EXHIBIT 3.2

                                     BYLAWS
                                       OF
                             BRAZOS SPORTSWEAR, INC.

                                        I

                             STOCKHOLDERS' MEETINGS

                     (1) MEETING PLACE: All meetings of the stockholders shall
be held at the principal office of the corporation, or at such other place as
shall be determined from time to time by the Board of Directors, and the place
at which any such meeting shall be held shall be stated in the notice and call
of the meeting.

                     (2) ANNUAL MEETING TIME: The annual meeting of the
stockholders for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be held each year on a
day and at a time to be set by the Board of Directors. The time and place of
holding any annual meeting may be changed by resolution of the Board of
Directors, provided that notification of such change shall meet the notice
requirements pursuant to Section (6) hereof. If the annual meeting is not held
on the date designated therefor, the Board shall cause the meeting to be held as
soon thereafter as may be convenient.

                     (3) BUSINESS CONDUCTED AT ANNUAL MEETING:

                            (a) At an annual meeting of stockholders, an item of
business may be conducted, and a proposal may be considered and acted upon, only
if such item or proposal is brought before the meeting (i) by, or at the
direction of, the Board of Directors, or (ii) by any stockholder of the
corporation who is entitled to vote at the meeting and who complies with the
procedures set forth in the remainder of this Section (3). This Section (3)
shall not apply to matters of procedure.

                            (b) For an item of business or proposal to be
brought before an annual 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 office of the corporation not less than seventy (70) days
prior to the date scheduled for the meeting (regardless of any postponements,
deferrals or adjournments of that meeting to a later date), or, if notice or
public disclosure of the date scheduled for the meeting is not given or made at
least eighty (80) days prior thereto, not more than ten (10) days following the
day on which notice of the date scheduled for the
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meeting is mailed or the day on which disclosure of that date is made, whichever
is earlier.

                            (c) A stockholder's notice to the Secretary under
subsection (b) hereof shall set forth, as to each item of business or proposal
the stockholder intends to bring before the meeting (i) a brief description of
the item of business or proposal and the reasons for bringing it before the
meeting, (ii) the name and address, as they appear on the corporation's books,
of the stockholder and of any other stockholders that the stockholder knows or
anticipates will support the item of business or proposal, (iii) the number and
class of shares of stock of the corporation that are beneficially owned on the
date of such notice by the stockholder and by any such other stockholders, and
(iv) any financial interest of the stockholder or any such other stockholders in
such item of business or proposal.

                            (d) The Board of Directors, or a designated
committee thereof, may reject a stockholder's notice that is not timely given in
accordance with the terms of subsection (b) hereof. If the Board of Directors,
or a designated committee thereof, determines that the information provided in a
stockholder's notice does not satisfy the requirements of subsection (c) hereof
in any material respect, the Secretary of the corporation shall notify the
stockholder of the deficiency in the notice. The stockholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the stockholder, as the Board of Directors or
such committee shall reasonably determine. If the deficiency is not cured within
such period, or if the Board of Directors or such committee determines that the
additional information provided by the stockholder, together with information
previously provided, does not satisfy the requirements of subsection (c) hereof
in any material respect, then the Board of Directors or such committee may
reject the stockholder's notice.

                            (e) Notwithstanding the procedures set forth in
subsection (d) hereof, if a stockholder desires to bring an item of business or
proposal before an annual meeting, and neither the Board of Directors nor any
committee thereof has made a prior determination of whether the stockholder has
complied with the procedures set forth in this Section (3) in connection with
such item of business or proposal, then the chairman of the meeting shall
determine and declare at the meeting whether the stockholder has so complied. If
the chairman determines that the stockholder has so complied, then the chairman
shall so state and ballots shall be provided for use at the meeting with respect
to such item of business or proposal. If the chairman determines that the
stockholder has not so complied, then, unless the chairman, in his sole and
absolute discretion, determines to waive 

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such compliance, the chairman shall state that the stockholder has not so
complied and the item of business or proposal shall not be brought before the
meeting.

                            (f) This Section (3) shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the Board of Directors, but, in connection
with such reports, no item of business may be conducted, and no proposal may be
considered and acted upon, unless there has been compliance with the procedures
set forth in this Section (3) in connection therewith.

                     (4) ANNUAL MEETING - ORDER OF BUSINESS: At the annual
meeting of stockholders, the order of business shall be as follows unless
otherwise determined by the presiding officer:

                            (a)          Calling the meeting to order.
                            (b)          Proof of notice of meeting (or filing
                                         waiver) and proxy report.
                            (c)          Reading of minutes of last annual  
                                         meeting.
                            (d)          Reports of officers.
                            (e)          Reports of committees.
                            (f)          Confirmation of selection of 
                                         independent accountants.
                            (g)          Election of directors.
                            (h)          Miscellaneous business.

                 (2) SPECIAL MEETINGS:

                            (a) Special meetings of the stockholders for any
purpose or purposes may be called by the Chairman of the Board, the President,
the Board of Directors, or the holder or holders of not less than twenty-five
percent (25%) of all shares entitled to vote at the meeting.

                            (b) Subject to the requirements of Section (4) of
Article III if the purpose of the special meeting is the election of directors,
if a special meeting is called by any person or person other than the Board of
Directors, the Chairman of the Board or the President, the request shall be in
writing, specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile transmission to the
Chairman of the Board, the President, any Vice President, or the Secretary of
the corporation. No business may be transacted at such special meeting otherwise
than specified in such notice. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in accordance
with the provisions of Section (6) hereof, that a meeting will be 

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held not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
the receipt of the request, the person or persons requesting the meeting may
give the notice. Nothing contained in this subsection (b) shall be construed as
limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board of Directors may be held.

                 (3) NOTICE OF MEETINGS:

                            (a) Except as otherwise provided by law or the
Certificate of Incorporation, written notice of the place, date, and time of the
annual meeting of stockholders shall be given at least ten (10) days, and not
more than sixty (60) days, prior to the meeting to each stockholder of record
entitled to vote at such meeting.

                            (b) Except as otherwise provided by law or the
Certificate of Incorporation, written notice of the place, date, time, and
purpose of each special meeting of stockholders shall be given at least ten (10)
days, and not more than sixty (60) days, prior to the meeting to each
stockholder of record entitled to vote at such meeting.

                 (4) VOTING LIST: At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by each stockholder. This
list shall be kept open at such meeting for the inspection of any stockholder
and shall also be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of ten days
prior to such 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.

                 (5) QUORUM: Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, a quorum shall exist at any
meeting of stockholders if a majority of the votes entitled to be cast is
represented in person or by proxy. Any shares, the voting of which at said
meeting has been enjoined, or which for any reason cannot be lawfully voted at
such meeting, shall not be counted to determine a quorum at such meeting. If
less than a majority of the outstanding shares entitled to vote are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. If a quorum is present or represented
at a reconvened meeting following such an 

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adjournment, any business may be transacted that might have been transacted at
the meeting as originally called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting. In the case of any meeting of stockholders that is adjourned more than
once because of the failure of a quorum to attend, those who attend the third
convening of such meeting, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors, provided that the
percentage of votes represented at the third convening of such meeting shall not
be less than one-third of the votes entitled to be cast.

                 (6) MANNER OF ACTING: If a quorum is present, the affirmative
vote of the majority of the votes represented at the meeting and entitled to be
cast on the subject matter shall be the act of the stockholders, unless the vote
of a greater number is required by these Bylaws, the Certificate of
Incorporation, or the General Corporation Law of Delaware.

                 (7) VOTING OF SHARES: Except as otherwise provided in these
Bylaws or to the extent that voting rights of the shares of any class or classes
are limited or denied by the Certificate of Incorporation, each stockholder, on
each matter submitted to a vote at a meeting of stockholders, shall have one
vote for each share of stock registered in his or her name in the books of the
corporation. Stockholders of this corporation shall not have the right to
cumulate votes with respect to elections of directors in the manner prescribed
by Title 8, Section 214, of the General Corporation Law of Delaware.

                 (8) BENEFICIAL OWNERS:

                            (a) If shares or other securities having voting
power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter each faction may 

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vote the securities in question proportionally, or may apply to the Delaware
Court of Chancery for relief as provided in the General Corporation Law of
Delaware, Section 217(b). If the instrument filed with the Secretary shows that
any such tenancy is held in unequal interests, a majority or even-split for the
purpose of this subsection (a) shall be a majority or even-split in interest.

                            (b) Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the books of
the corporation he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent such stock and vote thereon.

                 (9) FIXING OF RECORD DATE:

                            (a) For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board, for such determination of stockholders, such date to be
not more than sixty (60) days and not less than ten (10) days prior to the date
of such meeting. If no record date is fixed, 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 is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of 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 of
Directors may fix a new record date for the adjourned meeting.

                            (b) In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board. If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by 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 by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the corporation's

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registered office in Delaware shall be by hand 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 law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board adopts the resolution taking such prior action.

                            (c) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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 a record date, which
record date shall not precede the date upon which the resolution fixing the
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 for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

                 (10) PROXIES: A stockholder may vote either in person or by
proxy executed in writing by the stockholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. A proxy shall become invalid
three years after the date of its execution, unless otherwise provided in the
proxy. A proxy with respect to a specified meeting shall entitle the holder
thereof to vote at any reconvened meeting following adjournment of such meeting
but shall not be valid after the final adjournment thereof.

                 (14) ACTION BY STOCKHOLDERS WITHOUT A MEETING:

                            (a) Any action required or which may be taken at a
meeting of stockholders of the corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

                            (b) Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless,
within sixty (60) days of the earliest dated consent delivered to the
corporation in the manner herein required, written consents signed by a
sufficient number of stockholders to take action are 

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delivered to the corporation by delivery to 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 book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

                 (2) WAIVER OF NOTICE: A waiver of any notice required to be
given any stockholder, signed by the person or persons entitled to such notice,
whether before or after the time stated therein for the meeting, shall be
equivalent to the giving of such notice. The attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when a
stockholder attends a meeting 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. Any stockholder so waiving shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given.

                 (3) ACTION OF STOCKHOLDERS BY COMMUNICATIONS EQUIPMENT:
Stockholders may participate in a meeting of stockholders by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE II

                                      STOCK

                 (5) ISSUANCE OF SHARES: No shares of the corporation shall be
issued unless authorized by the Board of Directors, which authorization shall
include the maximum number of shares to be issued and the consideration to be
received for each share.

                 (6) CERTIFICATES: Certificates for the shares of stock of the
corporation shall be in such form, not inconsistent with the Certificate of
Incorporation, as the Board of Directors may from time to time prescribe.
Certificates of stock shall be issued in numerical order and shall be signed by
the President or any Vice President and the Secretary or an Assistant Secretary,
and may be sealed with the seal of the corporation or a facsimile thereof. The
signatures of such officers may be facsimiles if the certificate is manually
signed on behalf of a transfer agent, or registered by a registrar, other than
the corporation itself or an employee of the corporation. If an officer who has
signed or whose facsimile signature has been placed upon such certificate ceases
to be such officer 

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before the certificate is issued, it may be issued by the corporation with the
same effect as if the person were an officer on the date of issue. All
certificates shall include conspicuous written notice of any restrictions which
may be imposed on the transferability of such shares.

                 Each certificate of stock shall state:

                            (a) that the corporation is organized under the laws
of the State of Delaware;

                            (b) the name of the person to whom issued; and

                            (c) the number and class of shares and the
designation of the series, if any, which such certificate represents.

                 (2) STOCK RECORDS: The stock transfer books shall be kept at
the principal place of business of the corporation or at the office of the
transfer agent or registrar of the corporation. The name and address of the
person to whom the shares represented thereby are issued, together with the
class, number of shares and date of issue, shall be entered on the stock
transfer books of the corporation.

                 (3) LEGENDS AND RESTRICTIONS ON TRANSFER: As long as the
corporation is authorized to issue more than one class of stock or more than one
series of any class, the powers, designations, preferences, and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of Title 8, General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences, and relative,
participating, optional, or other special rights of each class of stock or
series thereof and the qualifications, limitations, or restrictions of such
preferences and/or rights.

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                 (4) TRANSFERS: Transfers of stock shall be made only upon the
stock transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

                 (5) REGISTERED OWNER: Registered stockholders shall be treated
by the corporation as the holders in fact of the stock standing in their
respective names and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided below or by the laws of the State of Delaware. The Board of
Directors may adopt by resolution a procedure whereby a stockholder of the
corporation may certify in writing to the corporation that all or a portion of
the shares registered in the name of such stockholder are held for the account
of a specified person or persons. The resolution shall set forth:


                            (a) The classification of stockholder who may
certify;

                            (b) The purpose or purposes for which the
certification may be made;

                            (c) The form of certification and information to be
contained therein;

                            (d) If the certification is with respect to a record
date or closing of the stock transfer books, the date within which the
certification must be received by the corporation; and

                            (e) Such other provisions with respect to the
procedure as are deemed necessary or desirable.

                 Upon receipt by the corporation of a certification complying
with the procedure, the persons specified in the certification shall be deemed,
for the purpose or purposes set forth in the certification, to be the holders of
record of the number of shares specified in place of the stockholder making the
certification.

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                 (7) MUTILATED, LOST OR DESTROYED CERTIFICATES: In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon proof of such mutilation, loss or destruction or
receipt of an affidavit of such fact. The Board of Directors may impose
conditions on such issuance and may require the giving of a satisfactory bond or
indemnity to the corporation in such sum as they might determine or establish
such other procedures as they deem necessary.

                 (8) FRACTIONAL SHARES OR SCRIP: The corporation may: (a) issue
fractions of a share which shall entitle the holder to exercise voting rights,
to receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation; (b) arrange for the disposition of
fractional interests by those entitled thereto; (c) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
shares are determined; or (d) issue scrip in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip aggregating a full share.

                                       II

                               BOARD OF DIRECTORS

                 (1) NUMBER AND POWERS: The management of all the affairs,
property and interests of the corporation shall be vested in a Board of
Directors. The number of persons constituting the Board of Directors may be
fixed from time to time by resolution of the Board of Directors adopted by the
affirmative vote of a majority of the entire Board of Directors. Each director
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified. Directors need not be stockholders or
residents of the State of Delaware. In addition to the powers and authorities
expressly conferred upon the Board of Directors by these Bylaws and the
Certificate of Incorporation, the Board may exercise all such powers of the
corporation and do all such lawful acts as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

                 (2) CHANGE OF NUMBER: Notwithstanding the power and authority
of the Board of Directors to amend these Bylaws, including, without limitation,
provisions relating to the number of directors, the number of directors may at
any time be increased or decreased by a vote of the majority of the voting stock
issued and outstanding, at any regular or special meeting of stockholders, if
the notice of such meeting contains a statement of the proposed increase or
decrease; and, in case of any such increase, the Board of Directors or the
stockholders at any regular 

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or special meeting held before the Board of Directors takes action, shall have
power to elect such additional directors, to hold office until the next annual
meeting of the stockholders and until their successors are elected and
qualified.

                 (3) ELECTION AND TERM OF OFFICE: At each annual meeting of
stockholders, the stockholders shall elect directors. Directors may also be
elected at a special meeting of stockholders called specifically for that
purpose. Each director so elected shall hold office until the next annual
meeting of stockholders and until his successor shall have been elected and
qualified.

                 (4) NOMINATIONS FOR DIRECTORS:

                            (a) Nominations of candidates for election as
directors at an annual or special meeting of stockholders may only be made (i)
by, or at the direction of, the Board of Directors, or (ii) by any stockholder
of the corporation who is entitled to vote at the meeting and who complies with
the procedures set forth in the remainder of this Section (4).

                            (b) If a stockholder proposes to nominate one or
more candidates for election as directors at an annual or special meeting, 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 office of the corporation not less than
seventy (70) days prior to the date scheduled for the meeting (regardless of any
postponements, deferrals or adjournments of that meeting to a later date), or,
if notice or public disclosure of the date scheduled for the meeting is not
given or made at least eighty (80) days prior thereto, not more than ten (10)
days following the day on which notice of the date scheduled for the meeting is
mailed or the day on which disclosure of that date is made, whichever is
earlier.

                            (c) A stockholder's notice to the Secretary under
subsection (b) hereof shall set forth, as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the number and class of shares of stock of the
corporation that are beneficially owned on the date of such notice by such
person, and (iv) if the corporation at such time has any security registered
pursuant to Section 12 of the Exchange Act, any other information relating to
such person required to be disclosed in solicitations of proxies with respect to
nominees for election as directors pursuant to Regulation 14A under the Exchange
Act, including but not limited to information required to be disclosed by
Schedule 14A of Regulation 14A, 

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and any other information that the stockholder would be required to file with
the Securities and Exchange Commission in connection with the stockholder's
nomination of such person as a candidate for director or the stockholder's
opposition to any candidate for director nominated by, or at the direction of,
the Board of Directors. In addition to the above information, a stockholder's
notice to the Secretary under subsection (b) hereof shall (A) set forth (i) the
name and address, as they appear on the corporation's books, of the stockholder
and of any other stockholders that the stockholder knows or anticipates will
support any candidate or candidates nominated by the stockholder, and (ii) the
number and class of shares of stock of the corporation that are beneficially
owned on the date of such notice by the stockholder and by any such other
stockholders, and (B) be accompanied by a written statement, signed and
acknowledged by each candidate nominated by the stockholder, that the candidate
agrees to be so nominated and to serve as a director of the corporation if
elected at the meeting.

                            (d) The Board of Directors, or a designated
committee thereof, may reject any stockholder's nomination of one or more
candidates for election as directors if the nomination is not made pursuant to a
stockholder's notice timely given in accordance with the terms of subsection (b)
hereof. If the Board of Directors, or a designated committee thereof, determines
that the information provided in a stockholder's notice does not satisfy the
requirements of subsection (c) hereof in any material respect, the Secretary of
the corporation shall notify the stockholder of the deficiency in the notice.
The stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five (5) days from the date such deficiency notice is given to the
stockholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board of
Directors or such committee determines that the additional information provided
by the stockholder, together with information previously provided, does not
satisfy the requirements of subsection (c) hereof in any material respect, then
the Board of Directors or such committee may reject the stockholder's notice.

                            (e) Notwithstanding the procedures set forth in
subsection (d) hereof, if a stockholder proposes to nominate one or more
candidates for election as directors at an annual or special meeting, and
neither the Board of Directors nor any committee thereof has made a prior
determination of whether the stockholder has complied with the procedures set
forth in this Section (4) in connection with such nomination, then the chairman
of the meeting shall determine and declare at the meeting whether the
stockholder has so complied. If the chairman determines that the stockholder has
so complied, then the chairman shall so state and ballots 

                                       13
<PAGE>
shall be provided for use at the meeting with respect to such nomination. If the
chairman determines that the stockholder has not so complied, then, unless the
chairman, in his sole and absolute discretion, determines to waive such
compliance, the chairman shall state that the stockholder has not so complied
and the defective nomination shall be disregarded.

                 (5) VACANCIES: All vacancies in the Board of Directors, whether
caused by resignation, death or otherwise, may, except as otherwise provided in
the Certificate of Incorporation, be filled by the affirmative vote of a
majority of the remaining directors attending a regular or special meeting
called for that purpose, even though less than a quorum of the Board of
Directors be present, or by a sole remaining director, or by the stockholders at
any regular or special meeting held prior to the filling of such vacancies by
the Board of Directors as above provided. A director thus elected to fill any
vacancy shall hold office for the unexpired portion of the term of the director
whose place shall be vacant and until his successor is elected and qualified.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by the Board of Directors for a term of office
continuing only until the next election of directors by the stockholders.

                 (6) RESIGNATION: Any director may resign at any time by
delivering written notice to the Chairman of the Board, the President, the
Secretary, or the Board, or to the registered office of the corporation in
Delaware. Any such resignation shall take effect at the time specified therein,
or if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

                 (7) REMOVAL OF DIRECTORS: At a meeting of stockholders called
expressly for that purpose, subject to any limitations imposed by law or the
Certificate of Incorporation, the entire Board of Directors, or any member
thereof, may be removed by a vote of the holders of a majority of shares then
entitled to vote at an election of such directors. However, if any stockholders
have the right to cumulate their votes in the election of certain directors, if
less than the entire Board is to be removed, no such director may be removed
without cause if the votes cast against his or her removal would be sufficient
to elect him or her if then cumulatively voted at an election of the entire
Board, or, if there be classes of directors, at an election of the class of
directors of which he or she is a part.

                 (8) REGULAR MEETINGS: Regular meetings of the Board of
Directors or any committee may be held without notice at the principal office of
the corporation or at such other place or places, either within or without the
State of Delaware, as the Board of Directors or such committee, as the case may
be, may from time to 

                                       14
<PAGE>
time designate. The annual meeting of the Board of Directors shall be held
without notice immediately after the adjournment of the annual meeting of
stockholders.

                 (9) SPECIAL MEETINGS:

                            (a) Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, the President, the
Secretary, or by any one or more directors, to be held at the principal office
of the corporation or at such other place or places as the Board of Directors or
the person or persons calling such meeting may from time to time designate.
Written notice of the time and place of all special meetings of the Board of
Directors shall be given at least one (1) day before the date of the meeting.

                            (b) Special meetings of any committee may be called
at any time by such person or persons and with such notice as shall be specified
for such committee by the Board of Directors, or in the absence of such
specification, in the manner and with the notice required for special meetings
of the Board of Directors.

                 (2) QUORUM:

                            (a) Except as provided in subsection (b) hereof or
in the Certificate of Incorporation, a majority of the whole Board of Directors
shall be necessary at all meetings to constitute a quorum for the transaction of
business, but, if less than a majority are present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.

                            (b) At each meeting of the Board at which a quorum
is present, the act of a majority of the directors present at the meeting shall
be the act of the Board of Directors, unless the vote of a greater number is
required by these Bylaws, the Certificate of Incorporation, or the General
Corporation Law of Delaware.

                            (c) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes a contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest.

                 (3) WAIVER OF NOTICE: Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends for the express purpose of objecting, at the beginning of the meeting,
to the 

                                       15
<PAGE>
transaction of any business because the meeting is not lawfully called or
convened. Whenever any notice is required to be given to any director under the
provisions of these Bylaws, the Certificate of Incorporation, or the General
Corporation Law of Delaware, a waiver of notice signed by the director or
directors entitled to such notice, whether before or after the time stated for
the meeting, shall be equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors or any committee appointed by the Board need be
specified in the waiver of notice of such meeting.

                 (4) REGISTERING DISSENT: A director who is present at a meeting
of the Board of Directors at which action on a corporate matter is taken shall
be presumed to have assented to such action unless his or her dissent shall be
entered in the minutes of the meeting, or unless he or she shall file his or her
written dissent to such action with the person acting as the secretary of the
meeting, before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

                 (5) EXECUTIVE AND OTHER COMMITTEES: The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an Executive Committee and one or more other standing or
special committees. The Executive Committee shall have and may exercise all the
authority of the Board of Directors, and other standing or special committees
may be invested with such powers, subject to such conditions, as the Board of
Directors shall see fit; PROVIDED THAT, notwithstanding the above, no committee
of the Board of Directors shall have the authority to amend the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in the Certificate of Incorporation and by
law, fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopt an agreement of merger or consolidation under Section 251 or
252 of the General Corporation Law of Delaware, 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, amend the Bylaws of the
corporation, declare a dividend, authorize the issuance of stock, 

                                       16
<PAGE>
or adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of Delaware. All committees so appointed shall keep
regular minutes of their meetings and shall cause them to be recorded in books
kept for that purpose in the office of the corporation and shall report the same
to the Board of Directors at its next meeting. The designation of any such
committee and the delegation of authority thereto shall not relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

                 (6) REMUNERATION: By resolution of the Board of Directors, a
fixed sum and attendance fee, together with expenses of attendance, if any, may
be allowed the directors who are not salaried by the corporation for their
services and for attendance at each regular or special meeting of such Board;
provided, that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of standing or special committees may be allowed
like compensation for attending committee meetings.

                 (7) LOANS AND GUARANTEES: The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is a director of the corporation or of its subsidiary, whenever, in the judgment
of the directors, such loan, guaranty, or assistance may reasonably be expected
to benefit the corporation. The loan, guaranty, or other assistance may be with
or without interest, and may be unsecured or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.

                 (8) ACTION BY DIRECTORS WITHOUT A MEETING: Any action required
or permitted to be taken at a meeting of the directors, or of a committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so taken or to be taken, shall be signed by all of the directors, or
all of the members of the committee, as the case may be, and filed with the
minutes of the proceedings of such board or committee. Such consent shall have
the same effect as a unanimous vote.

                 (9) ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT: Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

                                       17
<PAGE>
                                   ARTICLE II

                                    OFFICERS

                 (10) DESIGNATIONS: The officers of the corporation shall be a
Chairman of the Board, a President, one or more Vice-Presidents (one or more of
whom may be Executive Vice-Presidents), a Secretary and a Chief Financial
Officer or Treasurer, and such Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board may designate, who shall be elected for
one year by the directors at their first meeting after the annual meeting of
stockholders, and who shall hold office until their successors are elected and
qualified. Any two or more offices may be held by the same person.

                 (11) THE CHAIRMAN OF THE BOARD: The Chairman of the Board (if
such an officer be appointed) shall be a director and shall perform such duties
as shall be assigned to him or her by the Board of Directors and in any
employment agreement. The Chairman shall be the chief executive officer of the
corporation and, subject to the control of the Board and the Executive Committee
(if one be established), shall supervise and control all of the assets,
business, and affairs of the corporation. The Chairman shall preside at all
meetings of the stockholders and at all meetings of the Board. The Chairman may
sign certificates for shares of the corporation, deeds, mortgages, bonds,
contracts, or other instruments, except when the signing and execution thereof
have been expressly delegated by the Board or by these Bylaws to some other
officer or agent of the corporation or are otherwise required by law to be
signed or executed by some other officer or in some other manner. If there is no
President or if the President dies or becomes unable to act, the Chairman shall
also serve as the Chief Executive Officer and shall perform the duties of the
President, except as may be limited by resolution of the Board of Directors,
with all the powers of and subject to all the restrictions upon the President.

                 (12) THE PRESIDENT: The President shall be the chief operating
officer of the corporation, and, if no Chairman of the Board has been appointed,
shall also be the chief executive officer of the corporation. The President may
sign deeds, mortgages, bonds, contracts, or other instruments, except when the
signing and execution thereof have been expressly delegated by the Board or by
these Bylaws to some other officer or agent of the corporation or are otherwise
required by law to be signed or executed by some other officer or in some other
manner. The President shall vote the shares owned by the corporation in other
corporations, domestic or foreign, unless otherwise prescribed by law or
resolution of the Board. 

                                       18
<PAGE>
In general, the President shall perform all such duties as shall be assigned to
him or her by the Board and in any employment agreement, subject at all times,
however, to the direction and supervision of the Board of Directors. In the
absence of the Chairman of the Board, the President, if a director, shall
preside over all meetings of the stockholders and over all meetings of the Board
of Directors. The President shall have the authority to appoint one or more
Assistant Secretaries and Assistant Treasurers, as he or she deems necessary.

                 (13) THE VICE PRESIDENTS: If no Chairman of the Board has been
appointed, in the absence or disability of the President, the Vice Presidents,
if any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board shall perform all the duties of
the President and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the President; provided that no such Vice President
shall assume the authority to preside as Chairman of meetings of the Board
unless such Vice President is a member of the Board. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
respectively prescribed for them by the Board, these Bylaws, the President, or
the Chairman of the Board (if one be appointed).

                 (14) THE SECRETARY:  The Secretary shall:

                            (a) have responsibility for preparing minutes of
meetings of the stockholders and the Board of Directors and for authenticating
records of the corporation;

                            (b) see that all notices (except as otherwise
provided in these Bylaws) are duly given in accordance with the provisions of
these Bylaws and as required by law;

                            (c) be custodian of the corporate records and seal
of the corporation, if one be adopted;

                            (d) keep a register of the post office address of
each stockholder and director;

                            (e) sign certificates for shares of the corporation;

                            (f) have general charge of the stock transfer books
of the corporation;

                                       19
<PAGE>
                            (g) when required by law or authorized by resolution
of the Board of Directors, sign with the President, or other officer authorized
by the President or the Board, deeds, mortgages, bonds, contracts, or other
instruments; and

                            (h) in general, perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
by the President or the Board of Directors.

         In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.

                     (15) THE CHIEF FINANCIAL OFFICER OR TREASURER: If required
by the Board of Directors, the Chief Financial Officer or Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board shall determine. The Chief Financial Officer or
Treasurer shall:

                            (a) have charge and custody of and be responsible
for all funds and securities of the corporation;

                            (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in banks, trust companies, or other
depositories selected in accordance with the provisions of these Bylaws; and

                            (c) in general, perform all of the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned by the President or the Board of Directors.

         In the absence of the Chief Financial Officer or Treasurer, an
Assistant Treasurer may perform the duties of the Chief Financial Officer or
Treasurer.

                 (16) DELEGATION: In the case of absence or inability to act of
any officer of the corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.

                 (17) OTHER OFFICERS AND AGENTS: One or more Vice Presidents and
such other officers and assistant officers as may be deemed necessary or
advisable may be appointed by the Board of Directors or, to the extent provided
in Section (3) hereof, by the President. Such other officers and assistant
officers shall hold office for such periods, have such authorities, and perform
such duties as are provided in 

                                       20
<PAGE>
these Bylaws or as may be provided by resolution of the Board. Any officer may
be assigned by the Board any additional title that the Board deems appropriate.
The Board may delegate to any officer or agent the power to appoint any such
assistant officers or agents and to prescribe their respective terms of office,
authorities, and duties.

                 (18) VACANCIES: Vacancies in any office arising from any cause
may be filled by the Board of Directors at any regular or special meeting of the
Board. The appointee shall hold office for the unexpired term and until his
successor is duly selected and qualified.

                 (19) RESIGNATION: Any officer may resign at any time by
delivering written notice to the Chairman of the Board, the President, the
Secretary, or the Board of Directors. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                 (20) TERM AND REMOVAL: The officers of the corporation shall
hold office until their successors are appointed and qualified. Any officer or
agent may be removed by the Board with or without cause. An officer empowered to
appoint another officer or assistant officer also has the power to remove any
officer he or she would have the power to appoint whenever in his or her
judgment the best interests of the corporation would be served thereby. The
removal of an officer or agent shall be without prejudice to the contract
rights, if any, of the corporation or the person so removed. Appointment of an
officer or agent shall not of itself create contract rights.

                 (21) BONDS: The Board of Directors may, by resolution, require
any and all of the officers to give bonds to the corporation, with sufficient
surety or sureties, conditioned for the faithful performance of the duties of
their respective offices, and to comply with such other conditions as may from
time to time be required by the Board of Directors.

                 (22) SALARIES: The salaries of all officers and agents of the
corporation shall be fixed from time to time by the Board of Directors or by any
person or persons to whom the Board has delegated such authority. No officer
shall be prevented from receiving such salary by reason of the fact that such
officer is also a director of the corporation.

                                       21
<PAGE>
                                       III

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

                 (1) The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, except where
otherwise provided by law or these Bylaws. Such authority may be general or
confined to specific instances.

                 (2) No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
or ratified by a resolution of the Board. Such authority may be general or
confined to specific instances. The corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty, or assistance may reasonably be expected to
benefit the corporation.

                 (3) All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, or agent or agents, of
the corporation and in such manner as is from time to time determined by
resolution of the Board.

                 (4) All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board may elect.

                 (5) No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or her or their votes are counted for such
purpose, if:

                            (a) The material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

                                       22
<PAGE>
                            (b) The material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

                            (c) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved, or ratified, by the Board
of Directors, a committee thereof, or the stockholders.

                                   ARTICLE II

                              DIVIDENDS AND FINANCE

                 (6) DIVIDENDS: Dividends may be declared by the Board of
Directors and paid out of the annual net profits of the corporation, or out of
its net assets in excess of its capital, subject to the conditions and
limitations imposed by the Certificate of Incorporation and the laws of the
State of Delaware.

                 (7) RESERVES: Before making any distribution of profits, there
may be set aside out of the net profits of the corporation such sum or sums as
the directors from time to time in their absolute discretion deem expedient as a
reserve fund to meet contingencies, or for equalizing dividends, or for
maintaining any property of the corporation, or for any other purposes. Any
profits of any year not distributed as dividends shall be deemed to have been
thus set apart until otherwise disposed of by the Board of Directors.

                 (8) DEPOSITORIES: The moneys of the corporation shall be
deposited in the name of the corporation in such bank or banks or trust company
or trust companies as the Board of Directors shall designate, and shall be drawn
out only by instrument signed by such persons and in such manner as may be
determined by resolution of the Board of Directors.

                                       IV

                                     NOTICES

                 (1) Whenever, under any provisions of these Bylaws, notice is
required to be given to any stockholder, unless provided otherwise in these
Bylaws, it shall be given in writing, timely and duly deposited in the United
States mail, 

                                       23
<PAGE>
postage prepaid, and addressed to his last known post office address as shown by
the stock record of the corporation or its transfer agent.

                 (2) Any notice required to be given to any director may be
given by the method stated in Section (1) hereof, or by facsimile, telex or
telegram, except that such notice other than one which is delivered personally
shall be sent to such address as such director shall have filed in writing with
the Secretary, or, in the absence of such filing, to the last known post office
address of such director.

                 (3) If no address of a stockholder or director be known, notice
may be sent to the principal place of business of the corporation.

                 (4) An affidavit of mailing, executed by a duly authorized and
competent employee of the corporation or its transfer agent appointed with
respect to the class of stock affected, specifying the name and address or the
names and addresses of the stockholder or stockholders, or director or
directors, to whom any such notice or notices was or were given, and the time
and method of giving the same, shall be conclusive evidence of the statements
therein contained.

                 (5) All notices given by mail, as above provided, shall be
deemed to have been given as at the time of mailing and all notices given by
facsimile, telex or telegram shall be deemed to have been given as of the
sending time recorded at time of transmission.

                 (6) It shall not be necessary that the same method of giving
notice be employed in respect of all directors, but one permissible method may
be employed in respect of any one or more, and any other permissible method or
methods may be employed in respect of any other or others.

                 (7) The period or limitation of time within which any
stockholder may exercise any option or right, or enjoy any privilege or benefit,
or be required to act, or within which any director may exercise any power or
right, or enjoy any privilege, pursuant to any notice sent him in the manner
above provided, shall not be affected or extended in any manner by the failure
of such stockholder or such director to receive such notice.

                 (8) Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or Bylaws of the
corporation, to any person with whom communication is unlawful, the giving of
such notice to such person shall not be required and there shall be no duty to
apply to any governmental authority or agency for a license or permit to give
such notice to such 

                                       24
<PAGE>
person. Any action or meeting which shall be taken or held without notice to any
such person with whom communication is unlawful shall have the same force and
effect as if such notice had been duly given. In the event that the action taken
by the corporation is such as to require the filing of a certificate under any
provision of the General Corporation Law of Delaware, the certificate shall
state, if such is the fact and if notice is required, that notice was given to
all persons entitled to receive notice except such persons with whom
communication is unlawful.

                 (9) Whenever notice is required to be given, under any
provision of law or the Certificate of Incorporation or Bylaws of the
corporation, to any stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a twelve month
period, have been mailed addressed to such person at his address as shown on the
records of the corporation and have been returned undeliverable, the giving of
such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force
and effect as if such notice had been duly given. If any such person shall
deliver to the corporation a written notice setting forth his then current
address, the requirement that notice be given to such person shall be
reinstated. In the event that the action taken by the corporation is such as to
require the filing of a certificate under any provision of the General
Corporation Law of Delaware, the certificate need not state that notice was not
given to persons to whom notice was not required to be given pursuant to this
paragraph.

                                        V

                                      SEAL

                 The corporate seal of the corporation shall be in such form and
bear such inscription as may be adopted by resolution of the Board of Directors,
or by usage of the officers on behalf of the corporation. Said seal may be used
by causing it or a facsimile thereof to be impressed, affixed or reproduced.

                                       VI

                     INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

                                       25
<PAGE>
                 (1) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director or officer of the
corporation, or if such director or officer is or was serving at the request of
the corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner in which
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

                 (2) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
director or officer of the corporation, or if such director or officer is or was
serving at the request of the corporation as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action, suit or proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                                       26
<PAGE>
                 (3) To the extent that a director or officer of the corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections (1) and (2) hereof, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

                 (4) Any indemnification under Sections (1) or (2) hereof
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections (1) or (2) hereof. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.

                 (5) Expenses (including attorneys' fees) incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided in Section (4) hereof upon
receipt of an undertaking by or on behalf of such officer or director to repay
such amount if it should be ultimately determined that such person is not
entitled to be indemnified by the corporation as authorized in this Article or
otherwise. Such expenses incurred by other employees and agents shall be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                 (6) The indemnification and advancement of expenses provided by
or granted pursuant to the other Sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. The indemnification powers of the corporation
shall be as broad as is allowed under applicable law.

                 (7) Upon the majority vote of a quorum of the Board of
Directors, the corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the corporation, or if such
director or officer is or was serving at the request of the corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, 

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against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation shall have indemnified him or her against such liability under
the provisions of this Article. Upon a majority vote of a quorum of the Board of
Directors, the corporation may indemnify a person who is or was an employee or
agent of the corporation, or if such employee or agent is or was serving at the
request of the corporation as a director, officer, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
pursuant to and in accordance with the provisions of this Article.

                                       VII

                                BOOKS AND RECORDS

                 The corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its stockholders
and Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders and the
number and class of the shares held by each. Any books, records, and minutes may
be in written form or any other form capable of being converted into written
form within a reasonable time.

                                      VIII

                                   AMENDMENTS

                 These Bylaws may be altered, amended or repealed by the
affirmative vote of a majority of the voting stock issued and outstanding at any
regular or special meeting of the stockholders. The Board of Directors shall
have power to make, alter, amend and repeal the Bylaws of this corporation,
unless the stockholders in adopting, amending or repealing a particular Bylaw
have provided expressly that the Board of Directors may not amend or repeal that
Bylaw. Any such Bylaws made or adopted by the Board of Directors, or any
alteration, amendment or repeal of the Bylaws by the Board of Directors, may be
changed or repealed by the holders of a majority of the stock entitled to vote
at any stockholders' meeting.

                                 ARTICLE XIIXII

                                 AUTHENTICATION

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         The foregoing Bylaws were read, approved, and duly adopted by the Board
of Directors of Brazos Sportswear, Inc. on the 12th day of March, 1997, and the
President and Secretary of the corporation were empowered to authenticate such
Bylaws by their signatures below.


                                          _________________________________
                                          President


                                          _________________________________
                                          Secretary

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