<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>7
<FILENAME>file007.txt
<DESCRIPTION>EX A-6 BYLAWS OF BANGOR VAR
<TEXT>

EXHIBIT A-6

                                     BY-LAWS
                                       OF
                              BANGOR VAR CO., INC.




                                   ARTICLE ONE

                                     OFFICES

     The principal  office of this  corporation  shall be in the City of Bangor,
Maine,  at such place as the Board of Directors may from time to time designate,
and the  Company  shall have and  maintain  such  other  offices as the Board of
Directors may deem expedient.

                                   ARTICLE TWO
                                  STOCKHOLDERS

     Section 1. The  Annual  Meeting  of the  Stockholders  shall be held on the
fourth Tuesday in April of each year, or within sixty days thereafter, upon such
date as the Board of  Directors or the  President of the Company may  designate,
for the election of a Board of Directors  and for the  transaction  of any other
business that may be brought before such meeting. In case of the failure for any
cause to hold such  meeting  and  election  on said  fourth  Tuesday in April or
within sixty days thereafter as above provided, said election may be held at any
special meeting of the stockholders called for the purpose.


<PAGE>




     Section 2. Written or printed  notice  stating the place,  day, and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten days before the date
of the meeting,  either  personally  or by mail,  by or at the  direction of the
president,  or the clerk, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed to the  shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

     Section 3. For the purposes of determining  stockholders entitled to notice
of, or to vote at, any meeting of stockholders or any  adjournment  thereof,  or
stockholders  entitled  to  receive  payment  of  any  dividend,  or to  make  a
determination  of  shareholders  for any  other  proper  purpose,  the  board of
directors of the  corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed sixty days. In lieu of closing the
stock  transfer  books,  the board of directors may fix in advance a date as the
record date for any such  determination of stockholders,  such date in any event
to be not more than sixty  days,  and in case of a meeting of  stockholders  not
less than 24 days  prior to the date on which the  particular  action  requiring
such determination of stockholders is to be taken.


<PAGE>



     If the stock  transfer books are not closed and no record date is fixed for
the  determination  of  stockholders  entitled  to  notice  of, or to vote at, a
meeting of  stockholders,  or of  stockholders  entitled to receive payment of a
dividend, the date that notice of the meeting is mailed or the date on which the
resolution of the board of directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  stockholders.
When a  determination  of  stockholders  entitled  to  vote  at any  meeting  of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof except where the  determination  has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

     Section 4. A majority of the outstanding shares of the corporation entitled
to vote,  represented  in  person or by proxy,  shall  constitute  a quorum at a
meeting of stockholders.  If less than a majority of such outstanding shares are
represented at a meeting,  a majority of the shares so  represented  may adjourn
the meeting from time to time without further notice.  At such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might  have  been  transacted  at  the  meeting  as  originally  notified.   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.

     Section 5. At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the  stockholder  or by his duly  authorized  attorney in
fact. Such proxy shall be filed with the clerk of the  corporation  before or at
the time of the meeting.

     Section  6.  Subject  to  the  provisions  of  any  applicable   law,  each
outstanding  share entitled to vote shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.

                                  ARTICLE THREE
                               BOARD OF DIRECTORS

     Section 1. The business and affairs of the corporation  shall be managed by
its board of directors.


<PAGE>



     Section  2. The  number of  directors  of the  corporation  shall be three.
Directors shall be elected at the annual meeting of  stockholders,  and the term
of  office  of  each  director  shall  be  until  the  next  annual  meeting  of
stockholders and the election and qualification of his successor. Directors need
not be  residents  of the  State of Maine  and need not be  stockholders  of the
corporation.

     Section  3. A  regular  meeting  of the  board of  directors  shall be held
without notice other than this bylaw  immediately after and at the same place as
the annual  meeting of  stockholders.  The board of directors  may  provide,  by
resolution,  the time and place for holding  additional regular meetings without
other notice than such resolution.  Additional regular meetings shall be held at
the principal office of the corporation in the absence of any designation in the
resolution.

     Section 4. Special  meetings of the board of directors  may be called by or
at the request of the president or any two  directors,  and shall be held at the
principal  office of the corporation or at such other place as the directors may
determine.

     Section 5. Notice of any special  meeting  shall be given at least 48 hours
before the time fixed for the meeting, by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered  when deposited in the United States mail
so addressed,  with postage thereon  prepaid,  not less than three days prior to
the  commencement  of the  above-stated  notice  period.  If  notice is given by
telegram,  such  notice  shall be deemed to be  delivered  when the  telegram is
delivered  to the  telegraph  company.  Any  director  may  waive  notice of any
meeting.  The attendance of a director at a meeting shall constitute a waiver of
notice of such  meeting,  except  where a  director  attends  a meeting  for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted at, nor the purpose,  of any regular or special  meeting of the board
of  directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.


<PAGE>



     Section 6. A  majority  of the number of  directors  fixed by these  bylaws
shall  constitute a quorum for the transaction of business at any meeting of the
board of directors,  but if less than such  majority is present at a meeting,  a
majority of the  directors  present  may  adjourn the meeting  from time to time
without further notice.

     Section 7. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the board of directors.

     Section 8. Any vacancy occurring in the board of directors may be filled by
the affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any directorship to
be filled by reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of stockholders called for
that purpose.

     Section 9. By resolution  of the board 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.

     Section  10. A director of the  corporation  who is present at a meeting of
the board of directors at which action on any corporate matter is taken shall be
presumed  to have  assented  to the action  taken  unless his  dissent  shall be
entered  in the  minutes  of the  meeting  or unless he shall  file his  written
dissent to such action with the person acting as the clerk of the meeting before
the adjournment  thereof or shall forward such dissent by registered mail to the
clerk 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.


<PAGE>



                                  ARTICLE FOUR
                                    OFFICERS

     Section l. The officers of the  corporation  shall be a  president,  one or
more  vice-presidents  (the  number  thereof  to be  determined  by the board of
directors), a clerk and a treasurer,  each of whom shall be elected by the board
of  directors.  Such other  officers  and  assistant  officers  as may be deemed
necessary may be elected or appointed by the board of directors. Any two or more
offices may be held by the same person.

     Section 2. The  officers of the  corporation  to be elected by the board of
directors  shall be  elected  annually  at the  first  meeting  of the  board of
directors held after each annual meeting of the stockholders. If the election of
officers  is not  held at such  meeting,  such  election  shall  be held as soon
thereafter as is convenient.  Each officer shall hold office until his successor
has been duly elected and qualifies or until his death or until he resigns or is
removed in the manner hereinafter provided.

     Section  3. Any  officer  or agent  elected  or  appointed  by the board of
directors may be removed by the board of directors  whenever in its judgment the
best  interests of the  corporation  would be served  thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     Section 4. A vacancy in any office because of death, resignation,  removal,
disqualification  or otherwise,  may be filled by the board of directors for the
unexpired portion of the term.

     Section  5. The  powers  and  duties of the  several  officers  shall be as
provided  from time to time by  resolution  or other  directive  of the board of
directors. In the absence of such provisions, the respective officers shall have
the powers and shall  discharge  the duties  customarily  and  usually  held and
performed by like officers of corporations  similar in organization and business
purposes to this corporation.


<PAGE>



     Section 6. The salaries of the officers shall be fixed from time to time by
the board of directors,  and no officer shall be prevented  from  receiving such
salary by reason of the fact that he is also a director of the corporation.

                                  ARTICLE FIVE
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     Section 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 and on behalf of the corporation,  and such authority may
be general or confined to specific instances.

     Section 2. No loans shall be contracted on behalf of the corporation and no
evidences of  indebtedness  shall be issued in its name unless  authorized  by a
resolution of the board of directors.  Such authority may be general or confined
to specific instances.

     Section 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,  agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the
board of directors.

     Section 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 depositaries as the board of directors may select.


<PAGE>




                                   ARTICLE SIX
                                    DIVIDENDS

     The board of directors may from time to time declare,  and the  corporation
may pay,  dividends on its outstanding shares in the manner and on the terms and
conditions provided by law.

                                  ARTICLE SEVEN
                                WAIVER OF NOTICE

     Whenever any notice is required to be given to any  stockholder or director
of the corporation  under the provisions of these bylaws or under the provisions
of the  articles  of  incorporation  or under the  provisions  of law,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

                                  ARTICLE EIGHT
                                   AMENDMENTS

     These  bylaws may be altered,  amended,  or repealed  and new bylaws may be
adopted by the board of  directors  at any  regular  or  special  meeting of the
board; provided, however, that the number of directors shall not be increased or
decreased nor shall the provisions of Article Two,  concerning the stockholders,
be  substantially  altered  without the prior approval of the  stockholders at a
regular or special meeting of the stockholders, or by written consent.

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