SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.


                                     BY-LAWS


                                   * * * * * *


                                    ARTICLE I

                                     OFFICES

     Section 1. The registered office shall be in the city of Wilmington, County
of New Castle, State of Delaware.
          The corporation may also have offices at such other places both within
and without the State of  Delaware  as the board of  directors  may from time to
time determine or the business of the corporation may require.


                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

     Section 1. All meetings of the  stockholders  for the election of directors
shall be held at such  place as may be fixed  from  time to time by the board of
directors  either within or without the State of Delaware as shall be designated
from  time to time by the board of  directors  and  stated in the  notice of the
meeting. Meetings of stockholders for any other purpose may be held at such time
and place,  within or without the State of  Delaware,  as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

     Section  2.  Annual  meetings  of  stockholders  shall be held on the third
Thursday of April if not a legal holiday,  and if a legal  holiday,  then on the
next  secular day  following,  at 11:00 a.m.,  or at such other date and time as
shall be  designated  from time to time by the board of directors  and stated in
the  notice of  meeting,  at which they shall  elect by a  plurality  vote those
directors whose terms have expired pursuant to the provisions of the Certificate
of  Incorporation,  and transact such other  business as may properly be brought
before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not less  than ten nor more  than  fifty  days  before  the date of the
meeting.

     Section  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting is to be held,  which place shall be specified in the notice of meeting,
or, if not  specified,  at the place where the  meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who is present.

     Section  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  may be called  only at the  written  request of the  Chairmen  of the
Board,  the President,  a majority of the Board of Directors or by  stockholders
owning at least sixty-six and two-thirds  percent (66-2/3%) of the entire voting
power of the  corporation's  capital stock. Such request shall state the purpose
or purposes of the proposed meeting.


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     Section 6. Written notice of a special meeting stating the place,  date and
hour of the meeting  and the  purpose for which the meeting is called,  shall be
given not less than ten nor more than fifty days  before the date of the meeting
to each stockholder entitled to vote at such meeting.

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

     Section 8. The  holders  of fifty  (50%)  percent  of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
certificate of incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting, at which a quorum shall be present or represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  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.

     Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question  is one upon  which by  express  provision  of the  statutes  or of the
certificate  of  incorporation,  a different vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 10. Unless  otherwise  provided in the certificate of incorporation
or certificates of  designations,  and preferences,  each  stockholder  shall at
every meeting of the  stockholders be entitled to one vote in person or by proxy
for  each  share  of  the  capital  stock  having  voting  power  held  by  such
stockholder,  but no proxy  shall be voted on after  three  years from its date,
unless the proxy provides for a longer period.


                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors  which shall  constitute the whole board
shall be not less  than  three  nor more  than  eleven.  No  director  need be a
stockholder of the  corporation.  Any director may be removed from office at any
time by the affirmative vote of stockholders of record holding a majority of the
outstanding  shares of stock of the  corporation  entitled  to vote,  given at a
meeting of the stockholders called for that purpose.

     Section 2. The board of directors  shall be divided  into three  classes as
nearly  equal in number as  possible,  and no class shall  include less than two
directors. The terms of office of the directors initially classified shall be as
follows: that of Class I shall expire at the ^ annual meeting of stockholders in
1994, Class II at the second  succeeding  annual meeting of stockholders in 1995
and Class III at the third  succeeding  annual meeting of  stockholders in 1996.
The foregoing  notwithstanding,  each  director  shall serve until his successor
shall have been duly  elected  and  qualified,  unless he shall  resign,  become
disqualified,  disabled or shall otherwise be removed. Whenever a vacancy occurs
on the board of  directors,  including  whenever  there  shall be fewer than the
maximum  number of  directors  set forth in  Section 1 of this  Article  III,  a
majority  of the  remaining  directors  have the  power to fill the  vacancy  by
electing  a  successor  director  to fill that  portion  of the  unexpired  term
resulting from the vacancy.

     Section 3. The business of the corporation shall be managed by its board of
directors, which may exercise all such powers of the corporation and do all such
lawful  acts and things as are not by statute or by these  by-laws  directed  or
required to be exercised or done by the stockholders.

     Section 4. The board of  directors  shall choose a chairman of the board of
directors who shall preside at all meetings of stockholders and directors.


<PAGE>

     Section 5. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

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

     Section 7. Special  meetings of the board may be called by the president or
chairman  of the  board on two  days'  prior  notice  to each  director,  either
personally or by telephone,  facsimile  transmission,  overnight courier mail or
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of not less than two directors.

     Section 8. At all meetings of the board  one-half of the board of directors
shall  constitute  a quorum for the  transaction  of  business  and the act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically  provided by statute or by the certificate of  incorporation.  If a
quorum  shall not be  present  at any  meeting  of the board of  directors,  the
directors  present  thereat may adjourn the meeting  form time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Unless otherwise  restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the board or committee.

     Section 10. (a)  Nominations  for the election of directors  may be made by
the Board of Directors or by any  stockholder  entitled to vote for the election
of directors.  Such  nominations  other than by the Board of Directors  shall be
made by notice in  writing,  delivered  or mailed by first class  United  States
mail, postage prepaid,  to the Secretary of the corporation not less than ninety
(90) days  prior to the first  anniversary  of the date of the last  meeting  of
stockholders of the corporation called for the election of directors.

               (b) Each notice shall set forth (i) the name,  age and address of
the  stockholder who intends to make the nomination and of the person or persons
to be  nominated;  (ii) a  representation  that the  stockholder  is a holder of
record of the corporation  entitled to vote at the meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice;  (iii) the name, age,  business address and, if known,  residence
address of each nominee proposed in such notice;  (iv) the principal  occupation
or employment of each such nominee;  (v) a description  of all  arrangements  or
understandings  between  the  stockholder  and each such  nominee  and any other
person  or  persons  (naming  such  person  or  persons)  pursuant  to which the
nomination or  nominations  are to be made by the  stockholder;  (vi) such other
information  regarding  each such  nominee  as would  have been  required  to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission had each nominee been nominated,  or intended
to be  nominated,  by the Board of Directors of the  corporation;  and (vii) the
consent of each such  nominee to serve as a director  of the  corporation  if so
elected.

               (c) The Chairman of any meeting of stockholders may, if the facts
warrant,  determine and declare to the meeting that a nomination was not made in
accordance with the foregoing  procedure,  and if he or she should so determine,
the Chairman shall so declare to the meeting and the defective  nomination shall
be disregarded.

               (d) Except as  required  in the  By-Laws no  election  need be by
written ballot.

                             COMMITTEES OF DIRECTORS

     Section 11. The board of directors may, by resolution  passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of one or more of the directors of the corporation.  The board may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent or disqualified member of any meeting of the committee. In the absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or

<PAGE>

they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation,  recommending to the stockholders of sale,
lease or exchange of all or substantially all of the corporation's  property and
assets,  recommending  to the  stockholders  of a  dissolution,  or amending the
by-laws of the  corporation;  and,  unless the resolution or the  certificate of
incorporation  expressly so provide,  no such committee  shall have the power or
authority  to declare a dividend or to  authorize  the  issuance of stock.  Such
committee or committees  shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

     Section 12. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors.

                            COMPENSATION OF DIRECTORS

     Section  13.   Unless   otherwise   restricted   by  the   certificate   of
incorporation,  the  board of  directors  shall  have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for  attendance  at each meeting of the board of directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV

                                     NOTICES

     Section  1.  Whenever,  under  the  provisions  of the  statutes  or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such  notice may be given in  writing,  by mail  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to  directors  may also be given by  telephone,  facsimile  transmission,
overnight courier or telegram.

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


                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation  shall be chosen by the board of
directors and shall be a chairman of the board of directors, a president, one or
more  vice-presidents,  a secretary and a treasurer.  The board of directors may
also choose additional  vice-presidents,  and one or more assistant  secretaries
and assistant treasurers.  Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.

     Section 2. The board of  directors at its first  meeting  after each annual
meeting of  stockholders  shall choose a chairman of the board of  directors,  a
president, one or more vice-presidents, a secretary and a treasurer.


<PAGE>

     Section 3. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The  officers of the  corporation  shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors.  Any vacancy  occurring in any office of the corporation
shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

     Section  6. The  chairman  of the  board of  directors  shall be the  chief
executive  officer of the  corporation  unless the board of  directors  resolves
otherwise.  He shall  preside at all  meetings of  stockholders  and  directors.
Except where by law the signature of the president is required,  the chairman of
the board of directors shall possess the same power as the president to sign all
certificates,  contracts,  and other instruments of the corporation which may be
authorized  by the board of  directors.  During the absence or disability of the
president,  he shall  exercise  all  powers  and  discharge  all  duties  of the
president.

                                  THE PRESIDENT

     Section  7. The  president  shall be the  chief  operating  officer  of the
corporation unless the board of directors resolves otherwise.  In the absence of
the  chairman of the board of  directors,  the  president  shall  preside at all
meetings of the stockholders and the board of directors,  shall have general and
active  management  of the  business of the  corporation  and shall see that all
orders and resolutions of the board of directors are carried into effect.

     The president shall execute bonds,  mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.

                               THE VICE PRESIDENTS

     Section 8. In the absence of the  chairman of the board of directors or the
president or in the event of his inability or refusal to act, the vice president
(or in the event there be more than one vice  president,  the vice presidents in
the order  designated,  or in the  absence  of any  designation,  first any vice
presidents in the order of their election and then the remaining vice presidents
in the order of their  election) shall perform the duties of the chairman of the
board of  directors  or the  president,  and when so acting,  shall have all the
powers of and be subject to all the restrictions  upon the chairman of the board
of directors or the  president.  The vice  presidents  shall  perform such other
duties and shall have other  powers as the board of  directors  may from time to
time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

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


<PAGE>

     Section  10. The  assistant  secretary,  or if there be more than one,  the
assistant secretaries,  in the order determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the  secretary  and shall  perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.

                        TREASURER AND ASSISTANT TREASURER

     Section 11. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the board of directors.

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

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

     Section 14. The  assistant  treasurer,  of if there shall be more than one,
the assistant  treasurers in the order  determined by the board of directors (or
if there be no such determination,  then in the order of their election), shall,
in the absence of the  treasurer or in the event of his  inability or refusal to
act,  perform  the duties and  exercise  the powers of the  treasurer  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                            INDEMNIFICATION PROVISION

     Section  15. 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 reason of the fact that he is or was a director,
officer,  employee  or an agent of the  corporation  or is or was serving at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, against all
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred  by him in  connection  with the
defense or settlement of such action, suit or proceeding,  to the fullest extent
and in the manner set forth in and permitted by the General  Corporation  Law of
the State of Delaware,  as from time to time in effect, and any other applicable
law, as from time to time in effect. Such right of indemnification  shall not be
deemed exclusive of any other rights to which such director,  officer,  employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of each such person.

     The  foregoing  provisions of this Article shall be deemed to be a contract
between the corporation and each director, officer, employee or agent who serves
in such capacity at any time while this Article,  and the relevant provisions of
the General  Corporation Law of the State of Delaware and other  applicable law,
if any, are in effect,  and any repeal or modification  thereof shall not affect
any rights or obligations  then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore existing ^
or  any  action,  suit  or  proceeding  theretofore  or  thereafter  brought  or
threatened based in whole or in part upon any such state of facts.



<PAGE>

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Every  holder of stock in the  corporation  shall be entitled to
have a certificate, signed by, or in the name of the corporation by the chairman
of the board of directors,  the president or a vice  president and the treasurer
or an assistant  treasurer,  or the  secretary or an assistant  secretary of the
corporation, certifying the number of shares owned by him in the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the  certificates  issued  to  represent  any such  partly  paid
shares,  the total  amount of the  consideration  to be paid  therefor,  and the
amount paid thereon shall be specified.

     If the  corporation  shall be  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,  limitation  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 the 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.

     Section 2. Where a certificate  is  countersigned  (1) by a transfer  agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent  to the issuance  hereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal representative,  to advertise the same in such manner as it shall required
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     Section 4. Upon  surrender to the  corporation or the transfer agent of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     Section 5. In order that the  corporation  may determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any

<PAGE>

other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  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.

                             REGISTERED STOCKHOLDERS

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

                                   ARTICLE VII

                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

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

                                ANNUAL STATEMENT

     Section 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     CHECKS

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

                                   FISCAL YEAR

     Section 5. The fiscal year of the corporation  shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 6. The corporate seal shall have inscribed  thereon the name of the
corporation,  the  year of its  organization  and the  words,  "Corporate  Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.



<PAGE>

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These by-laws may be altered,  amended,  repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation, at
any regular  meeting of the  stockholders or of the board of directors or at any
special  meeting of the  stockholders  or of the board of directors if notice of
such  alteration,  amendment,  repeal or adoption of new by-laws be contained in
the  notice  of such  special  meeting  or if the board of  directors  otherwise
determines.