  both  of  them,  a Vice
President,  or, in the absence of all of them, a person designated by the Board,
or in the  absence  of all of them,  a person  designated  by the  holders  of a
majority of the outstanding  shares of capital stock of the Corporation  present
in person  or by proxy and  entitled  to vote at such  meeting  shall act as the
chairman of such  meeting.  The chairman of each meeting of  stockholders  shall
call such meeting to order,  determine the order of business at such meeting and
otherwise preside over such meeting.

     (b) The  Secretary  shall act as secretary of each meeting of  stockholders
and keep the minutes thereof, but, in the absence of the Secretary, the chairman
of such  meeting  shall  appoint  some other  person to act as secretary of such
meeting.

     (c) Unless  required by the Law,  requested by any  stockholder  present in
person or by proxy and  entitled  to vote at such  meeting  or  directed  by the
chairman of such  meeting,  neither the vote for the election of  directors  nor
upon any other  business  before any meeting of  stockholders  is required to be
conducted  by written  ballot.  On a vote by written  ballot,  (i) each  written
ballot  cast by a  stockholder  voting  in person  shall  state the name of such
stockholder,  the number of shares of capital stock of the  Corporation  held of
record by him and the number of such  shares  voted by him and (ii) each  ballot
cast by proxy shall bear the name of such proxy, the name of the stockholder for
whom he is voting, the number of shares of capital stock of the Corporation held
of record by such  stockholder  and the number of such shares voted on behalf of
such stockholder.

     (d) Shares of capital stock of the  Corporation  held by the Corporation or
any of its majority-owned  subsidiaries in treasury shall not be shares entitled
to vote at, or to be counted in  determining  the  presence of a quorum for, any
meeting  of  stockholders  or be  counted  in  determining  the total  number of
outstanding  shares of capital stock of the Corporation.  This Section shall not
limit the right of the Corporation or any of its subsidiaries to vote any shares
of capital stock of the  Corporation  held by the Corporation or such subsidiary
in a fiduciary capacity.

     (e) To the  extent  (but  only to the  extent)  expressly  provided  in the
Certificate  of  Incorporation,  action  required or  permitted to be taken at a
meeting of stockholders may be taken without a meeting, without any prior notice
and without a vote  thereon,  if  stockholders  having not less than the minimum
number of votes  that  would be  necessary  to take such  action at a meeting at
which all stockholders entitled to vote thereon were present and voting, consent
in  writing  to such  action and such  writing  or  writings  are filed with the
minutes of proceedings of the stockholders.  Prompt written notice of the taking
of such action shall be given by the Secretary to all  stockholders who have not
consented in writing to such action.


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Section 10.  Inspectors

     (a) The Board in advance of any meeting of stockholders  may (and shall, if
required by the Law)  appoint one or more  inspectors  to act at such meeting or
any  adjournment  thereof.  If inspectors are not so appointed,  the chairman of
such  meeting  may and,  on request of any  stockholder  present in person or by
proxy and  entitled  to vote at such  meeting,  shall  appoint  one or more such
inspectors.  No  director,  nominee  for  director,  officer or  employee of the
Corporation  shall  be  appointed  as  an  inspector.  Inspectors  need  not  be
stockholders.  In case any  person so  appointed  fails to  appear  or act,  the
vacancy may be filled by  appointment  of another person by the Board in advance
of such meeting or at such meeting by the chairman of such meeting.

     (b) Each inspector  appointed to act at any meeting of stockholders  shall,
before  entering  upon the  discharge  of his  duties,  take and sign an oath to
execute  faithfully  the  duties  of  inspector  at  such  meeting  with  strict
impartiality and according to the best of his ability. Such inspectors shall (i)
determine  the number of shares  outstanding  and the voting  power of each such
share,  the number of shares  represented  at such  meeting,  the existence of a
quorum and the  validity and effect of proxies,  (ii) receive  votes or ballots,
(iii) hear and determine all challenges and questions arising in connection with
the right to vote,  (iv) count and tabulate all votes or ballots,  (v) determine
the  result  and  (vi) do all  acts  which  may be  proper  in  connection  with
conducting a vote at such  meeting,  with fairness to all  stockholders.  On the
request of the chairman of such meeting or any stockholder  present in person or
by proxy and  entitled  to vote at such  meeting,  the  inspectors  shall make a
report in writing of any  challenge,  question or matter  determined by them and
execute a certificate  of any fact found by them. Any such report or certificate
shall  be  prima  facie  evidence  of the  facts  so  stated  and of the vote so
certified.

                         ARTICLE II - BOARD OF DIRECTORS

Section 1.  Powers; Qualifications; Number; Election

     (a) The  business  and  affairs of the  Corporation  shall be managed by or
under  the  direction  of  the  Board.  Except  as  otherwise  provided  in  the
Certificate  of  Incorporation,  the Board may exercise all of the authority and
powers of the Corporation and do all of the lawful acts and things which are not
by the Law,  the  Certificate  of  Incorporation  or these  By-Laws  directed or
required to be exercised or done by the  stockholders.  The directors  shall act
only as a board and the individual  directors  shall have no power as such. Each
director  shall be at least  twenty-five  (25) years of age.  A director  is not
required to be a resident of the State of Delaware or a  stockholder.  The Board
shall  consist of that number of directors  (but not less than five or more than
twelve) as shall be fixed in accordance with the Certificate of Incorporation.

     (b) At all elections of directors by stockholders entitled to vote thereon,
the individuals  receiving a plurality of the votes cast shall be deemed to have
been elected as directors.


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Section 2.  Term of Office of a Director

     The term of office of each director  shall  commence at the time of his due
election and  qualification  and shall expire as specified in the Certificate of
Incorporation or upon his earlier death, resignation or removal.

Section 3.  Resignations; Filling of Vacancies

     (a) Any  director  may resign at any time by giving  written  notice of his
resignation to the Board or the Secretary. Such resignation shall take effect at
the time of receipt of such  notice by the Board or the  Secretary,  as the case
may be, 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.

     (b) Any vacancy on the Board can be filled as (but only as) provided in the
Certificate of  Incorporation.  A director  elected to fill such a vacancy shall
hold office as provided in the Certificate of Incorporation.

Section 4.  Meetings of the Board; Notice; Waiver

     (a) All regular  meetings of the Board shall be held at such places  within
or  without  the State of  Delaware  as may be fixed by the Board.  All  special
meetings of the Board  shall be held at such places  within or without the State
of Delaware as may be specified in the notices of such meetings.

     (b) Regular  meetings of the Board for the  transaction of such business as
may be properly  brought before such meetings shall be held on such dates and at
such times as may be fixed by the Board.  Notices of such  regular  meetings are
not required to be given.

     (c)  Special  meetings  of the  Board  may be  called  at any  time  by the
President or any director. Each such meeting shall be called by giving notice to
that  effect to the  Secretary  at least  forty-eight  (48)  hours  before  such
meeting.  Such notice shall state the place,  date, hour and purpose or purposes
of such meeting.  Promptly  after receipt of such notice and, in any event,  not
less than twenty-four  (24) hours before such meeting,  the Secretary shall give
notice of such  meeting to all  directors.  Such  notice  shall state the place,
date,  hour and purpose or purposes of such meeting and shall indicate that such
notices  are being  sent at the  request of the person  calling  such  meetings.
Except as otherwise  required by the Law, each notice of each special meeting of
the Board shall be given by (i) mail addressed to a director at his residence or
usual place of business at least seven (7) days before the date of such  meeting
or (ii) personal delivery or telex,  telephone,  telegraph,  telecopier or other
electronic means addressed to a director at his usual place of business at least
twenty-four  (24) hours  before such  meeting.  If mailed,  such notice shall be
deemed to have been given to a director  five (5) days after it is  deposited in
the United  States  mail,  postage  prepaid,  directed  to such  director at his
residence or usual place of business.

     (d) A  written  waiver of  notice  of a  meeting  of the Board  signed by a
director,  before or after such meeting, shall be deemed to be equivalent to the
giving of proper notice to


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<PAGE>


such  director  of such  meeting.  Attendance  of a director at a meeting of the
Board  shall  constitute  a waiver of notice of such  meeting,  except when such
director  attends  such  meeting for the express  purpose of  objecting,  at the
commencement of such meeting, to the transaction of any business at such meeting
because such meeting was not lawfully  called or convened.  Neither the business
to be  transacted  at nor the purpose of any  regular or special  meeting of the
Board is  required  to be  specified  in any  written  waiver  of notice of such
meeting.

Section 5.  Quorum; Adjournment

     The  presence  of a  majority  of  the  Whole  Board  (as  defined  in  the
Certificate of  Incorporation)  at any meeting of the Board shall be required in
order to  constitute  a quorum for the  transaction  of  business  thereat.  Any
meeting of the Board may be adjourned from time to time until the business to be
transacted at such meeting is completed. If a quorum shall not be present at any
such meeting,  a majority of the  directors  present may adjourn such meeting to
another time and place. When a meeting of the Board is adjourned to another time
and place, it shall not be necessary to give any notice of the adjourned meeting
if the time and place to which such meeting is adjourned  are  announced at such
meeting.  Any business may be transacted at such  adjourned  meeting which might
have been transacted at such meeting.

Section 6.  Manner of Acting

     (a) The Board may  designate a Chairman of the Board.  The  Chairman of the
Board shall preside at all meetings of  stockholders  and of the Board. He shall
perform  such other  duties as the Board may from time to time assign to him. In
the  absence of the  Chairman  of the Board  (including  an  absence  because no
Chairman  of the Board shall have been  designated),  a person  designated  by a
majority of the directors present at such meeting shall serve as the chairman of
such meeting.  The chairman of each meeting of the Board shall call such meeting
to order,  determine the order of business at such meeting and otherwise preside
over such meeting.

     (b) The  Secretary  shall act as secretary of each meeting of the Board and
keep the minutes thereof, but, in the absence of the Secretary,  the chairman of
such  meeting  shall  appoint  some  other  person to act as  secretary  of such
meeting.

     (c) At each  meeting of the Board each  director  shall be  entitled to one
vote. Except as otherwise  provided in the Certificate of Incorporation or these
By-Laws,  a matter submitted to a vote at a meeting of the Board shall have been
approved  only if a quorum  was  present at the time of the vote  thereon  and a
majority of the directors  present at that time shall have voted to approve such
matter.

     (d) Any action  required  or  permitted  to be taken at any  meeting of the
Board may be taken without a meeting if all of the directors  consent in writing
to such  action and such  writing  or  writings  are filed  with the  minutes of
proceedings of the Board.


                                      -9-
<PAGE>

Section 7.  Annual Meeting of Directors

     An annual meeting of the Board for the  transaction of such business as may
be properly  brought  before such meeting shall be held promptly  following each
annual  meeting  of  stockholders.  Such  annual  meeting  of  the  Board  shall
constitute a regular meeting of the Board for all purposes.

Section 8.  Participation in Meeting by Telephone

     One or more directors may participate in a meeting of the Board by means of
conference telephone or similar  communications  equipment by means of which all
persons  participating  in such  meeting  can hear each  other at the same time.
Participation in a meeting of the Board by such means shall constitute  presence
in person at such meeting.

Section 9.  Compensation and Expenses of Directors

     Directors may be compensated  for rendering  services as such as determined
from time to time by the  Board.  Directors  shall be  reimbursed  for  expenses
incurred by them in connection with rendering services as such.

                      ARTICLE III - COMMITTEES OF THE BOARD

Section 1.  Regular Committees

     The Board  may,  pursuant  to a  resolution  or  resolutions  adopted by an
affirmative  vote  of a  majority  of the  Whole  Board,  designate  one or more
committees  of the Board.  The members of each such  committee  shall consist of
such directors (but only such directors)  designated by the Board, pursuant to a
resolution or resolutions  adopted by an  affirmative  vote of a majority of the
Whole Board. The Board may,  pursuant to a resolution or resolutions  adopted by
an  affirmative  vote of a majority of the Whole  Board,  designate  one or more
directors as alternate  members of any  committee  who may replace any absent or
disqualified  member of any  committee  at any  meeting of such  committee.  Any
vacancy on any committee resulting from death, resignation or any other event or
circumstance, which is not filled by an alternate member, shall be filled by the
Board, pursuant to a resolution or resolutions adopted by an affirmative vote of
a majority of the Whole Board.  Directors  elected to fill such vacancies  shall
hold office for the balance of the terms of the members  whose  vacancies are so
filled.  Each committee will report its actions in the interim between  meetings
of the Board at the next  meeting of the Board or as  otherwise  directed by the
Board.

Section 2.  Regular Committee Powers

     Any committee of the Board, to the extent (but only to the extent) provided
in a resolution or resolutions  adopted by the affirmative vote of a majority of
the Whole Board, (i) shall have and may exercise all of the powers and authority
of the Board and do all of the lawful  acts and things  which may be done by the
Board in the management of the business and affairs of the  Corporation and (ii)
may authorize the seal of the  Corporation to be affixed to all papers which may
require it;  provided,  however,  that no such committee shall have the power or
authority  to: amend the  Certificate  of  Incorporation;  adopt an agreement of
merger or


                                      -10-
<PAGE>


consolidation;  recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets;  recommend to the
stockholders a dissolution  of the  Corporation or a revocation of a dissolution
of  the  Corporation;  except  as  otherwise  provided  in  the  Certificate  of
Incorporation,  call a meeting of stockholders; amend or repeal these By-Laws or
adopt new By-Laws; or, unless the Certificate of Incorporation, these By-Laws or
resolutions  adopted by the  affirmative  vote of a majority  of the Whole Board
shall expressly so provide, declare a dividend, authorize the issuance of shares
of capital  stock of the  Corporation  or adopt a  certificate  of ownership and
merger.

Section 3.  Advisory Committees

     The Board or a committee of the Board may  designate  one or more  advisory
committees  to  report  to the  Board or a  committee  of the  Board.  Each such
advisory  committee shall consist of one or more  individuals  designated by the
Board or the committee of the Board which  designated  such advisory  committee.
Such  individuals are not required to be directors.  The Board may designate one
or more  individuals  as  alternate  members of any advisory  committee  who may
replace  any absent or  disqualified  member of any  advisory  committee  at any
meeting of such committee.  Any absence of any member of any advisory  committee
or vacancy on any advisory  committee  resulting from death,  resignation or any
other event or circumstance,  which is not filled by an alternate member,  shall
be filled only by the Board or the committee of the Board which  designated such
advisory committee. Individuals elected to fill such vacancies shall hold office
for the balance of the terms of the members whose vacancies are so filled.  Each
advisory  committee will report its actions in the interim  between  meetings of
the Board or the committee of the Board which designated such advisory committee
at the next meeting of the Board or the committee of the Board which  designated
such advisory  committee or as otherwise  directed by the Board or the committee
of the Board which  designated such advisory  committee.  An advisory  committee
shall have none of the powers or authority of the Board or any  committee of the
Board.

Section 4.  Procedures

     Unless  otherwise  expressly  authorized by the Board, in the resolution or
resolutions  designating  such committee or advisory  committee,  the members of
committees  or  advisory  committees  shall  act  only  as a  committee  and the
individual  members shall have no power as such.  Any member of any committee or
advisory  committee may be removed as such at any time as (but only as) provided
in  the  resolution  or  resolutions  designating  such  committee  or  advisory
committee.  The  presence,  at any meeting  thereof,  of a majority of the total
number of members  which a committee or advisory  committee  would have if there
were no vacancies  thereon shall be required in order to constitute a quorum for
the  transaction of business at such meeting.  The term of office of each member
of any  committee or advisory  committee  shall  commence at the time of his due
election and  qualification  and shall continue  until his successor  shall have
been duly elected or until his earlier death,  resignation or removal. Except as
otherwise  provided in this  Article  III or in the  resolution  or  resolutions
designating such committee or advisory committee and except for the reference to
presiding  at meetings  of  stockholders  in Section  6(a) of Article II hereof,
Sections 4, 5, 6, 7 and 8 of Article II hereof


                                      -11-
<PAGE>


shall apply to  committees  and advisory  committees  and members  thereof as if
references therein to the Board and directors were references to such committees
and members, respectively.

                              ARTICLE IV - OFFICERS

Section 1.  Officers

     The  officers of the  Corporation  shall be a  President,  one or more Vice
Presidents (one or more of whom may be designated as an Executive Vice President
or a Senior Vice President),  a Secretary and a Treasurer. The officers shall be
elected at any time and from time to time by the Board. The Board may also elect
or appoint, in accordance with Section 6 of this Article, such other officers as
it may at any time and from time to time  determine.  Any of such offices may be
held by the same person.

Section 2.  President

     The President shall be the chief  executive  officer of the Corporation and
shall,  subject to the control of the Board,  have general  supervision over and
general charge for the business of the Corporation. The President shall see that
all orders of the Board are carried into effect. The President shall, generally,
perform such duties as may from time to time be assigned to him by these By-Laws
or by the Board and is  authorized  to enter  into  contracts  and  execute  and
deliver  instruments on behalf of the  Corporation in the ordinary course of its
business without specific approval of the Board.

Section 3.  Vice Presidents

     Each Vice President shall, subject to the control of the Board, perform all
duties as may from time to time be assigned to him by the Board,  the  President
or these By-Laws.  In case of the absence of the  President,  any Vice President
designated by the Board shall  perform the duties of the  President  with all of
the powers of, and subject to all of the restrictions upon, the President.

Section 4.  Treasurer

     The Treasurer shall,  subject to the control of the Board,  have charge and
custody  of and be  responsible  for  all of the  funds  and  securities  of the
Corporation,  keep full and accurate accounts of assets, liabilities,  receipts,
disbursements  and other  transactions  of the Corporation in books belonging to
the  Corporation,  cause regular audits of such books to be made and deposit all
moneys  and  other  valuable  effects  in the name of and to the  credit  of the
Corporation  in such banks or other  depositories  as may be  designated  by the
Board.  The Treasurer shall,  subject to the control of the Board,  disburse the
funds of the  Corporation  as ordered by the Board or the other  officers of the
Corporation in accordance  with these By-Laws,  taking proper  vouchers for such
disbursements,  and  shall  render  to the  President  and to the  Board  at its
meetings or whenever he or it may require a statement of all his transactions as
treasurer  and an account of the  financial  condition  of the  Corporation.  In
general, the Treasurer shall, subject to the control


                                      -12-
<PAGE>


of the Board,  perform all of the duties incident to the office of treasurer and
such other duties as may from time to time be assigned to him by the Board,  the
President or these By-Laws.

Section 5.  Secretary

     The Secretary shall,  subject to the control of the Board, act as secretary
of, and keep the minutes of, the  proceedings of the Board and the  stockholders
in books belonging to the  Corporation,  give or cause to be given notice of all
meetings  of  stockholders  and  directors  as  required  by these  By-Laws,  be
custodian  of the seal of the  Corporation,  affix the  seal,  or cause it to be
affixed,  to all certificates for shares of capital stock of the Corporation and
to all documents the execution of which on behalf of the  Corporation  under its
seal shall have been  specifically  or generally  authorized by the Board,  have
charge of the stock records of the Corporation  and of the other books,  records
and papers of the Corporation  relating to its organization as a corporation and
see that the reports, statements and other documents required by law relating to
the  maintenance  of  the  existence,   qualifications  and  franchises  of  the
Corporation as a corporation  are properly kept or filed.  The Secretary  shall,
subject  to the  control  of the  Board,  generally  perform  all of the  duties
incident to the office of  secretary  and such other  duties as may from time to
time be assigned to him by the Board, the President or these By-Laws.

Section 6.  Additional Officers

     The  Board may from  time to time  elect or  appoint  such  other  officers
(including,   without  limitation,   assistant  officers),   employees,  agents,
consultants,  representatives  and advisors of the  Corporation as the Board may
deem proper, each of whom shall hold office for such period, have such authority
and perform  such  duties as the Board or the  President  pursuant to  authority
delegated to him by the Board may from time to time determine.

Section 7.  Removal

     Any officer, employee, agent, consultant,  representative or advisor of the
Corporation may be removed at any time by the Board or by the President pursuant
to  authority  delegated  to him by the  Board,  except  that an  officer of the
Corporation  may be removed or  replaced,  directly  or  indirectly  (including,
without  limitation,  removal or replacement  effected by reason of election and
qualification  of a  successor,  demotion,  relocation,  failure to  re-elect or
diminution  in duties or  compensation),  pursuant to (but only  pursuant  to) a
resolution or resolutions  adopted by the affirmative  vote of a majority of the
Whole Board (excluding, if such officer is also a director, such director).

Section 8.  Resignations

     Any officer may resign from his office at any time by giving written notice
of his resignation to the Board, the President or the Secretary. The resignation
of any  officer  shall take  effect at the time of receipt of such notice by the
Board, the President or the Secretary,  as the case may be, 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.  No  such
resignation  shall  affect any rights which the  Corporation  may have under any
agreement with such officer.


                                      -13-
<PAGE>


Section 9.  Giving of Bond by Officers

     All officers of the Corporation,  if required to do so by the Board,  shall
furnish bonds to the  Corporation  for the faithful  performance of their duties
subject to such penalties and with such conditions and security as the Board may
from time to time  require.  All  expenses of any such bond shall be paid by the
Corporation.

Section 10.  Compensation of Officers

     Compensation  of officers of the Corporation may be fixed from time to time
by the  Board or,  in the case of  officers  other  than the  President,  by the
President pursuant to authority delegated to him by the Board.

Section 11.  Term of Office

     Subject to Section 7 of this Article IV, the term of office of each officer
shall commence at the time of his election and  qualification and shall continue
until his  successor  shall have been duly elected and  qualified or his earlier
death, resignation or removal.

Section 12.  Voting Stock Held by Corporation

     Except  as  otherwise  determined  from  time  to time  by the  Board,  the
President  shall have full power and  authority in the name and on behalf of the
Corporation to attend, act and vote at any meeting of stockholders,  partners or
owners of any corporation,  partnership or other entity in which the Corporation
may hold stock, a partnership  interest or another ownership interest and at any
such  meeting  shall  possess  and may  exercise  any and all  rights and powers
incident to the ownership of such stock or interest which, as the owner thereof,
the Corporation  might have possessed and exercised.  The Board may from time to
time confer like powers upon any other person or persons and the  President  may
delegate his powers hereunder to any other officer of the Corporation.

                           ARTICLE V - INDEMNIFICATION

Section 1.  Indemnification

     (a) Each  person who is or was made a party or is  threatened  to be made a
party to, or is or was  involved  in, any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative (a "proceeding"), by reason of
the fact that he, or a person of whom he is the legal representative,  is or was
a director,  officer,  employee  or,  pursuant to a  resolution  or  resolutions
adopted  by the  affirmative  vote of a  majority  of the  Board,  agent  of the
Corporation  or a  subsidiary  of the  Corporation  or is or was  serving at the
request of the Corporation as a director,  officer,  partner,  member, employee,
agent  or  trustee  of  another  corporation  (other  than a  subsidiary  of the
Corporation)  or of a  partnership,  joint venture,  trust or other  enterprise,
including an employee  benefit  plan,  whether the basis of such  proceeding  is
alleged action in an official capacity as an officer or director or in any other
capacity while so


                                      -14-
<PAGE>


serving,  shall be indemnified by the  Corporation  for and held harmless by the
Corporation  from and against,  to the fullest extent  authorized by the Law, as
the same  exists  or may  hereafter  be  amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader or greater rights to indemnification  than the Law prior to such
amendment permitted the Corporation to provide),  all expenses,  liabilities and
losses (including attorneys' fees, judgments, fines, excise taxes, penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection therewith;  provided, however, that except as provided
herein with respect to proceedings seeking to enforce rights to indemnification,
the  Corporation  shall  indemnify any such person  seeking  indemnification  in
connection with a proceeding (or part thereof)  initiated by such person only if
such  proceeding  (or part thereof) was  authorized by the Board.  Such right to
indemnification  shall  continue  as to a person  who has  ceased  to be such an
officer,  director,  partner, member, employee, agent or trustee and shall inure
to the benefit of his or her heirs, executors and administrators.  Such right to
indemnification  shall be a  contract  right  and shall  include  the right of a
director,  officer,  partner,  member, employee, agent or trustee to be paid the
expenses  (including  costs and attorneys' fees and  disbursements)  incurred in
defending a proceeding in advance of its final disposition to the fullest extent
authorized  by the Law, as the same exists or may  hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the Corporation to provide broader or greater rights to indemnification than the
Law prior to such amendment  permitted the  Corporation  to provide);  provided,
however,  that, if the Law requires,  the payment of such expenses incurred by a
director or officer of the  Corporation in his capacity as a director or officer
of the  Corporation  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer  of the  Corporation,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Corporation of an undertaking,  by or on behalf of such director or officer,
to repay all amounts so advanced if it shall  ultimately be determined that such
director or officer is not  entitled  to be  indemnified  under this  Article or
otherwise.  Such right to indemnification  and to the payment of expenses may be
granted to any other employee or agent of the  Corporation  or its  subsidiaries
if, and to the extent, authorized by the Board.

     (b) If a claim  under this  Article is not paid in full by the  Corporation
within thirty (30) days after a written demand therefor has been received by the
Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall also be entitled to be paid the expense of
prosecuting such suit. It shall be a defense to any such suit (other than a suit
brought to enforce a claim for expenses  incurred in  defending a proceeding  in
advance  of its final  disposition  where the  required  undertaking,  if any is
required,  has been tendered to the  Corporation)  that the claimant has not met
the  standards  of  conduct  which  make it  permissible  under  the Law for the
Corporation to indemnify the claimant for the amount claimed,  but the burden of
proving such  defense  shall be on the  Corporation.  Neither the failure of the
Corporation  (including the Board,  independent legal counsel to the Corporation
or the  stockholders) to have made a determination  prior to the commencement of
such suit that  indemnification  of the claimant is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Law  nor an  actual  determination  by the  Corporation  (including  the  Board,
independent legal counsel to the Corporation or the


                                      -15-
<PAGE>

stockholders) that the claimant has not met such applicable  standard of conduct
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

Section 2.  Indemnification Not Exclusive

     The indemnification of or the payment of expenses for any person under this
Article,  or the right of any person to  indemnification  or payment of expenses
under  this  Article,  shall not limit or  restrict  in any way the power of the
Corporation  to  indemnify  or pay  expenses for such person in any other manner
permitted by law or be deemed exclusive of, or invalidate, any other right which
such person may have or acquire under any law,  agreement,  vote of stockholders
or disinterested directors, or otherwise. The Corporation has the right to enter
into  indemnification  contracts or  otherwise  arrange for  indemnification  of
persons  under  this  Article  that may be  broader  than  the  indemnifications
provided for herein.

Section 3.  Successors

     The right of any person to  indemnification  and payment of expenses  under
this Article  shall  continue as to a person after such person shall have ceased
to be such an officer,  director,  partner,  member, employee, agent or trustee,
shall inure to the benefit of the heirs, distributees, executors, administrators
and  other  legal  representatives  of such  person,  shall  survive  and not be
adversely affected by any modification or repeal of this Article with respect to
any claim or proceeding which arose or transaction,  matter,  event or condition
which  occurred  or  existed  before  such  modification  or repeal and shall be
binding upon all successors of the Corporation.

Section 4.  Insurance

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was such an officer,  director,  partner,  member,  employee, agent or
trustee against any expense,  liability or loss asserted  against such person as
such an  officer,  director,  partner,  member,  employee,  agent or  trustee or
arising  out of such  person's  status as such an  officer,  director,  partner,
member,  employee,  agent or trustee,  whether or not the Corporation would have
the power to indemnify such person against such expense, liability or loss under
the provisions of this Article or applicable law.

Section 5.  Definition of Certain Terms

     (a) For purposes of this  Article,  references to "fines" shall include any
excise taxes assessed on a person with respect to an employee  benefit plan; and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a director, officer, fiduciary,  employee or agent of the Corporation
which  imposes  duties on, or  involves  services  by, such  director,  officer,
fiduciary,  employee or agent with  respect to an  employee  benefit  plan,  its
participants or its beneficiaries.


                                      -16-
<PAGE>


     (b) For the  purposes  of this  Article  and the Law, a person who acted in
good faith and in a manner such person reasonably believed to be in the interest
of the  participants  and  beneficiaries  of an employee  benefit  plan shall be
deemed  to have  acted in a manner  "not  opposed  to the best  interest  of the
Corporation."

                      ARTICLE VI - CONTRACTS; BANK ACCOUNTS

Section 1.  Execution of Contracts

     Except as provided  otherwise in these By-Laws,  the Board may from time to
time  authorize  any  officer,   employee,   agent  or   representative  of  the
Corporation,  in the name and on behalf of the  Corporation,  to enter  into any
contract  or execute  and  deliver any  instrument.  Such  authorization  may be
general or confined to specific instances.  Unless so authorized by the Board or
these By-Laws,  no officer,  employee,  agent or  representative  shall have any
power or authority to bind the  Corporation  by any contract or  engagement,  to
pledge its credit or to render it  pecuniarily  liable for any purpose or to any
amount.

Section 2.  Checks; Drafts; Notes

     All  checks,  drafts and other  orders for the payment of moneys out of the
funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation  shall be signed in the name and on behalf of the Corporation in the
manner authorized from time to time by the Board.

Section 3.  Deposits

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the  Corporation in the banks,  trust companies or
other  depositories  selected  from time to time by the Board or by an  officer,
employee,  agent or representative of the Corporation to whom such authority may
from time to time be  delegated  by the Board.  For the purpose of making such a
deposit,  any officer,  employee,  agent or  representative to whom authority to
make such a deposit is delegated  by the Board may  endorse,  assign and deliver
checks,  drafts and other  orders for the payment of moneys which are payable to
the order of the Corporation.

                         ARTICLE VII - SHARES; DIVIDENDS

Section 1.  Certificates

     Every  holder  of  record  of a share or  shares  of  capital  stock of the
Corporation then outstanding  shall be entitled to a duly signed  certificate in
proper  form  certifying  that he is the record  holder of such share or shares.
Certificates for shares of capital stock and other securities of the Corporation
shall be issued in such  forms as the Board  may  prescribe.  Such  certificates
shall be signed by the Chairman of the Board,  the President or a Vice President
and  by the  Secretary  or the  Treasurer.  The  seal  of the  Corporation  or a
facsimile thereof shall be


                                      -17-
<PAGE>


affixed on such  certificates,  and such certificates shall be countersigned and
registered in such manner, if any, as the Board may prescribe. The signatures of
the officers  upon such  certificates  may be  facsimiles.  In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon any  certificate  shall have ceased to be such an officer,  transfer
agent or registrar  before such  certificate is issued,  such certificate may be
issued  with the same  effect  as if he were  such  officer,  transfer  agent or
registrar on the date of issuance of such certificate.

Section 2.  Transfers

     Transfers of shares of capital  stock of the  Corporation  shall be made on
the records of the Corporation  only upon  authorization by the record holder of
such  shares,   in  person  or  by  his  duly   authorized   attorney  or  legal
representative,  upon surrender and  cancellation of certificates  therefor duly
endorsed  or  accompanied  by duly  executed  stock  powers  (with such proof of
authenticity  of  signature as the  Corporation  or its agent may require) for a
like number of shares,  upon  payment of all taxes  thereon and upon  compliance
with any  restrictions on transfer  thereof.  The person in whose name shares of
capital stock of the Corporation  stand on the records of the Corporation  shall
be deemed the owner of such shares for all purposes as regards the  Corporation.
The Board may make such additional rules and regulations and take such action as
it may deem expedient,  not  inconsistent  with the Certificate of Incorporation
and  these  By-Laws,   concerning  the  issue,   transfer  and  registration  of
certificates or the issue of  certificates  in lieu of  certificates  claimed to
have been lost, destroyed, stolen or mutilated.

     Notwithstanding  the preceding  paragraph of this Section,  for a period of
180  days  from the  date of a final  prospectus  included  or  incorporated  by
reference  in a  registration  statement  filed  by  the  Corporation  with  the
Securities and Exchange  Commission  relating to a firm commitment  underwritten
initial  public  offering of the  Corporation's  common stock (the  "Restriction
Period"),  no shares of the Corporation's common stock held immediately prior to
the date of such final  prospectus may be,  directly or indirectly,  offered for
sale,  sold or otherwise  disposed of without the prior  written  consent of the
Board of Directors  of the  Corporation,  whose  consent may be withheld for any
reason. A legend to such effect shall be placed on certificates representing the
Corporation's  common stock during such Restriction  Period. Upon the conclusion
of the Restriction  Period, this paragraph shall automatically be deemed deleted
from these By-Laws.

Section 3.  Lost or Destroyed Certificates

     The  Corporation may issue a new certificate for shares of capital stock of
the  Corporation in order to replace any  certificate  theretofore  issued by it
alleged to have been lost, stolen or destroyed,  and the Corporation may require
the  holder  of  the  lost,  stolen  or  destroyed  certificate,  or  his  legal
representative, to give to the Corporation a bond or other security to indemnify
it against all losses,  liabilities and expenses (including  attorney's fees and
expenses) incurred in connection with investigating,  defending and settling any
claim  that may be made  against it on account  of the  alleged  loss,  theft or
destruction of such certificate or the issuance of such new certificate.


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<PAGE>


Section 4.  Fractions of a Share

     The  Corporation  shall  have the  authority  to issue  (but  shall  not be
obligated,  under these By-Laws,  to issue) fractions of a share of any class or
series of capital stock of the  Corporation.  In lieu of issuing a fraction of a
share  of  any  class  or  series  of  capital  stock  of the  Corporation,  the
Corporation may (i) make such payments as may be determined using such equitable
method as the  officer  of the  Corporation  may select  and/or  (ii) issue that
number  of  whole  shares  of such  class  or  series  of  capital  stock of the
Corporation  as may be  determined  using such  equitable  method  for  rounding
fractions  to integers as the  officers of the  Corporation  may select,  as the
Board may determine or the Certificate of Incorporation may require.

Section 5.  Dividends

     Subject to the provisions of the  Certificate of  Incorporation  and to the
extent  permitted by the Law,  the Board may declare  dividends on shares of any
class or series of capital  stock of the  Corporation  at such times and in such
amounts as, in its opinion,  the  conditions of the business of the  Corporation
render  advisable.  Before payment of any dividend or making any distribution of
profits,  the  Board  may set aside out of the  surplus  or net  profits  of the
Corporation such sum or sums as the Board may from time to time, in its absolute
discretion,  deem  proper  as a  reserve  fund  to  meet  contingencies  or  for
equalizing  dividends,   for  repairing  or  maintaining  any  property  of  the
Corporation  or for such other  purposes as the Board may from time to time deem
to be in the best interests of the Corporation.

                          ARTICLE VIII - CORPORATE SEAL

     The Board may adopt a corporate seal of the  Corporation  which shall be in
such form as the Board may from time to time determine. When authorized by these
By-Laws or by the Board,  a facsimile  of the  corporate  seal may be affixed in
lieu of the corporate seal.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year of the Corporation  shall be fixed from time to time by the
Board.

                             ARTICLE X - AMENDMENTS

     These  By-Laws,  in whole or in part,  may be amended or  repealed  and new
By-Laws,  in whole or in part,  may be adopted as (but only as)  provided in the
Certificate of Incorporation.


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