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                                  KELRAE, INC.

                                     BY-LAWS

                                    ARTICLE I
                                     Offices

             SECTION 1. Registered Office in Delaware. The registered office of
the Corporation (as defined in Article IX below) in the State of Delaware shall
be located at 103 Foulk Road, Suite 202, in the City of Wilmington, County of
New Castle, and the name of the resident agent in charge thereof shall be The
Corporation Trust Company.

             SECTION 2. Principal Executive Office. The principal executive
office of the Corporation shall be located at 103 Foulk Road, Suite 202,
Wilmington, Delaware, or such other location as the Board of Directors shall
determine.

             SECTION 3. Other Offices. In addition to the registered office in
the State of Delaware and the principal executive office, the Corporation may
have offices at such other places 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. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article IX below) and these By-Laws shall be
held on the date and at the time fixed from time to time by the









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Board of Directors within thirteen (13) months after the date of the preceding
annual meeting. The annual meeting of stockholders of the Corporation shall not
be called or held otherwise than as provided in the Certificate of Incorporation
or in these By-Laws.

             SECTION 2. Special Meeting. Special meetings of stockholders of the
Corporation may be called only at the direction of the President or the Board of
Directors.

             SECTION 3. Place of Meeting. Annual and special meetings of
stockholders of the Corporation shall be held at the registered office of the
Corporation in the City of Wilmington, County of New Castle, State of Delaware,
unless some other place within or without the State of Delaware shall have been
fixed by a resolution adopted by the Board and designated in the notice of
meeting.

             SECTION 4. Notice of Meetings. Notice of every meeting of
stockholders of the Corporation, annual or special, stating the time, place and,
in general terms, the purpose or purposes thereof, shall be given by the
President or the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of stockholders may be dispensed with if every
stockholder entitled to notice of and to vote at such meeting shall attend,
either in person or by proxy, or if every absent stockholder entitled to such
notice and vote shall, in a writing or writings filed with the records of the
meeting either before or after the holding thereof, waives such notice.

             SECTION 5. Means of Giving Notice. A notice of any annual or
special meeting of stockholders of the Corporation may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to the stockholder at such stockholder's address appearing on the
books of the Corporation or given by such stockholder to the Corporation for the

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purpose of notice. If a stockholder gives no address to the Corporation for the
purpose of notice, notice is duly given to such stockholder if sent by mail or
other means of written communication addressed to the place where the registered
office of the Corporation is situated, or if published, at least once in a
newspaper of general circulation in the county in which such office is located.

             SECTION 6. Time of Notice. Any required notice of any meeting of
stockholders of the Corporation shall be sent to each stockholder entitled
thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.

             SECTION 7. Record Date. The record date for determining
stockholders entitled to notice of and to vote at any meeting of stockholders of
the Corporation shall be that date, not less than ten (10) nor more than sixty
(60) days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board of Directors, or, if no such date is
fixed for such purpose by the Board of Directors, the date next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is
waived, the day next preceding the day on which the meeting is held.

             SECTION 8. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders of the Corporation, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
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 (10) 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 the meeting, or, if not specified, at the place

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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.

             SECTION 9. Quorum. At any meeting of stockholders of the
Corporation the presence in person or by proxy of the holders of a majority in
voting power of the outstanding stock of the Corporation entitled to vote shall
constitute a quorum for the transaction of business brought before the meeting
in accordance with the Certificate of Incorporation and these By-Laws and, a
quorum being present, the affirmative vote of the holders of a majority in
voting power present in person or represented by proxy and entitled to vote
shall be required to effect action by stockholders; 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. The stockholders present at any duly organized meeting of
stockholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to have less than a quorum.

             SECTION 10. Adjournment. Any meeting of stockholders of the
Corporation may be adjourned from time to time, without notice other than by
announcement at the meeting by the chairman of the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, however, that if the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

             SECTION 11. Organization. At every meeting of stockholders of the
Corporation, the President or, in the absence of such officer, such individual
as shall have been designated by the President or, if such officer has not done
so, by a resolution adopted by the

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affirmative vote of a majority of the Board of Directors, shall act as chairman
of the meeting. The Secretary of the Corporation or, in the absence of such
officer, an Assistant Secretary, if any, in attendance or, in the absence of the
Secretary and an Assistant Secretary, an individual appointed by the chairman of
the meeting shall act as secretary of the meeting and keep a record of the
proceedings of the meeting.

             SECTION 12. Agenda and Rules of Order. The chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of any meeting of stockholders of the Corporation 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.

             SECTION 13. Conduct of Business at Meetings. Except as otherwise
provided by law, at any annual or special meeting of stockholders of the
Corporation only such business shall be conducted as shall have been properly
brought before the meeting. In order to be properly brought before the meeting,
such business must have either been:

        (A) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors; or

        (B)  brought before the meeting at the direction of the President or the
             Board of Directors.

             SECTION 14. Stockholder Action by Consent. 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 stockholders or
by the consent in writing of such stockholders or any of them, which writing
shall be filed with the minutes of proceedings of the stockholders.

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                                   ARTICLE III

                               Board of Directors

             SECTION 1. Board of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

             SECTION 2. Qualification of Director. Each director shall be at
least eighteen (18) years of age. Directors need not be stockholders of the
Corporation.

             SECTION 3. Number of Directors. The Board of Directors shall
consist of not fewer than two (2) nor more than fifteen (15) individuals, the
exact number to be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of directors then in office.

             SECTION 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the stockholders at the annual meeting of
stockholders and each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.

             SECTION 5. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, retirement, disqualification or removal or any other
cause (including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent

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director.

             SECTION 6. Resignation of Directors. Any director may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, and if no time be specified, shall take effect at the
time of its receipt by the President or the Secretary of the Corporation. The
acceptance of a resignation shall not be necessary to make it effective, but no
resignation shall discharge any accrued obligation or duty of a director.

             SECTION 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with or without cause, only by
the affirmative vote of the holders of two-thirds (2/3) of the voting power of
the outstanding capital stock of the Corporation entitled to vote in the
election of directors, voting as a single class.

             SECTION 8. Quorum of Directors. Except as otherwise required by law
or by the Certificate of Incorporation or by these By-Laws, (i) a majority of
the directors in office at the time of a duly assembled meeting shall constitute
a quorum and be sufficient for the transaction of business, and (ii) any act of
a majority of the directors present at a meeting at which there is a quorum
shall be the act of the Board of Directors.

             SECTION 9. Place of Meeting. Subject to the provisions of Section
10 of this Article III, the Board of Directors may hold any meeting at such
place or places within or without the State of Delaware as it may determine.

             SECTION 10. Organization Meeting. After each annual meeting of
stockholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of stockholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of Article
V), and the transaction of other business.

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             SECTION 11. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and at such places within or without the
State of Delaware as the Board of Directors shall from time to time determine.

             SECTION 12. Special Meetings. Special meetings of the Board of
Directors may be called by the President or any director, and any such meeting
shall be held at such time and at such place within or without the State of
Delaware as shall be specified in the notice of meeting.

             SECTION 13. Notice of Meetings. Subject to the provisions of
Section 10 of this Article III, notice of the place, day and hour of every
meeting of the Board of Directors shall be given to each director by mailing
such notice at least two (2) days before the meeting to his or her last known
address or by personally delivering, telegraphing or telephoning such notice to
him or her at least twenty-four (24) hours before the meeting.

             SECTION 14. Organization. A majority of the directors present may
elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.

             SECTION 15. Order of Business. Unless otherwise determined by the
Board of Directors the order of business and rules of order at any meeting of
the Board of Directors shall be determined by the chairman of the meeting.

             SECTION 16. Adjournment. Any meeting of the Board of Directors may
be adjourned from time to time by a majority of the directors present, whether
or not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the

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announcement of such adjournment at the meeting.

             SECTION 17. Action by Board of Directors Without a 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 of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writings are filed with the minutes of the proceedings of the
Board of Directors or committee, as the case may be.

             SECTION 18. Action by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
the Board of Directors or of such committee, as the case may be, 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 in such manner shall constitute presence in person at such a meeting.

             SECTION 19. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the Corporation such
compensation as the Board of Directors shall from time to time determine,
together with reimbursement for reasonable expenses incurred by him or her in
attending meetings of the Board of Directors. Each director who shall serve as a
member of any committee of the Board of Directors, in consideration of his or
her serving as such, shall be entitled to such additional compensation as the
Board of Directors shall from time to time determine, together with
reimbursement for reasonable expenses incurred by him or her in attending
meetings of such committee. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

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                                   ARTICLE IV

                             Committees of Directors

             SECTION 1. Committees. By resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may appoint
one or more committees, which may include as members directors only or directors
and non-directors, as the Board of Directors may from time to time consider
desirable, and such committees shall have such powers and duties as the Board of
Directors shall determine and as shall be specified in the resolution of
appointment; provided, however, that the powers and duties of any such committee
whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.

             SECTION 2. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, and to fill vacancies in the membership of a committee. No committee
appointed pursuant to this Article IV shall have the power to fill any vacancy
in the membership of such committee. Any committee appointed pursuant to Section
1 of this Article IV shall exist at the pleasure of the Board of Directors,
which Board shall have the power at any time by the affirmative vote of a
majority of the Board of Directors to change the powers and duties of any such
committee or to dissolve it.

             SECTION 3. Committee Meetings. Regular meetings of a committee
appointed pursuant to this Article IV shall be held at such times and at such
places within or without the State of Delaware as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall be required. Special meetings of any committee may be called

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by the chairman of such committee or by the Chairman and Chief Executive Officer
or by the President and Chief Operating Officer, and shall be called by the
Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee. A committee shall keep regular minutes of its meetings and all
action taken or resolutions adopted shall be reported to the Board of Directors
at the meeting of the Board next following such action.

                                    ARTICLE V

                                    Officers

             SECTION 1. Executive Officers. At the organization meeting of the
Board of Directors following the annual meeting of stockholders, the Board of
Directors shall elect as executive officers of the Corporation a President, a
Secretary and a Treasurer, and may elect as executive officers of the
Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive
Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive
officers elected by the Board of Directors are referred to in these By-Laws as
"Executive Officers." The

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Board of Directors may from time to time appoint such other officers and agents
of the Corporation as the interests of the Corporation may require and may fix
their duties and terms of office. To the extent permitted by law, any number of
offices may be held by the same person.

             SECTION 2. Other Officers. In addition to the Executive Officers
elected by the Board of Directors pursuant to Section 1 of this Article V, the
President may from time to time appoint such other officers of the Corporation,
including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Controllers, as the interests of the Corporation may
require (the "Other Officers"); provided, however, that no Other Officer may be
appointed to the office of Chairman, Chairman Emeritus, Vice Chairman,
President, Executive Vice President, Senior Vice President, Secretary or
Treasurer. Each appointment of an Other Officer shall be in writing and shall
set forth the duties of the Other Officer being appointed and, subject to
Section 3 of this Article V, such officer's term of office.

             SECTION 3. Term of Office. Each Executive Officer shall hold office
until the organization meeting of the Board of Directors following the annual
meeting of stockholders next succeeding such officer's election and until such
officer's successor is elected and qualified, or until such officer's earlier
death, resignation, retirement or removal. Each Other Officer shall hold office
for a term to be decided by the appointing President; provided, however, that no
such term shall be for a period longer than the term of office of the appointing
President.

             SECTION 4. Removal of Officers. Any Executive Officer or Other
Officer may be removed from office with or without cause at any time by the
affirmative vote of a majority of the Board of Directors. Any Other Officer may
be removed from office at any time with or without cause by the President.

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             SECTION 5. Vacancies. A vacancy in any Executive Office or Other
Office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. A vacancy in any Other Office arising from any
cause may be filled for the unexpired portion of the term by the President.

             SECTION 6. Compensation of Officers. The salaries or compensation,
if any, of the President shall be fixed by the Board of Directors. The salaries
or compensation of the other Executive Officers, and of the Other Officers and
division officers, if there be any, may be fixed from time to time by the Board
of Directors or the President.

             SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The
Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors.

             SECTION 8. President. The President shall be the chief executive
officer and chief operating officer of the Corporation and, subject to the
control of the Board of Directors, shall have general charge and control of the
business, operations and affairs of the Corporation, with power and authority,
when acting in the ordinary course of business of the Corporation, in the name
and on behalf of the Corporation and under its seal attested by the Secretary or
an Assistant Secretary of the Corporation, or otherwise, to, (i) execute and
deliver agreements, contracts, certificates and other instruments, (ii) purchase
and accept delivery of stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, whether
negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all
stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation and
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maintain accounts with banking institutions, including investment banks and
brokerage firms. Such officer shall perform all other duties and enjoy all other
powers which are commonly incident to the office of President or which are
delegated to such officer by the Board of Directors shall preside at meetings of
stockholders of the Corporation.

             SECTION 9. Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents Elected by the Board. The Executive Vice Presidents, the Senior
Vice Presidents and the Vice Presidents elected by the Board of Directors
pursuant to Section 1 of this Article V, if there be any, shall have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the President.

             SECTION 10. Secretary. The Secretary shall record the proceedings
of all meetings of stockholders of the Corporation and of the Board of Directors
which such officer attends in a book or books to be kept for that purpose. Such
officer shall attend to the giving and serving of all notices on behalf of the
Corporation, shall have custody of the records and the seal of the Corporation
and shall affix the seal to any instrument which requires the seal of the
Corporation. Such officer shall, in general, perform all the duties and
functions incident to the office of Secretary and shall also perform such other
duties as may from time to time be assigned to such officer by the Board of
Directors or the President.

             SECTION 11. Treasurer. The Treasurer shall have custody and control
of all funds and securities of the Corporation, except as otherwise provided by
the Board of Directors. Such officer shall keep full and accurate accounts of
all receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money 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

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Directors, and shall render to the President or the Board of Directors, whenever
any of them may require it, an account of all such officer's transactions as
Treasurer and an account of the financial condition of the Corporation. Such
officer shall also perform such other duties as may from time to time be
assigned to such officer by the Board of Directors or the President.

             SECTION 12. Powers and Duties of Other Officers. The Other Officers
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.

                                   ARTICLE VI

                                  Capital Stock

             SECTION 1. Certificates. Each stockholder of the Corporation shall
be entitled to a certificate or certificates signed by or in the name of the
Corporation by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer, an Executive Vice President or a Senior Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, certifying the number of shares of stock of the Corporation owned by
such stockholder. Any or all of the signatures on the certificates 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, she
or it was such officer, Transfer Agent or Registrar at the date of issue.

             All certificates of each class or series shall be consecutively
numbered and shall be entered in the books of the Corporation as they are
issued. Every certificate shall certify the name

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of the Person owning the shares represented thereby, with the number of shares
and the date of issue. The names and addresses of all Persons owning shares of
the Corporation, with the number of shares owned by each and the date or dates
of issue of the shares held by each, shall be entered in the books of the
Corporation kept for that purpose by the proper officers, agents or employees of
the Corporation.

             The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and, accordingly, 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 Persons, whether
or not it has actual or other notice thereof, except as provided by law.

             SECTION 2. Cancellation of Certificates. All certificates
surrendered to the Corporation shall be cancelled and, except in the case of
lost, stolen or destroyed certificates, no new certificates shall be issued
until the former certificate or certificates for the same number of shares of
the same class of stock have been surrendered and cancelled.

             SECTION 3. Lost, Stolen or Destroyed Certificates. 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 the fact
by the Person claiming the certificate or certificates to be lost, stolen or
destroyed. In its discretion and as a condition precedent to the issuance of any
such new certificate or certificates, the Board of Directors may require that
the owner of such lost, stolen or destroyed certificate or certificates, or such
Person's legal representative, advertise the same in such manner as the Board
shall require and/or give the Corporation and its Transfer Agent or Agents,
Registrar or Registrars a bond in such form and amount as the Board of Directors
may direct as indemnity against

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any claim that may be made against the Corporation and its Transfer Agent or
Agents, Registrar or Registrars, and that the owner requesting such new
certificate or certificates obtain a final order or decree of a court of
competent jurisdiction as such owner's right to receive such new certificate or
certificates.

             SECTION 4. Transfer of Shares. Shares of stock shall be
transferable on the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, upon the surrender of the certificate or
certificates representing the shares to be transferred, properly endorsed, with
such proof or guarantee of the authenticity of the signature as the Corporation
or its agents may reasonably require.

             SECTION 5. Transfer Agents and Registrars. The Corporation may have
one or more Transfer Agents and one or more Registrars of its stocks, whose
respective duties the Board of Directors may define from time to time. No
certificate of stock shall be valid until countersigned by a Transfer Agent, if
the Corporation shall have a Transfer Agent, or until registered by the
Registrar, if the Corporation shall have a Registrar. The duties of Transfer
Agent and Registrar may be combined.

             SECTION 6. Closing of Transfer Books and Fixing of Record Date. The
Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any dividend, or the date
for the allotments of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of stockholders for any
purpose, provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date,

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which shall not be more than sixty (60) days nor less than ten (10) days before
the date of any meeting of stockholders nor more than sixty (60) days before the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders, and only
such stockholders as shall be stockholders of record on the date so fixed, shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                                   ARTICLE VII

                       Contracts, Checks, Drafts, Proxies

             SECTION 1. Execution of Contracts. The Board of Directors may
authorize any Executive or Other Officer, agent or employee of the Corporation
to enter into any contract or execute and deliver any instrument in the name or
on behalf of the Corporation, and such authority may be general or confined to
specific instances, and, unless so authorized by the Board of Directors, no
Executive or Other Officer, agent or employee except the President shall have
any power or authority to bind the Corporation by any contract or to pledge its
credit or to render it liable

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pecuniarily for any purpose or to any amount.

             SECTION 2. Loans. No loan shall be contracted in the name or on
behalf of the Corporation, and no evidence of indebtedness shall be issued,
endorsed or accepted in its name, or on its behalf, unless authorized by the
Board of Directors. Such authority may be general or confined to specific
instances. When so authorized, the Executive or Other Officer, agent or employee
thereunto authorized may effect loans and advances at any time for the
Corporation from any Person (including any bank, trust company or other
institution) and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized as aforesaid, as security for the payment of any and all loans
and advances may make, execute and deliver promissory notes or other evidences
of indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time owned or held
by the Corporation, and to that end execute instruments of mortgage or pledge or
otherwise transfer such property.

             SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes or other
evidences of indebtedness, bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by the President
and or such other Executive Officer or Other Officer, agent, attorney, or
employee of the Corporation as shall from time to time be determined by the
Board of Directors or the President.

             SECTION 4. Proxies in Respect of Securities of Other Corporations.
The President and such other Executive or Other Officers as are designated by
the President are authorized to vote by casting a ballot in person or by voting
by proxy on behalf of the Corporation

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the shares owned by the Corporation of the stock or other securities in any
other Corporation at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation.

                                  ARTICLE VIII

                                 Indemnification

        The Corporation shall, and by reason of the enactment of this By-Law
hereby does, indemnify each and every individual (including his or her heirs,
executors and assigns) who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is or was a director, Executive Officer or Other Officer of the
Corporation, or, while a director, Executive Officer or Other Officer of the
Corporation, 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 expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding, to the full extent that it has the power to do so under
Delaware Law. Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any agreement, contract
of insurance, vote of stockholders or disinterested directors, or other By-Laws
or otherwise, or of or other By-Laws or otherwise, or of the broader power of
the Corporation to indemnify a director, Executive Officer, Other Officer,
employee or agent of the Corporation as authorized by Delaware Law.

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                                   ARTICLE IX

                                   Definitions

        For purposes of these By-Laws, the following terms shall have the
meanings set forth below:

        "Corporation" shall mean Kelrae, Inc.

        "Delaware Law" shall mean the General Corporation Law of the State of
Delaware, as amended from time to time.

        "Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.

        "Other Officer" shall have the meaning set forth in Section 2 of Article
V of these By-Laws.

        "Person" shall mean any individual, firm, corporation or other entity.

        "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.

        "Voting Shares" shall mean any issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.

                                    ARTICLE X

                                  Miscellaneous

             SECTION 1. Books and Records. The books and records of the
Corporation may be kept at such places within or without the State of Delaware
as the Board of Directors may from time to time determine. The stock record
books and the blank stock certificate books shall be kept

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by the Secretary or by any other officer or agent designated by the Board of
Directors.

             SECTION 2. Dividends and Reserves. The Board of Directors, from
time to time, may determine whether any, and, if any, what part of its net
profits of the Corporation, or of its net assets in excess of its capital,
available therefor pursuant to law and the Certificate of Incorporation, shall
be declared by it as dividends on the stock of the Corporation. The Board of
Directors, in its discretion, in lieu of declaring any such dividend, may use
and apply any of such net profits or net assets as a reserve for working
capital, to meet contingencies, for the purpose of maintaining or increasing the
property or business of the Corporation or for any other lawful purpose which it
may think conducive to the best interests of the Corporation.

             SECTION 3. Seal. The corporate seal of the Corporation shall be in
the form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.

             SECTION 4. Fiscal Year. The fiscal year of the Corporation shall
end on the last day of December in each year unless the Board of Directors shall
determine otherwise.

                                   ARTICLE XI

                                   Amendments

        All By-Laws of the Corporation shall be subject to alteration, amendment
or repeal, in whole or in part, and new By-Laws not inconsistent with Delaware
Law or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of stockholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article IX above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than two-thirds of the directors of the Corporation then holding office and
entitled to vote on such issue.


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