<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>ex3-1form8k_120407.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

                                                                    EXHIBIT 3.1
                                                                    -----------


                                    RESTATED

                                    BY-LAWS

                                       of

                        NORTH AMERICAN WATCH CORPORATION

                            ________________________


                                   ARTICLE 1

                                  DEFINITIONS

         As used in these By-laws,  unless the context otherwise requires,  the
term:

         1.1      "Assistant  Secretary"  means an  Assistant  Secretary of the
Corporation.

         1.2      "Assistant  Treasurer"  means an  Assistant  Treasurer of the
Corporation.

         1.3      "Board" means the Board of Directors of the Corporation.

         1.4      "Business Corporation Law" means the Business Corporation Law
of the State of New York, as amended from time to time.

         1.5      "By-laws"  means the  by-laws of the  Corporation,  as hereby
restated and as amended from time to time.

         1.6      "Certificate of Incorporation"  means the initial certificate
of incorporation of the Corporation, as amended,  supplemented or restated from
time to time.

         1.7      "Chairman"  means the  Chairman of the Board of  Directors of
the Corporation.

         1.8      "Corporation" means North American Watch Corporation.

<PAGE>
                                                                              2


         1.9      "Directors" means Directors of the Corporation.

         1.10     "Entire  Board" means the total number of Directors  that the
Corporation would have if there were no vacancies.

         1.11     "Office of the Corporation" means the executive office of the
Corporation, anything in Section 102(10) of the Business Corporation Law to the
contrary notwithstanding.

         1.12     "President" means the President of the Corporation.

         1.13     "Secretary" means the Secretary of the Corporation.

         1.14     "Share"  has the meaning  given such term in Section  2.10 of
these By-laws.

         1.15     "Treasurer" means the Treasurer of the Corporation.

         1.16     "Vice President" means a Vice President of the Corporation.


                                   ARTICLE 2

                                  SHAREHOLDERS

         2.1      PLACE OF MEETINGS.  Every  meeting of  shareholders  shall be
held at the office of the  Corporation or at such other place within or without
the  State of New York as shall be  specified  or fixed in the  notice  of such
meeting or in the waiver of notice thereof.

         2.2      ANNUAL  MEETING.  A  meeting  of  shareholders  shall be held
annually for the election of Directors and the transaction of other business at
such  hour  and on such  business  day in each  year  as may be  determined  by
resolution  adopted by the  affirmative  vote of a majority of the Entire Board
and designated in the notice of meeting.  Except as otherwise  provided by law,
at any annual meeting of shareholders, only such

<PAGE>
                                                                              3


business  shall be conducted  as shall have been  properly  brought  before the
annual meeting (a) by or at the direction of the chairman of the meeting or (b)
by any  shareholder  who complies with the procedures  hereinafter set forth in
this Section 2.2 or complies  with  applicable  federal  securities  laws.  For
business properly to be brought before an annual meeting by a shareholder,  the
shareholder must have given timely notice thereof in proper written form to the
Secretary.  To be timely, a shareholder's  notice must be delivered  personally
to, or mailed to and  received  at,  the  principal  executive  offices  of the
Corporation  not less  than 60 days nor more than 90 days  prior to the  annual
meeting;  PROVIDED,  HOWEVER, that if less than 70 days' notice or prior public
disclosure of the date of the annual meeting is given or made to  shareholders,
notice by the  shareholder  to be timely  must be  received  not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. To be
in proper  written  form, a  shareholder's  notice to the  Secretary  shall set
forth,  as to each matter the  shareholder  proposes to bring before the annual
meeting,  (i) a brief  description of each such item of business proposed to be
brought before the annual meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name and  address,  as they  appear  on the
Corporation's  books,  of the  shareholder  proposing such business,  (iii) the
class and number of shares held of record, held beneficially and represented by
proxy by such  shareholder  as of the record date for the meeting (if such date
has then been made publicly  available) and as of the date of such notice,  and
(iv) any material  interest of such shareholder in such business.  In addition,
the  shareholder  making such proposal  shall  promptly  provide any additional
information  the Corporation  shall  reasonably  request.  No business shall be
brought

<PAGE>
                                                                              4


before any annual meeting of shareholders of the Corporation  otherwise than as
provided in this Section 2.2. The chairman of an annual meeting  shall,  if the
facts  warrant,  determine and declare to the annual  meeting that business was
not  properly  brought  before  the  annual  meeting  in  accordance  with  the
provisions of this Section 2.2 and shall not be transacted.

         2.3      SPECIAL MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of  shareholders  for the election of Directors and the  transaction of
other  business is not held within the month  specified  in Section 2.2 hereof,
the  Board may call a special  meeting  of  shareholders  for the  election  of
Directors  and  the  transaction  of  other  business  as  soon  thereafter  as
convenient.

         2.4      OTHER SPECIAL  MEETINGS.  A special  meeting of  shareholders
(other than a special meeting for the election of Directors),  unless otherwise
prescribed by law, may be called at any time only at the direction of the Board
by resolution adopted by the affirmative vote of a majority of the Entire Board
or by the Chairman,  the President or the Secretary.  Upon a written request by
the  Board  to call a  special  meeting  of  shareholders,  the  Chairman,  the
President  or the  Secretary  shall  call such  meeting.  Except  as  otherwise
required by law,  shareholders of the  Corporation  shall not have the right to
request or call a special meeting of the  shareholders.  At any special meeting
of  shareholders  only such  business  may be  transacted  as is related to the
purpose or  purposes  of such  meeting  set forth in the notice  thereof  given
pursuant  to  Section  2.6  hereof or in any  waiver of  notice  thereof  given
pursuant to Section 2.7 hereof.

         2.5      FIXING  RECORD  DATE.  For the  purpose  of  determining  the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any

<PAGE>
                                                                              5


adjournment   thereof,   or  to  receive  payment  of  any  dividend  or  other
distribution or allotment of any rights, or any other lawful action,  the Board
may fix, in  advance,  a record  date.  Such date shall not be more than 50 nor
less than 10 days before the date of such meeting,  nor more than 50 days prior
to any other action. If no such record date is fixed:

                  2.5.1    the  record   date  for   determining   shareholders
entitled to notice of or to vote at a meeting of  shareholders  shall be at the
close of business on the day next  preceding  the day on which notice is given,
or, if no notice is given, the day on which the meeting is held; and

                  2.5.2    the record date for determining shareholders for any
purpose  other than that  specified  in Section  2.5.1 shall be at the close of
business on the day on which the Board adopts the resolution  relating thereto.
When a determination  of  shareholders  entitled to notice of or to vote at any
meeting of  shareholders  has been made as provided in this Section  2.5,  such
determination  shall apply to any adjournment  thereof unless the Board fixes a
new record date for the adjourned meeting.

         2.6      NOTICE OF  MEETINGS  OF  SHAREHOLDERS.  Except  as  otherwise
provided in Sections 2.5 and 2.7 hereof,  whenever  under the provisions of any
statute,  the Certificate of Incorporation  or these By-laws,  shareholders are
required or permitted to take any action at a meeting,  written notice shall be
given  stating the place,  date and hour of the meeting  and,  unless it is the
annual  meeting,  indicating  that it is being issued by or at the direction of
the person or persons  calling the meeting.  Notice of a special  meeting shall
also state the purpose or purposes for which the meeting is called.  If, at any

<PAGE>
                                                                              6


meeting,  action  is  proposed  to be taken  which  would,  if  taken,  entitle
shareholders  fulfilling  the  requirements  of  Section  623 of  the  Business
Corporation  Law ("Section 623") to receive payment for their shares of capital
stock, the notice of such meeting shall include a statement of that purpose and
to that effect and shall be  accompanied by a copy of Section 623 or an outline
of  its  material  terms.  Unless  otherwise  provided  by  any  statute,   the
Certificate  of  Incorporation  or these  By-laws,  a copy of the notice of any
meeting shall be given,  personally  or by first class mail,  not fewer than 10
nor more  than 50 days  before  the date of the  meeting,  to each  shareholder
entitled to notice of or to vote at such  meeting;  PROVIDED,  HOWEVER,  that a
copy of such notice may be given by third class mail not fewer than 24 nor more
than 50 days before the date of the  meeting.  If mailed,  such notice shall be
deemed to be given when  deposited  in the United  States  mail,  with  postage
prepaid, directed to the shareholder at his or her address as it appears on the
records of the  Corporation,  or, if the shareholder  shall have filed with the
Secretary a written request that notices be mailed to some other address,  then
directed  to the  shareholder  at  such  other  address.  An  affidavit  of the
Secretary  or other person  giving the notice or of the  transfer  agent of the
Corporation  that the notice required by this Section 2.6 has been given shall,
in the absence of fraud,  be PRIMA FACIE evidence of the facts stated  therein.
When a meeting is adjourned to another time or place,  notice need not be given
of the  adjourned  meeting if the time and place  thereof are  announced at the
meeting at which the  adjournment  is taken,  and at the adjourned  meeting any
business may be  transacted  that might have been  transacted at the meeting as
originally  called.  If,  however,  after the  adjournment a new record date is

<PAGE>
                                                                              7


fixed for the adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each  shareholder  of record on the new record date who is entitled to
notice.

         2.7      WAIVERS OF NOTICE. Notice of meeting need not be given to any
shareholder  who  submits  a signed  waiver of  notice,  in person or by proxy,
whether  before or after the meeting.  The  attendance of any  shareholder at a
meeting,  in person or by proxy,  without protesting prior to the conclusion of
the meeting the lack of notice of such  meeting,  shall  constitute a waiver of
notice by such shareholder.

         2.8      LIST OF SHAREHOLDERS. A list of shareholders as of the record
date,  certified  by  the  officer  of  the  Corporation  responsible  for  its
preparation,  or by a  transfer  agent,  shall be  produced  at any  meeting of
shareholders  upon the request thereat or prior thereto of any shareholder.  If
the right to vote at any meeting is challenged,  the inspectors of election, or
person  presiding  thereat,  shall  require  such  list of  shareholders  to be
produced as evidence  of the right of the  persons  challenged  to vote at such
meeting, and all persons who appear from such list to be shareholders  entitled
to vote thereat may vote at such meeting.

         2.9      QUORUM OF  SHAREHOLDERS;  ADJOURNMENT.  Except  as  otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, the
holders  of a  majority  in  voting  power  of the  outstanding  shares  of the
Corporation entitled to vote at any meeting of shareholders,  present in person
or represented by proxy,  shall  constitute a quorum for the transaction of any
business at such meeting,  provided  that when a specified  item of business is
required  to be voted on by a class or series  (if the  Corporation  shall then
have  outstanding  shares of more than one class or series)  voting as a class,
the  holders  of a  majority  of the  shares  of such  class  or  series  shall
constitute  a

<PAGE>
                                                                              8


quorum  (as to such  class  or  series)  for the  transaction  of such  item of
business.  When a quorum is once present to organize a meeting of shareholders,
it is not broken by the subsequent withdrawal of any shareholders.  The holders
of a majority of the shares of stock present in person or  represented by proxy
at any meeting of shareholders,  including an adjourned meeting, whether or not
a quorum is present, may adjourn such meeting to another time and place.

         2.10     VOTING; PROXIES. Unless otherwise provided in the Certificate
of  Incorporation,  every  shareholder  of record  shall be  entitled  at every
meeting of  shareholders  to one vote for each  share of  capital  stock of the
Corporation ("Share") standing in his or her name on the record of shareholders
determined  in  accordance  with  Section 2.5  hereof.  If the  Certificate  of
Incorporation  provides  for more or less  than one vote for any  shares on any
matter,  each reference in the By-laws or the Business  Corporation  Law to the
vote of a majority or other  proportion  of shares shall refer to a majority or
other  proportion of the votes of all of the voting  shares.  The provisions of
Section 612 of the Business  Corporation Law shall apply in determining whether
any shares may be voted and the persons,  if any, entitled to vote such shares,
but the  Corporation  shall be protected in assuming  that the persons in whose
names shares stand on the share ledger of the  Corporation are entitled to vote
such shares.  Holders of  redeemable  shares are not entitled to vote after the
notice of redemption  is mailed to such holders and a sum  sufficient to redeem
such  shares  has  been  deposited  with a  bank  or  trust  company  under  an
irrevocable  obligation to pay the holders the redemption price on surrender of
such shares.  At any meeting of shareholders  (at which a quorum was present to
organize the  meeting),  the  affirmative  vote of the holders of a majority in
voting  power

<PAGE>
                                                                              9


present  in  person  or  represented  by proxy and  entitled  to vote  shall be
required to effect action by  shareholders  (whether or not a quorum is present
when the vote is taken);  PROVIDED,  HOWEVER,  that the  affirmative  vote of a
plurality  in  voting  power  present  in person  or  represented  by proxy and
entitled to vote shall be required to effect elections of Directors.  In voting
on any  question on which a vote by ballot is required by law or is demanded by
any  shareholder  entitled to vote, the voting shall be by ballot.  Each ballot
shall be signed by the shareholder voting or the shareholder's  proxy and shall
state the number of shares  voted.  On all other  questions,  the voting may be
VIVA VOCE. Each shareholder entitled to vote at a meeting of shareholders or to
express  consent or dissent  without a meeting may authorize  another person or
persons to act for such shareholder by proxy.  The validity and  enforceability
of any proxy shall be determined in accordance with Section 609 of the Business
Corporation  Law.  Every  proxy  shall  be  revocable  at the  pleasure  of the
shareholder  executing it,  except as otherwise  provided by Section 609 of the
Business Corporation Law.

         2.11     VOTING  PROCEDURES  AND INSPECTORS OF ELECTION AT MEETINGS OF
SHAREHOLDERS. The Board, in advance of any meeting of shareholders, may appoint
one or more  inspectors to act at the meeting or any adjournment  thereof.  The
Board may designate one or more persons as alternate  inspectors to replace any
inspector  who fails to act. If no  inspector  or alternate is able to act at a
meeting, the person presiding at the meeting may appoint, and on the request of
any shareholder  entitled to vote thereat shall appoint, one or more inspectors
to act at the meeting.  Each  inspector,  before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict  impartiality  and according to the best of his or her

<PAGE>
                                                                             10


ability.  The  inspector or  inspectors  shall  determine  the number of shares
outstanding  and the  voting  power  of each,  the  shares  represented  at the
meeting,  the  existence of a quorum and the validity and effect of proxies and
shall receive votes, ballots or consents, hear and determine all challenges and
questions  arising in connection with the right to vote, count and tabulate all
votes,  ballots or consents and determine the result, and shall do such acts as
are proper to conduct the election or vote with  fairness to all  shareholders.
On request of the person  presiding at the meeting or any shareholder  entitled
to vote thereat,  the inspector or inspectors shall make a report in writing of
any challenge, question or matter determined by the inspector or inspectors and
execute a  certificate  of any fact found by the inspector or  inspectors.  Any
report or certificate  made by the inspector or inspectors shall be PRIMA FACIE
evidence of the facts stated and of the vote as  certified by the  inspector or
inspectors.  The  inspectors may appoint or retain other persons or entities to
assist the  inspectors in the  performance  of their duties.  Unless  otherwise
provided by the Board,  the date and time of the opening and the closing of the
polls for each matter upon which the shareholders  will vote at a meeting shall
be determined by the person  presiding at the meeting and shall be announced at
the meeting.  No ballot,  proxies or votes, or any revocation thereof or change
thereto,  shall be  accepted by the  inspectors  after the closing of the polls
unless the courts of the State of New York upon  application  by a  shareholder
shall determine otherwise.

         2.12     ORGANIZATION. At each meeting of shareholders,  the Chairman,
or in the  absence of the  Chairman,  the  President,  or in the absence of the
Chairman and the President,  a Vice  President,  and in case more than one Vice
President shall be present,  that Vice President designated by the Board (or in
the absence of any such designation,

<PAGE>
                                                                             11


the most senior Vice President,  based on age, present),  shall act as chairman
of the meeting.  The  Secretary,  or in his or her absence one of the Assistant
Secretaries,  shall  act as  secretary  of the  meeting.  In  case  none of the
officers  above  designated  to act as chairman or  secretary  of the  meeting,
respectively,  shall be present,  a chairman or a secretary of the meeting,  as
the case may be,  shall be  chosen  by a  majority  of the  votes  cast at such
meeting  by the  shareholders  present  in person or  represented  by proxy and
entitled to vote at the meeting.

         2.13     ORDER OF  BUSINESS.  The  Chairman of the meeting  shall have
sole  authority to  prescribe  the agenda and rules of order for the conduct of
each meeting of  shareholders  and to determine all questions  arising  thereat
relating to the order of business  and the  conduct of the  meeting,  except as
otherwise required by law. Notwithstanding the foregoing, the order of business
to be  followed at any meeting at which a quorum is present may be changed by a
majority  of the votes  cast at such  meeting  by the  shareholders  present in
person or represented by proxy and entitled to vote at the meeting.

         2.14     WRITTEN CONSENT OF SHAREHOLDERS WITHOUT A MEETING. Any action
required or permitted to be taken by the holders of the issued and  outstanding
stock of the  Corporation  may be effected  at an annual or special  meeting of
shareholders  duly called and held in accordance with law and the Corporation's
Certificate of  Incorporation  or such action may be taken without a meeting on
written  consent,  setting forth the action so taken,  signed by the holders of
all outstanding shares entitled to vote thereon.

<PAGE>
                                                                             12


                                   ARTICLE 3

                                   DIRECTORS

         3.1      GENERAL   POWERS.   Except  as  otherwise   provided  in  the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed  by or under the  direction  of the Board.  The Board may adopt such
rules and regulations,  not inconsistent  with the Certificate of Incorporation
or these By-laws or  applicable  laws, as it may deem proper for the conduct of
its meetings and the management of the  Corporation.  In addition to the powers
expressly  conferred  by these  By-laws,  the Board may exercise all powers and
perform all acts that are not required,  by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the shareholders.

         3.2      NUMBER;   QUALIFICATION;   TERM  OF  OFFICE.  The  number  of
Directors  constituting the Board shall not be fewer than three, except that if
and  when  all the  shares  of  capital  stock  of the  Corporation  are  owned
beneficially  and of record by fewer  than  three  shareholders,  the number of
Directors   may  be  fewer  than  three  but  not  fewer  than  the  number  of
shareholders.  Subject  to the  provisions  of the  preceding  sentence  and of
Section 702(b) of the Business  Corporation  Law, the number of Directors shall
be six  and  may  thereafter  be  changed  from  time  to  time  solely  by the
affirmative  vote of a majority of the  directors  in office at the time of the
vote, provided that any such action does not operate to remove a director other
than in the manner  prescribed in the  Certificate  of  Incorporation  or these
By-laws.  Each Director shall be at least eighteen years of age. Directors need
not be  shareholders.  Each Director  shall be elected to hold office until the
annual meeting of  shareholders  next following  such  Director's  election and
until such

<PAGE>
                                                                             13


Director's  successor shall have been elected and shall qualify,  or until such
Director's earlier death, resignation or removal.

         3.3      ELECTION.  Subject to the rights of the  holders of any class
or series of stock having a preference over the common stock as to dividends or
upon liquidation,  nominations for the election of Directors of the Corporation
may be made by the Board of  Directors or by any  shareholder  entitled to vote
for the  election  of  Directors.  Any  shareholder  entitled  to vote  for the
election  of  Directors  at a meeting  may  nominate  persons  for  election as
Directors only in compliance  with  applicable  federal  securities  laws or if
written notice of such  shareholder's  intent to make such nomination is given,
either by personal delivery or by United States mail,  postage prepaid,  to the
Secretary  (a) with  respect to an election to be held at an annual  meeting of
shareholders,  not less than 60 days nor more than 90 days in  advance  of such
meeting, and (b) with respect to an election to be held at a special meeting of
shareholders  for the  election  of  Directors,  not  later  than the  close of
business on the tenth day following the date on which notice of such meeting is
first given to shareholders. Each such notice shall set forth: (i) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated,  (ii) a  representation  that the  shareholder is a
holder of record of stock of the  Corporation  entitled to vote at such meeting
and  intends  to appear in person or by proxy at the  meeting to  nominate  the
person  or  persons  specified  in  the  notice,  (iii)  a  description  of all
arrangements or understandings between the shareholder and each 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,  (iv) such other
information  regarding each nominee  proposed by such shareholder as would have
been

<PAGE>
                                                                             14


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 and (v) the consent of each
nominee to serve as a Director if so elected.  The  chairman of the meeting may
refuse to acknowledge  the nomination of any person not made in compliance with
the  foregoing  procedure.  Directors  shall,  except as otherwise  required by
statute or by the  Certificate of  Incorporation,  be elected by a plurality of
the votes cast at a meeting of  shareholders  by the holders of shares entitled
to vote in the election.

         3.4      NEWLY CREATED  DIRECTORSHIPS AND VACANCIES.  Unless otherwise
provided in the  Certificate  of  Incorporation,  newly  created  directorships
resulting  from an increase in the number of  Directors  and  vacancies  on the
Board resulting from death, resignation, retirement, disqualification,  removal
or other cause,  shall be filled only by the affirmative  vote of a majority of
the remaining  Directors,  even though less than a quorum of the Board, or by a
sole remaining Director;  and a majority of the Entire Board may fill a vacancy
that results from an increase in the number of Directors. A Director elected to
fill a vacancy, unless elected by the shareholders, shall hold office until the
meeting of shareholders  next following such  Director's  election at which the
election  of  Directors  is in the  regular  order of  business  and until such
Director's  successor shall have been elected and shall qualify,  or until such
Director's earlier death,  resignation or removal. No decrease in the number of
directors constituting the Board of Directors or change in the restrictions and
qualifications for Directors shall shorten the term of any incumbent Director.

<PAGE>
                                                                             15


         3.5      RESIGNATION.  Any  Director may resign at any time by written
notice to the  Corporation.  Such  resignation  shall  take  effect at the time
therein  specified,  and, unless otherwise  specified in such resignation,  the
acceptance of such resignation shall not be necessary to make it effective.

         3.6      REMOVAL. No Director may be removed except for cause and only
by the  affirmative  vote of the holders of at least  sixty-six and  two-thirds
percent  (66-2/3%) of the voting power of the  outstanding  shares  entitled to
vote at an election of Directors.

         3.7      COMPENSATION.  Each Director, in consideration of his or her
service as such,  shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at Directors'  meetings,  or both, as the
Board may from time to time  determine,  together  with  reimbursement  for the
reasonable  out-of-pocket  expenses,  if  any,  incurred  by such  Director  in
connection with the  performance of his or her duties.  Each Director who shall
serve as a member of any committee of Directors in  consideration of serving as
such shall be  entitled  to such  additional  amount per annum or such fees for
attendance at committee  meetings,  or both, as the Board may from time to time
determine,   together  with  reimbursement  for  the  reasonable  out-of-pocket
expenses,  if any,  incurred by such Director in the  performance of his or her
duties.  Nothing contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.

         3.8      TIMES AND PLACES OF  MEETINGS.  The Board may hold  meetings,
both regular and special,  either within or without the State of New York.  The
times and

<PAGE>
                                                                             16


places  for  holding  meetings  of the Board may be fixed  from time to time by
resolution  of the Board or (unless  contrary to a resolution  of the Board) in
the notice of the meeting.

         3.9      ANNUAL  MEETINGS.  On the day when and at the place where the
annual  meeting of  shareholders  for the election of Directors is held, and as
soon as practicable thereafter,  the Board may hold its annual meeting, without
notice of such  meeting,  for the  purposes of  organization,  the  election of
officers and the transaction of other business. The annual meeting of the Board
may be held at any other time and place specified in a notice given as provided
in Section  3.11  hereof for  special  meetings  of the Board or in a waiver of
notice thereof.

         3.10     REGULAR  MEETINGS.  Regular meetings of the Board may be held
without  notice at such times and at such  places as shall from time to time be
determined by the Board.

         3.11     SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President or the Secretary or by any two or more Directors
on at least  one  day's  notice  to each  Director  given  by one of the  means
specified in Section 3.14 hereof other than by mail, or on at least three days'
notice if given by mail.  Special  meetings  shall be  called by the  Chairman,
President or Secretary in like manner and on like notice on the written request
of any two or more of the Directors.

         3.12     TELEPHONE  MEETINGS.  Directors  or members of any  committee
designated  by the Board may  participate  in a meeting of the Board or of such
committee by means of conference telephone or similar communications  equipment
by means of which all persons participating in the meeting can hear each other,
and  participation  in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

<PAGE>
                                                                             17


         3.13     ADJOURNED  MEETINGS.  A majority of the Directors  present at
any meeting of the Board,  including  an  adjourned  meeting,  whether or not a
quorum is present, may adjourn such meeting to another time and place. At least
one day's notice of any  adjourned  meeting of the Board shall be given to each
Director whether or not present at the time of the adjournment,  if such notice
shall be given by one of the means  specified in Section 3.14 hereof other than
by mail,  or at least  three  days'  notice  if by mail.  Any  business  may be
transacted  at an  adjourned  meeting  that might have been  transacted  at the
meeting as originally called.

         3.14     NOTICE  PROCEDURE.  Subject to Sections 3.11 and 3.17 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws,  notice is required to be given to any Director,  such notice
shall be deemed given  effectively if given in person or by telephone,  by mail
addressed  to such  Director  at such  Director's  address as it appears on the
records of the  Corporation,  with  postage  thereon  prepaid,  or by telegram,
telex, telecopy or similar means addressed as aforesaid.

         3.15     WAIVER  OF  NOTICE.  Whenever  the  giving  of any  notice is
required by statute,  the  Certificate of  Incorporation  or these  By-laws,  a
waiver thereof,  in writing,  signed by the person or persons  entitled to said
notice,  whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting  except when the person attends a
meeting for the express purpose of objecting,  at the beginning of the meeting,
to the  transaction of any business on the ground that the meeting has not been
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the  Directors or a committee of
Directors  need be

<PAGE>
                                                                             18


specified in any written  waiver of notice  unless so required by statute,  the
Certificate of Incorporation or these By-laws.

         3.16     ORGANIZATION.  At each meeting of the Board, the Chairman, or
in the  absence  of the  Chairman  the  President,  or in  the  absence  of the
President,  a chairman  chosen by a majority of the  Directors  present,  shall
preside.  The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary  shall be absent from any meeting of the Board, an Assistant
Secretary  shall  perform the duties of secretary at such  meeting;  and in the
absence from any such meeting of the Secretary  and all Assistant  Secretaries,
the person  presiding at the meeting may appoint any person to act as secretary
of the meeting.

         3.17     QUORUM OF DIRECTORS.  The presence in person of a majority of
the  Directors  in office  shall be  necessary  to  constitute a quorum for the
transaction of business at any meeting of the Board.

         3.18     ACTION  BY  MAJORITY  VOTE.  Except as  otherwise  expressly
required by statute,  the Certificate of  Incorporation  or these By-laws,  the
vote of a  majority  of the  Directors  present  at the time of the vote,  if a
quorum is present at such time, shall be the act of the Board.

         3.19     ACTION WITHOUT MEETING.  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 or of any  committee  thereof  may be
taken without a meeting if all Directors or members of such  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.

<PAGE>
                                                                             19


                                   ARTICLE 4

                            COMMITTEES OF THE BOARD

         The Board may,  by  resolution  passed by a vote of the entire  Board,
designate one or more committees, each committee to consist of three or more of
the Directors of the Corporation. The Board may designate one or more Directors
as alternate members of any committee to replace absent or disqualified members
at any meeting of such committee. Any such committee, to the extent provided in
a resolution of the Board passed as aforesaid,  shall have and may exercise all
the powers and  authority  of the Board in the  management  of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
impressed on all papers that may require it, but no such  committee  shall have
the power or authority of the Board in reference to submitting to  shareholders
any matter that  requires  shareholder  approval,  filling of  vacancies on the
Board or on any committee, fixing the compensation of the Directors for serving
on the  Board or on any  committee,  amending  or  repealing  the  By-laws,  or
adopting new By-laws or amending or repealing any  resolution of the Board that
includes among its terms a provision that it is not so amendable or repealable.
Such committee or committees shall have such name or names as may be determined
from  time  to  time by  resolution  adopted  by the  Board.  Unless  otherwise
specified  in the  resolution  of the Board  designating  a  committee,  at all
meetings of such  committee  a majority  of the total  number of members of the
committee shall  constitute a quorum for the  transaction of business,  and the
vote of a majority  of the members of the  committee  present at any meeting at
which there is a quorum shall be the act of the committee. Each committee shall
keep regular minutes of its meetings. Unless the Board otherwise

<PAGE>
                                                                             20


provides,  each  committee  designated by the Board may make,  alter and repeal
rules for the  conduct  of its  business.  In the  absence  of such  rules each
committee  shall conduct its business in the same manner as the Board  conducts
it business pursuant to Article 3 of these By-laws.


                                   ARTICLE 5

                                    OFFICERS

         5.1      POSITIONS.  The  officers  of  the  Corporation  shall  be  a
Chairman, a President,  a Secretary, a Treasurer and such other officers as the
Board  may  appoint,  including  one or more  Vice  Presidents  and one or more
Assistant Secretaries and Assistant Treasurers,  who shall exercise such powers
and perform such duties as shall be determined  from time to time by the Board.
The  Board  may  designate  one or  more  Vice  Presidents  as  Executive  Vice
Presidents or Senior Vice Presidents and may use  descriptive  words or phrases
to designate the standing, seniority or areas of special competence of the Vice
Presidents elected or appointed by it. Any number of offices may be held by the
same person, except the offices of President and Secretary;  PROVIDED, HOWEVER,
that if all of the  issued  and  outstanding  shares  of  capital  stock of the
Corporation  are  owned  by  one  person,  such  person  may  hold  all  or any
combination of offices.

         5.2      APPOINTMENT.  The officers of the Corporation shall be chosen
by the  Board  annually  or at such  other  time or  times as the  Board  shall
determine.

         5.3      COMPENSATION.   The  compensation  of  all  officers  of  the
Corporation shall be fixed by the Board, unless such action is delegated by the
Board (or a committee thereof) to another officer or employee. No officer shall
be prevented  from

<PAGE>
                                                                             21


receiving a salary or other compensation by reason of the fact that the officer
is also a Director.

         5.4      TERM OF OFFICE.  Each officer of the  Corporation  shall hold
office until such  officer's  successor  is chosen and  qualifies or until such
officer's earlier death,  resignation or removal. Any officer may resign at any
time upon written notice to the Corporation. Such resignation shall take effect
at the date of  receipt  of such  notice or at such  later  time as is  therein
specified,  and, unless otherwise specified, the acceptance of such resignation
shall not be  necessary to make it  effective.  The  resignation  of an officer
shall be without  prejudice to the contract rights of the Corporation,  if any.
Any officer  elected or appointed by the Board may be removed at any time, with
or without  cause,  by vote of a  majority  of the Entire  Board.  Any  vacancy
occurring in any office of the  Corporation  shall be filled by the Board.  The
removal of an officer without cause shall be without prejudice to the officer's
contract rights, if any. The election or appointment of an officer shall not of
itself create contract rights.

         5.5      FIDELITY  BONDS.  The  Corporation may secure the fidelity of
any or all of its officers or agents by bond or otherwise.

         5.6      CHAIRMAN.  The Chairman shall be the Chief Executive  Officer
of the  Corporation  and shall  preside at all  meetings of the Board and shall
exercise such powers and perform such other duties as shall be determined  from
time to time by the Board. The Chairman may sign and execute in the name of the
Corporation deeds, mortgages,  bonds, contracts and other instruments except in
cases in which the signing and execution  thereof shall be expressly  delegated
by the  Board  or by  these  By-laws  to some  other  officer  or  agent of the
Corporation or shall be required by statute  otherwise to

<PAGE>
                                                                             22


be signed or executed  and, in general,  the Chairman  shall perform all duties
incident to the office of Chairman of a  corporation  and such other  duties as
may from time to time be assigned to the Chairman by the Board.

         5.7      PRESIDENT. The President shall be the Chief Operating Officer
of the Corporation and shall have general  supervision over the business of the
Corporation, subject, however, to the control of the Chairman, the Board and of
any duly authorized committee of Directors.  The President shall preside at all
meetings  of the  shareholders  and at all  meetings  of the Board at which the
Chairman is not present.  The President may sign and execute in the name of the
Corporation deeds, mortgages,  bonds, contracts and other instruments except in
cases in which the signing and execution  thereof shall be expressly  delegated
by the  Board  or by  these  By-laws  to some  other  officer  or  agent of the
Corporation or shall be required by statute  otherwise to be signed or executed
and, in general,  the President shall perform all duties incident to the office
of President of a corporation and such other duties as may from time to time be
assigned to the President by the Board.

         5.8      VICE  PRESIDENTS.   At  the  request  of  the  Chairman,  the
President,  or,  in  their  absence,  at the  request  of the  Board,  the Vice
Presidents  shall (in such order as may be  designated  by the Board or, in the
absence of any such  designation,  in order of seniority  based on age) perform
all of the duties of the President  and, in so  performing,  shall have all the
powers of, and be subject to all  restrictions  upon, the  President.  Any Vice
President may sign and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases in which the signing and
execution thereof shall be expressly delegated by the Board or by these By-laws
to some other

<PAGE>
                                                                             23


officer or agent of the Corporation,  or shall be required by statute otherwise
to be signed or  executed,  and each Vice  President  shall  perform such other
duties as from time to time may be assigned to such Vice President by the Board
or by the President.

         5.9      SECRETARY.  The  Secretary  shall  attend all meetings of the
Board (except when  specifically  requested not to attend all or a portion of a
meeting  by a  majority  of the  Directors  present  at a  meeting)  and of the
shareholders  and shall record all the proceedings of the meetings of the Board
and of the  shareholders  in a book to be kept  for  that  purpose,  and  shall
perform like duties for committees of the Board,  when required.  The Secretary
shall give, or cause to be given,  notice of all special  meetings of the Board
and  of  the  shareholders  and  shall  perform  such  other  duties  as may be
prescribed  by the  Board or by the  President,  under  whose  supervision  the
Secretary  shall be. The Secretary  shall have custody of the corporate seal of
the  Corporation,  and the  Secretary,  or an Assistant  Secretary,  shall have
authority  to  impress  the same on any  instrument  requiring  it, and when so
impressed  the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary.  The Board may give general authority to
any other officer to impress the seal of the Corporation and to attest the same
by such officer's  signature.  The Secretary or an Assistant Secretary may also
attest all  instruments  signed by the  President  or any Vice  President.  The
Secretary  shall  have  charge  of all the  books,  records  and  papers of the
Corporation  relating to its  organization  and management,  shall see that the
reports,  statements and other documents  required by statute are properly kept
and filed and, in general,  shall perform all duties  incident to the office of
Secretary  of a  corporation  and such other duties as may from time to time be
assigned to the Secretary by the Board, the Chairman or the President.

<PAGE>
                                                                             24


         5.10     TREASURER.  The  Treasurer  shall have charge and custody of,
and be responsible  for, all funds,  securities  and notes of the  Corporation;
receive and give  receipts for moneys due and payable to the  Corporation  from
any sources  whatsoever;  deposit all such moneys and  valuable  effects in the
name  and to the  credit  of the  Corporation  in such  depositaries  as may be
designated  by the  Board;  against  proper  vouchers,  cause  such funds to be
disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be  determined  by the Board and be  responsible
for the accuracy of the amounts of all moneys so disbursed;  regularly enter or
cause to be entered in books or other records  maintained  for the purpose full
and  adequate  account of all moneys  received  or paid for the  account of the
Corporation;  have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial   transactions  of  the  Corporation  from  the  officers  or  agents
transacting  the same;  render to the  President  or the  Board,  whenever  the
President or the Board shall  require the Treasurer so to do, an account of the
financial condition of the Corporation and of all financial transactions of the
Corporation;  exhibit at all reasonable  times the records and books of account
to any of the Directors upon application at the office of the Corporation where
such  records  and books are kept;  disburse  the funds of the  Corporation  as
ordered by the Board;  and,  in  general,  perform  all duties  incident to the
office of Treasurer of a corporation  and such other duties as may from time to
time be assigned to the Treasurer by the Board, the Chairman or the President.

         5.11     ASSISTANT  SECRETARIES  AND ASSISTANT  TREASURERS.  Assistant
Secretaries  and  Assistant  Treasurers  shall  perform such duties as shall be
assigned to

<PAGE>
                                                                             25


them by the Secretary or by the Treasurer,  respectively,  or by the Board, the
Chairman or the President.


                                   ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         6.1      EXECUTION  OF  CONTRACTS.  The  Board,  except  as  otherwise
provided in these By-laws,  may  prospectively or  retroactively  authorize any
officer or officers,  employee or employees or agent or agents, in the name and
on behalf of the Corporation, to enter into any contract or execute and deliver
any  instrument,  and any such authority may be general or confined to specific
instances, or otherwise limited.

         6.2      LOANS. The Board may prospectively or retroactively authorize
the President or any other  officer,  employee or agent of the  Corporation  to
effect loans and advances at any time for the Corporation  from any bank, trust
company or other institution,  or from any firm, corporation or individual, and
for such loans and  advances  the person so  authorized  may make,  execute and
deliver   promissory  notes,  bonds  or  other  certificates  or  evidences  of
indebtedness  of the  Corporation,  and, when authorized by the Board so to do,
may pledge and  hypothecate or transfer any securities or other property of the
Corporation  as  security  for any  such  loans  or  advances.  Such  authority
conferred  by the Board may be general or confined to  specific  instances,  or
otherwise limited.

         6.3      CHECKS,  DRAFTS, ETC. All checks, drafts and other orders for
the payment of money out of the funds of the  Corporation  and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such  manner as shall  from time to time be  determined  by  resolution  of the
Board.

<PAGE>
                                                                             26


         6.4      DEPOSITS. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation  with such
banks,  trust companies,  investment banking firms,  financial  institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.


                                   ARTICLE 7

                              SHARES AND DIVIDENDS

         7.1      CERTIFICATES AND  UNCERTIFICATED  SHARES. The shares shall be
represented  by  certificates  or shall be  uncertificated  shares  that may be
evidenced by a book-entry system maintained by the registrar of such shares, or
a  combination  of both.  If  shares  are  represented  by  certificates,  such
certificates  shall be in the form  (consistent  with the provisions of Section
508 of the Business  Corporation  Law) as shall be approved by the Board.  Such
certificates shall be signed by the Chairman, the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, and may be impressed with the seal of the Corporation or a facsimile
thereof.  The signatures of the officers upon a certificate  may be facsimiles,
if the  certificate  is  countersigned  by a transfer  agent or registered by a
registrar other than the Corporation itself or its employee,  or the shares are
listed on a  registered  national  securities  exchange.  In case any  officer,
transfer  agent or registrar  who has signed or whose  facsimile  signature has
been placed upon any certificate shall have ceased to be such officer, transfer
agent or registrar  before such  certificate is issued,  such  certificate may,
unless

<PAGE>
                                                                             27


otherwise  ordered by the  Board,  be issued by the  Corporation  with the same
effect as if such person were such officer,  transfer agent or registrar at the
date of issue.

         Within  a   reasonable   time  after  the   issuance  or  transfer  of
uncertificated  shares,  the  Corporation  shall send to the  registered  owner
thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the
Business Corporation Law.

         7.2      TRANSFER OF SHARES.  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,  assignation  or  authority to
transfer, it shall be the duty of the Corporation to issue a new certificate or
evidence of the issuance of uncertificated  shares to the shareholder  entitled
thereto,  cancel  the old  certificate  and  record  the  transaction  upon the
Corporation's  books. Every certificate  exchanged,  returned or surrendered to
the Corporation shall be marked "Cancelled," with the date of cancellation,  by
the  Secretary  or  an  Assistant  Secretary  or  the  transfer  agent  of  the
Corporation.

         Upon the receipt of proper transfer  instructions  from the registered
owner of uncertificated  shares, such uncertificated shares shall be cancelled,
issuance of new equivalent  uncertificated  shares or certificated shares shall
be made to the  shareholder  entitled  thereto  and the  transaction  shall  be
recorded upon the books of the  Corporation.  If the Corporation has a transfer
agent or  registrar  acting on its  behalf,  the  signature  of any  officer or
representative thereof may be in facsimile.

         A  person  in  whose  name  shares  shall  stand  on the  books of the
Corporation shall be deemed the owner thereof to receive dividends,  to vote as
such

<PAGE>
                                                                             28


owner and for all other  purposes as respects the  Corporation.  No transfer of
shares  shall  be  valid as  against  the  Corporation,  its  shareholders  and
creditors for any purpose, except to render the transferee liable for the debts
of the  Corporation  to the extent  provided by law,  until such transfer shall
have been entered on the books of the  Corporation by an entry showing from and
to whom transferred.

         7.3      TRANSFER AND REGISTRY  AGENTS.  The Corporation may from time
to time maintain one or more transfer offices or agents and registry offices or
agents at such  place or places as may be  determined  from time to time by the
Board.

         7.4      LOST,  DESTROYED,  STOLEN  AND  MUTILATED  CERTIFICATES.  The
holder of any shares  represented by a certificate shall immediately notify the
Corporation of any loss,  destruction,  theft or mutilation of the  certificate
representing  such shares,  and the Corporation may issue (i) a new certificate
or  certificates  or (ii)  uncertificated  shares  in place of the  certificate
previously  issued by the  Corporation  alleged to have been  lost,  destroyed,
stolen or mutilated.  The Board may, in its  discretion,  as a condition to the
issue of any such new certificate or uncertificated  shares,  require the owner
of the lost, destroyed,  stolen or mutilated  certificate,  or his or her legal
representatives,  to  make  proof  satisfactory  to the  Board  of  such  loss,
destruction,  theft or mutilation  and to advertise such fact in such manner as
the Board may require,  and to give the Corporation and its transfer agents and
registrars,  or such of them as the Board may require,  a bond in such form, in
such  sums and with such  surety  or  sureties  as the  Board  may  direct,  to
indemnify the Corporation  and its transfer  agents and registrars  against any
claim  that  may be  made  against  any of  them on  account  of the  continued
existence  of any such

<PAGE>
                                                                             29


certificate  so alleged to have been lost,  destroyed,  stolen or mutilated and
against any expense in connection with such claim.

         7.5      RULES AND  REGULATIONS.  The  Board  may make such  rules and
regulations as it may deem expedient,  not  inconsistent  with these By-laws or
with the  Certificate  of  Incorporation,  concerning  the issue,  transfer and
registration of certificates representing shares or uncertificated shares.

         7.6      RESTRICTION  ON  TRANSFER  OF  SHARES.  If any  two  or  more
shareholders or subscribers  for shares shall enter into any agreement  whereby
the  rights  of any one or more of them to sell,  assign,  transfer,  mortgage,
pledge, hypothecate, or transfer on the books of the Corporation, any or all of
such shares held by them shall be  abridged,  limited or  restricted,  and if a
copy of such agreement  shall be filed with the Corporation and shall contain a
provision  that the  certificates,  if any,  representing  shares subject to it
shall bear a reference to such agreement,  then all  certificates  representing
shares covered or affected by said agreement shall have such reference  thereto
endorsed  thereon;  and such shares shall not  thereafter be transferred on the
books of the Corporation  except in accordance with the terms and provisions of
such agreement.


                                   ARTICLE 8

                                INDEMNIFICATION

         8.1      INDEMNITY  UNDERTAKING.  To the extent not prohibited by law,
the Corporation shall indemnify any person who is or was made, or threatened to
be made,  a party to any  threatened,  pending  or  completed  action,  suit or
proceeding  (a  "Proceeding"),   whether  civil,  criminal,  administrative  or
investigative,  including,  without limitation, an action by or in the right of
the  Corporation to procure a judgment in its

<PAGE>
                                                                             30


favor, by reason of the fact that such person,  or a person of whom such person
is  the  legal  representative,  is  or  was  a  Director  or  officer  of  the
Corporation,  or is or was  serving  in any  capacity  at  the  request  of the
Corporation  for any other  corporation,  partnership,  joint  venture,  trust,
employee  benefit  plan  or  other  enterprise  (an  "Other  Entity"),  against
judgments,  fines,  penalties,  excise taxes,  amounts paid in  settlement  and
costs, charges and expenses (including, without limitation, attorneys' fees and
disbursements).  Notwithstanding  the foregoing,  no  indemnification  shall be
provided  to or on behalf of any  Director or officer of the  Corporation  if a
judgment  or other  final  adjudication  adverse  to such  Director  or officer
establishes  that (a) his or her acts were  committed  in bad faith or were the
result of active and deliberate  dishonesty  and, in either case, were material
to the cause of action so  adjudicated  or (b) he or she  personally  gained in
fact a financial  profit or other  advantage to which he or she was not legally
entitled.  Persons who are not Directors or officers of the  Corporation may be
similarly  indemnified in respect of service to the  Corporation or to an Other
Entity at the  request of the  Corporation  to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 8.

         8.2      ADVANCEMENT OF EXPENSES.  The Corporation shall, from time to
time,  reimburse or advance to any Director or officer or other person entitled
to  indemnification  hereunder  the funds  necessary  for payment of  expenses,
including, without limitation,  attorneys' fees and disbursements,  incurred in
connection  with any  Proceeding,  in advance of the final  disposition of such
Proceeding;  PROVIDED,  HOWEVER,  that, if required by the Business Corporation
Law, such expenses incurred by or on behalf of any Director or officer or other
person may be paid in advance of the final  disposition

<PAGE>
                                                                             31


of a Proceeding only upon receipt by the  Corporation of an undertaking,  by or
on behalf of such Director or officer (or other person indemnified  hereunder),
to repay any such amount so advanced if it shall  ultimately  be  determined by
final  judicial  decision  from which there is no further  right of appeal that
such Director,  officer or other person is not entitled to be  indemnified  for
such expenses.

         8.3      DETERMINATION   OF   INDEMNIFICATION.   Any   indemnification
permitted  hereunder  (unless  ordered  by  a  court)  shall  be  made  by  the
Corporation  only if  authorized  in the specific  case upon a finding that the
Director  or  officer  (or  other  person  indemnified  hereunder)  has met the
standard of conduct set forth in Section 722 of the  Business  Corporation  Law
("Section  722").  Such  determination  shall  be made  (a) by the  Board  by a
majority  vote of a quorum  consisting of Directors who were or are not parties
to such  proceeding,  (b) if  such a  quorum  is not  obtainable,  or,  even if
obtainable, if a quorum of disinterested Directors so directs, (i) by the Board
upon the opinion in writing of independent  legal counsel that  indemnification
is proper under the circumstances  because the standard of conduct set forth in
Section 722 has been met or (ii) by the  shareholders,  by a vote of a majority
in voting power of those shares voting on the question, upon a finding that the
standard of conduct set forth in Section 722 has been met.

         8.4      RIGHTS  NOT  EXCLUSIVE.  The  rights to  indemnification  and
reimbursement  or advancement of expenses  provided by, or granted pursuant to,
this  Article 8 shall not be deemed  exclusive  of any other  rights to which a
person seeking  indemnification or reimbursement or advancement of expenses may
have  or  hereafter  be  entitled  under  any  statute,   the   Certificate  of
Incorporation,  these  By-laws,  any  agreement,

<PAGE>
                                                                             32


any vote of shareholders 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.

         8.5      CONTINUATION OF BENEFITS.  The rights to indemnification  and
reimbursement  or advancement of expenses  provided by, or granted pursuant to,
this Section 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified  hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

         8.6      INSURANCE.  The Corporation  shall have the power to purchase
and  maintain  insurance  to indemnify  (a) itself for any  obligation  that it
incurs as a result of the  indemnification  of Directors and officers under the
provisions  of this  Article 8 or (b) any  Director or officer in  instances in
which he or she may be  indemnified  under the  provisions  of this  Article 8,
against any liability  asserted,  whether or not the Corporation would have the
power to indemnify  such person  against such  liability  under the laws of the
State of New York, subject to the limitations  imposed under Section 726 of the
Business Corporation Law (or any successor Section).

         8.7      SECURITY.   To   secure   payment   of  any   obligation   of
indemnification or advancement of expenses provided by, or granted pursuant to,
this  Article  8, the  Corporation  may create a trust  fund,  grant a security
interest or use other means (including, without limitation, a letter of credit)
to  insure  the  payment  of  such  sums  as may  become  necessary  to  effect
indemnification or advancement of expenses as provided herein.

         8.8      BINDING  EFFECT.  The provisions of this Section 8 shall be a
contract  between  the  Corporation,  on the one hand,  and each  Director  and
officer  who serves in

<PAGE>
                                                                             33


such  capacity  at any time  while  this  Section 8 is in effect  and any other
person  indemnified  hereunder,  on the  other  hand,  pursuant  to  which  the
Corporation  and each  such  Director,  officer  or other  person  intend to be
legally  bound.  No repeal or  modification  of this Article 8 shall affect any
rights or  obligations  with respect to any state of facts then or  theretofore
existing or  thereafter  arising or any  proceeding  theretofore  or thereafter
brought or threatened based in whole or in part upon any such state of facts.

         8.9      PROCEDURAL  RIGHTS.   The  rights  to   indemnification   and
reimbursement  or advancement of expenses  provided by, or granted pursuant to,
this  Article  8  shall  be  enforceable   by  any  person   entitled  to  such
indemnification  or  reimbursement  or  advancement of expenses in any court of
competent  jurisdiction.  The burden of proving  that such  indemnification  or
reimbursement  or  advancement of expenses is not  appropriate  shall be on the
Corporation.  Neither the failure of the  Corporation  (including  its Board of
Directors,  its independent  legal counsel and its shareholders) to have made a
determination   prior  to  the   commencement   of  such   action   that   such
indemnification  or  reimbursement  or advancement of expenses is proper in the
circumstances  nor an actual  determination  by the Corporation  (including its
Board of Directors,  its independent legal counsel and its  shareholders)  that
such  person  is not  entitled  to such  indemnification  or  reimbursement  or
advancement  of expenses  shall  constitute a defense to the action or create a
presumption  that such person is not so  entitled.  Such a person shall also be
indemnified  for  any  expenses   incurred  in  connection  with   successfully
establishing  his or her  right to such  indemnification  or  reimbursement  or
advancement of expenses, in whole or in part, in any such proceeding.

<PAGE>
                                                                             34


         8.10     SERVICE  DEEMED AT  CORPORATION'S  REQUEST.  Any  Director or
officer of the Corporation  serving in any capacity (a) another  corporation of
which  a  majority  of the  shares  entitled  to vote  in the  election  of its
directors  is held,  directly  or  indirectly,  by the  Corporation  or (b) any
employee  benefit plan of the  Corporation  or any  corporation  referred to in
clause (a) shall be deemed to be doing so at the request of the Corporation.

         8.11     ELECTION  OF  APPLICABLE  LAW.  Any  person  entitled  to  be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this  Section 8 may elect to have the right to  indemnification  or
reimbursement  or  advancement  of  expenses  interpreted  on the  basis of the
applicable  law in effect at the time of the  occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such  indemnification  or
reimbursement  or  advancement  of expenses is sought.  Such election  shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; PROVIDED,  HOWEVER, that if
no such  notice is given,  the right to  indemnification  or  reimbursement  or
advancement  of expenses  shall be  determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.


                                   ARTICLE 9

                               BOOKS AND RECORDS

         9.1      BOOKS  AND  RECORDS.  There  shall  be kept at the  principal
office of the  Corporation  correct and  complete  records and books of account
recording  the financial  transactions  of the  Corporation  and minutes of the
proceedings of the shareholders,  the Board and any committee of the Board. The
Corporation  shall keep at

<PAGE>
                                                                             35


the office of the  Corporation  in New York,  or at the office of the  transfer
agent or  registrar  of the  Corporation,  a record  containing  the  names and
addresses of all shareholders,  the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.

         9.2      FORM OF RECORDS. Any records maintained by the Corporation in
the  regular  course of its  business,  including  its share  ledger,  books of
account,  and minute books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable  time.  The  Corporation  shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         9.3      INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided
by law, the Board shall  determine from time to time whether,  and, if allowed,
when and under what conditions and regulations,  the accounts,  books,  minutes
and other  records  of the  Corporation,  or any of them,  shall be open to the
shareholders for inspection.


                                   ARTICLE 10

                                      SEAL

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

<PAGE>
                                                                             36


                                   ARTICLE 11

                                  FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.


                                   ARTICLE 12

                              PROXIES AND CONSENTS

         Unless otherwise  directed by the Board, the Chairman,  the President,
any Vice  President,  the Secretary or the  Treasurer,  or any one of them, may
execute and deliver on behalf of the Corporation proxies respecting any and all
shares or interests of any Other  Entity  owned by the  Corporation  appointing
such person or persons as the officer  executing  the same shall deem proper to
represent  and vote the shares or interests so owned at any and all meetings of
holders of shares or interests,  whether general or special,  and/or to execute
and  deliver  consents  respecting  such  shares  or  interests;  or any of the
aforesaid officers may attend any meeting of the holders of shares or interests
of such Other  Entity and thereat  vote or exercise  any or all other powers of
the Corporation as the holder of such shares or interests.


                                   ARTICLE 13

                               EMERGENCY BY-LAWS

         Unless  the  Certificate  of  Incorporation  provides  otherwise,  the
following provisions of this Article 13 shall be effective during an emergency,
which is defined as when,  in the event of attack,  the New York State  defense
council orders the effectiveness of emergency by-laws. During such emergency:

<PAGE>
                                                                             37


         13.1     NOTICE TO BOARD  MEMBERS.  Any one member of the Board or any
one of  the  following  officers:  Chairman,  President,  any  Vice  President,
Secretary,  or  Treasurer,  may call a  meeting  of the  Board.  Notice of such
meeting need be given only to those  Directors whom it is practicable to reach,
and may be given in any practical  manner,  including by publication and radio.
Such  notice  shall be given at least six hours  prior to  commencement  of the
meeting.

         13.2     TEMPORARY  DIRECTORS AND QUORUM.  One or more officers of the
Corporation  present at the emergency Board meeting, as is necessary to achieve
a quorum,  shall be considered  to be Directors  for the meeting,  and shall so
serve in order of rank, and within the same rank, in order of seniority. In the
event  that less than a quorum of the  Directors  are  present  (including  any
officers  who are to serve  as  Directors  for the  meeting),  those  Directors
present  (including  the  officers  serving as  Directors)  shall  constitute a
quorum.

         13.3     ACTIONS  PERMITTED TO BE TAKEN.  The Board as  constituted in
Section  13.2,  and  after  notice  as set forth in  Section  13.1 may:

                  13.3.1     prescribe  emergency  powers to any officer of the
      Corporation;

                  13.3.2     delegate  to any officer or  Director,  any of the
      powers of the Board;

                  13.3.3     designate  lines of  succession  of  officers  and
      agents,  in the  event  that any of them are  unable to  discharge  their
      duties;

                  13.3.4     relocate  the  principal  place  of  business,  or
      designate successive or simultaneous principal places of business; and

<PAGE>
                                                                             38


                  13.3.5     take any other convenient,  helpful,  or necessary
      action to carry on the business of the Corporation.


                                   ARTICLE 14

                                   AMENDMENTS

         These By-laws may be altered, amended, or repealed and new By-laws may
be  adopted  by the  affirmative  vote  of  sixty-six  and  two-thirds  percent
(66-2/3%) of the Entire Board;  PROVIDED,  HOWEVER,  that any By-laws  altered,
amended, or repealed by the Board of Directors may be amended or repealed,  and
any By-laws may be made, by the  shareholders  by the  affirmative  vote of the
holders of at least  sixty-six and two-thirds  percent  (66-2/3%) of the voting
power of the  outstanding  shares entitled to vote in the election of Directors
(excluding for this purpose any right of holders of preferred  stock to elect a
limited number of Directors).

         Any  repeal  or  modification  of  the  foregoing   paragraph  by  the
shareholders  shall not adversely  affect any right or protection of a Director
existing at the time of such repeal or modification.  If any By-law  regulating
an impending election of Directors is adopted, altered,  amended,  supplemented
or repealed by the Board,  such By-law  shall be set forth in the notice of the
next meeting of shareholders for election of Directors, together with a concise
statement of the changes made.


</TEXT>
</DOCUMENT>
