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                                    BY-LAWS

                                       of

                            SNAPPLE CARIBBEAN CORP.

                    (as originally adopted: April 13, 1994)



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                                    BY-LAWS

                                       of

                             SNAPPLE CARIBBEAN CORP.

                     a Delaware corporation (the "Company")

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                              ARTICLE I - OFFICES

         Section 1.1. Location. The address of the registered office of the
Company in the State of Delaware and the name of the registered agent at such
address shall be as specified in the Certificate of Incorporation or, if 
subsequently changed, as specified in the most recent certificate of change 
filed pursuant to law. The Company may also have other offices at such places 
within or without the State of Delaware as the Board of Directors may from time
to time designate or the business of the Company may require.

         Section 1.2. Change of Location. In the manner permitted by law, the
Board of Directors or the registered agent may change the address of the
Company's registered office in the State of Delaware and the Board of Directors
may make, revoke or change the designation of the registered agent.

                     ARTICLE II - MEETINGS OF STOCKHOLDERS

         Section 2.1. Annual Meeting. The annual meeting of the stockholders of
the Company for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at the registered
office of the Company, or at such other place within or without the State of
Delaware as the Board of Directors may fix, at 10 o'clock A.M. on the 3rd
Wednesday in April of each year commencing with the year 1995, but if such a
date is a legal holiday, then on the next succeeding business day, or may be
held by telephone conference or other similar means, or by written consent.

         Section 2.2. Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by law, may be called at any time by the Chairman of the
Board, the President, the Secretary or by order of the Board of Directors.
Special meetings of stockholders shall be held at such place within or without
the State of Delaware as shall be designated in the notice of meeting, or may be
held by telephone conference or other similar means, or by written consent.








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         Section 2.3. Quorum. At any meeting of stockholders, except as
otherwise expressly required by law or by the Certificate of Incorporation, the
holders of record of at least a majority of the outstanding shares of capital
stock entitled to vote or act at such meetings shall be present or represented
by proxy in order to constitute a quorum for the transaction of any business,
but less than a quorum shall have power to adjourn any meeting until a quorum
shall be present. 

         Section 2.4. Voting. At any meeting of stockholders at which a quorum
shall be present, each matter shall be decided by majority vote of the shares
voting on such matter, except as otherwise expressly required by law or by the
Certificate of Incorporation and except as otherwise expressly provided in these
By-Laws.

         Section 2.5. Action by Consent of Stockholders. Whenever any action by
the stockholders at a meeting thereof is required or permitted by law, the
Certificate of Incorporation or these By-Laws, such action may be taken
without a meeting, without prior notice and without a vote if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
the outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of such action without a meeting and by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.


                        ARTICLE III - BOARD OF DIRECTORS

         Section 3.1. General Powers. The property, business and affairs of the
Company shall be managed by the Board of Directors. The Board of Directors may
exercise all such powers of the Company and have such authority and do
all such lawful acts and things as are permitted by law, the Certificate of
Incorporation or these By-Laws.

         Section 3.2. Number of Directors. The Board of Directors of the Company
shall consist of one or more members; the exact number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time by
resolution adopted by a majority of the whole Board of Directors. Until the
number of directors has been so fixed by the Board of Directors, the number of
directors constituting the whole Board of Directors shall be a minimum of three
and a maximum of seven.

         Section 3.3. Qualification. Directors need not be stockholders of the
Company.

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         Section 3.4. Election. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, after the first meeting of the
Company at which directors are elected, directors of the Company shall be
elected in each year at the annual meeting of stockholders or at a special
meeting in lieu of the annual meeting called for such purpose, by a plurality of
votes cast at such meeting. The voting on directors at any such meeting need not
be by written ballot unless otherwise so requested by any stockholder.

         Section 3.5. Term. Each director shall hold office until his successor
is duly elected and qualified, except in the event of the earlier termination of
his term of office by reason of death, resignation, removal or other reason.

         Section 3.6. Resignation and Removal. Any director may resign at any
time upon written notice to the Board of Directors, the President or the
Secretary. Any director may be removed at any time for any reason and his place
filled by the stockholders.

         Section 3.7. Vacancies. Vacancies in the Board of Directors (unless the
vacancy be caused by the removal of a director) and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled by a majority of the directors then in office, though less than a quorum,
or by a sole remaining director. The vacancy caused by the removal of a director
shall be filled by the stockholders.

         Each director chosen to fill a vacancy on the Board of Directors shall
hold office until the next annual election of directors and until his successor
shall be elected and qualified.

         Section 3.8. Quorum and Voting. Unless the Certificate of Incorporation
provides otherwise, at all meetings of the Board of Directors a majority of the
total number of directors shall be present to constitute a quorum for the
transaction of business. A director interested in a contract or transaction may
be counted in determining the presence of a quorum at a meeting of the Board of
Directors which authorizes the contract or transaction. In the absence of a
quorum, a majority of the directors present may adjourn the meeting until a
quorum shall be present.

         Members of the Board of Directors or any committee designated by the
Board of Directors may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the

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meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.

         The vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.

         Section 3.9. Regulations. The Board of Directors may hold its meetings
and cause the books and records of the Company to be kept at such place or
places within or without the State of Delaware as the Board of Directors may
from time to time determine. A member of the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, by an
independent certified public accountant or by an appraiser selected with
reasonable care by the Board of Directors or any committee of the Board of
Directors or in relying in good faith upon other records of the Company.

         Section 3.10. Annual Meeting of Board of Directors. An annual meeting
of the Board of Directors shall be called and held for the purpose of
organization, election of officers and transaction of any other business. If
such meeting is held promptly after and at the place specified for the annual
meeting of stockholders, no notice of the annual meeting of the Board of
Directors need be given. Otherwise such annual meeting shall be held at such
time (not more than thirty days after the annual meeting of stockholders) and
place as may be specified in a notice of the meeting.

         Section 3.11. Regular Meetings. Regular meetings of the Board of
Directors shall be held at the time and place, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors.
After there has been such determination and notice thereof has been given to
each member of the Board of Directors, no further notice shall be required for
any such regular meeting. Except as otherwise provided by law, any business may
be transacted at any regular meeting.

         Section 3.12. Special Meetings. Special meetings of the Board of
Directors may, unless otherwise prescribed by law, be called from time to time
by the President, and shall be called by the President or the Secretary upon the
written request of a majority of the whole Board of Directors directed to the
President or the Secretary. Except as provided below, notice of any special
meeting of the Board of Directors, stating the time, place and purpose of such
special meeting, shall be given to each director.

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         Section 3.13. Notice of Meetings; Waiver of Notice. Notice of any
meeting of the Board of Directors shall be deemed to be duly given to a director
(i) if mailed to such director, addressed to him at his address as it appears
upon the books of the Company or at the address last made known in writing to
the Company by such director as the address to which such notices are to be
sent, at least two days before the day on which such meeting is to be held, (ii)
if sent to him at such address by telecopier, telex or telegraph, not later than
the day before the day on which such meeting is to be held or (iii) if delivered
to him personally or orally, by telephone or otherwise, not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and the purposes thereof.


         Notice of any meeting of the Board of Directors need not be given to
any director if waived by him in writing (or by telecopier, telex or telegram
and confirmed in writing) whether before or after the holding of such meeting or
if such director is present at such meeting. Any meeting of the Board of
Directors shall be a duly constituted meeting without any notice thereof having
been given if all directors then in office shall be present thereat.

         Section 3.14. Committees of Directors. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the Company.

         Except as herein provided, vacancies in membership of any committee
shall be filled by the vote of a majority of the whole Board of Directors. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Members of a
committee shall hold office for such period as may be fixed by a resolution
adopted by a majority of the whole Board of Directors, subject, however, to
removal at any time by the vote of a majority of the whole Board of Directors.

         Section 3.15. Powers and Duties of Committees. Any committee, to the
extent provided in the resolution or resolutions creating such committee, shall
have and may exercise the powers of the Board of Directors in the


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management of the business and affairs of the Company and may authorize the
seal of the Company to be affixed to all papers which may require it. No
such committee shall have the power or authority with regard to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Company's property and assets, recommending to the
stockholders a dissolution of the Company or a revocation of a dissolution or
amending the By-Laws. The Board of Directors may, in the resolution creating a
committee, grant to such committee the power and authority to declare a dividend
or authorize the issuance of stock.

         Section 3.16. Compensation of Directors. The Board of Directors may
from time to time, in its discretion, fix the amounts which shall be payable to
directors and to members of any committee of the Board of Directors for
attendance at the meetings of the Board of Directors or of such committee and
for services rendered to the Company.

         Section 3.17. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee. 


                             ARTICLE IV - OFFICERS

         Section 4.1. Principal Officers. The principal officers of the Company
shall be elected by the Board of Directors and shall include a President, a
Secretary and a Treasurer and may, at the discretion of the Board of Directors,
also include a Chairman of the Board, one or more Vice Presidents and a
Controller. Except as otherwise provided in the Certificate of Incorporation or
these By-Laws, one person may hold the offices and perform the duties of any
two or more of said principal offices. [None of the principal officers, except
the Chairman of the Board and the President, need be directors of the Company].

         Section 4.2. Election of Principal Officers; Term of Office. The
principal officers of the Company shall be elected annually by the Board of
Directors at each annual meeting of the Board of Directors. Failure to elect
annually any principal officer shall not dissolve the Company. 

         If the Board of Directors shall fail to fill any principal office at an
annual meeting, if any vacancy in any


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principal office shall occur or if any principal office shall be newly created,
such principal office may be filled at any regular or special meeting of the
Board of Directors.

         Each principal officer shall hold office until his successor is duly
elected and qualified, or until his earlier death, resignation or removal.

         Section 4.3. Subordinate officers, Agents and Employees. In addition to
the principal officers, the Company may have one or more Assistant Treasurers,
Assistant Secretaries, Assistant Controllers and such other subordinate
officers, agents and employees as the Board of Directors may deem advisable,
each of whom shall hold office for such period and have such authority and
perform such duties as the Board of Directors, the President or any officer
designated by the Board of Directors may from time to time determine. The Board
of Directors at any time may appoint and remove, or may delegate to any
principal officer the power to appoint and to remove, any subordinate officer,
agent or employee of the Company.

         Section 4.4. Delegation of Duties of Officers. The Board of Directors
may delegate the duties and powers of any officer of the Company to any other
officer or to any director for a specified period of time for any reason that
the Board of Directors may deem sufficient.

         Section 4.5. Removal of Officers. Any officer of the Company may be
removed with or without cause by resolution adopted by a majority of the
directors then in office at any regular or special meeting of the Board of
Directors or by a written consent signed by all of the directors then in office.

         Section 4.6. Resignations. Any officer may resign at any time by giving
written notice of resignation to the Board of Directors, to the President or to
the Secretary. Any such resignation shall take effect upon receipt of such
notice or at any later time specified therein. Unless otherwise specified in the
notice, the acceptance of a resignation shall not be necessary to make the
resignation effective.

         Section 4.7. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and of the Board of Directors at
which he is present. The Chairman of the Board shall have such other powers and
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

         Section 4.8. President. The President shall, in the absence of the
Chairman of the Board, preside at all

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meetings of the stockholders and of the Board of Directors at which he is
present. The President shall be the chief executive officer of the Company and
shall have general supervision over the business of the Company. The President
shall have all powers and duties usually incident to the office of the President
except as specifically limited by a resolution of the Board of Directors. The
President shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors.

         Section 4.9. Vice President. In the absence or disability of the
President or if the office of President be vacant, the Vice Presidents in the
order determined by the Board of Directors, or if no such determination has been
made in the order of their seniority, shall perform the duties and exercise the
powers of the President, subject to the right of the Board of Directors at any
time to extend or confine such powers and duties or to assign them to others.
Any Vice President may have such additional designation in his title as the
Board of Directors may determine. The Vice Presidents shall generally assist the
President in such manner as the President shall direct. Each Vice President
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

         Section 4.10. Secretary. The Secretary shall act as Secretary of all
meetings of stockholders and of the Board of Directors at which he is present,
shall record all the proceedings of all such meetings in a book to be kept for
that purpose, shall have supervision over the giving and service of notices of
the Company and shall have supervision over the care and custody of the records
and seal of the Company. The Secretary shall be empowered to affix the corporate
seal to documents, the execution of which on behalf of the Company under its
seal is duly authorized, and when so affixed may attest the same. The Secretary
shall have all powers and duties usually incident to the office of Secretary
except as specifically limited by a resolution of the Board of Directors. The
Secretary shall have such other powers and perform such other duties as may be
assigned to him from time to time by the Board of Directors or the President.

         Section 4.11. Treasurer. The Treasurer shall have general supervision
over the care and custody of the funds and over the receipts and disbursements
of the Company and shall cause the funds of the Company to be deposited in the
name of the Company in such banks or other depositaries as the Board of
Directors may designate. The Treasurer shall have supervision over the care and
safekeeping of the securities of the Company. The Treasurer shall have all

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powers and duties usually incident to the office of Treasurer except as
specifically limited by a resolution of the Board of Directors. The Treasurer
shall have such other powers and perform such other duties as may be assigned to
him from time to time by the Board of Directors or the President.

         Section 4.12. Controller. The Controller shall be the chief accounting
officer of the Company and shall have supervision over the maintenance and
custody of the accounting operations of the Company, including the keeping of
accurate accounts of all receipts and disbursements and all other financial
transactions. The Controller shall have all powers and duties usually incident
to the office of Controller except as specifically limited by a resolution of
the Board of Directors. The Controller shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the President.

         Section 4.13. Bond. The Board of Directors shall have power, to the
extent permitted by law, to require any officer, agent or employee of the
Company to give bond for the faithful discharge of his duties in such form and
with such surety or sureties as the Board of Directors may determine.

                           ARTICLE V - CAPITAL STOCK

         Section 5.1. Issuance of Certificates for Stock. Each stockholder of
the Company shall be entitled to a certificate or certificates in such form as
shall be approved by the Board of Directors certifying the number of shares of
capital stock of the Company owned by such stockholder.

         Section 5.2. Signatures on Stock Certificates. Certificates for shares
of capital stock of the Company shall be signed by, or in the name of the
Company by, the Chairman of the Board, the President or a Vice President and by
the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer.
Any of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may be issued by the Company with the same effect as if such signer
were such officer, transfer agent or registrar at the date of issue.

         Section 5.3. Stock Ledger. A record of all certificates for capital
stock issued by the Company shall

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be kept by the Secretary or any other officer or employee of the company
designated by the Secretary or by any transfer clerk or transfer agent appointed
pursuant to Section 5.4 hereof. Such record shall show the name and address of
the person, firm or corporation in which certificates for capital stock are
registered, the number of shares represented by each such certificate, the date
of each such certificate and in case of certificates which have been canceled
the dates of cancellation thereof. 

         The Company shall be entitled to treat the holder of record of shares
of capital stock as shown on the stock ledger as the owner thereof and as the
person entitled to receive dividends thereon, to vote such shares and to receive
notice of meetings and for all other purposes. The Company shall not be bound to
recognize any equitable or other claim to or interest in any share of capital
stock on the part of any other person whether or not the Company shall have
express or other notice thereof.

         Section 5.4. Regulations Relating to Transfer. The Board of Directors
may make such rules and regulations as it may deem expedient, not inconsistent
with law, the Certificate of Incorporation or these By-Laws, concerning
issuance, transfer and registration of certificates for shares of capital stock
of the Company. The Board of Directors may appoint, or authorize any principal
officer to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars and may require all certificates for capital stock
to bear the signature or signatures of any of them.

         Section 5.5. Transfers. Transfers of capital stock shall be made on the
books of the Company only upon delivery to the Company or its transfer agent of
(i) a written direction of the registered holder named in the certificate or
such holder's attorney lawfully constituted in writing, (ii) the certificate for
the shares of capital stock being transferred and (iii) a written assignment of
the shares of capital stock evidenced thereby.

         Section 5.6. Cancellation. Each certificate for capital stock
surrendered to the Company for exchange or transfer shall be canceled and no new
certificate or certificates shall be issued in exchange for any existing
certificate (other than pursuant to Section 5.7) until such existing certificate
shall have been canceled.

         Section 5.7. Lost, Destroyed. Stolen and Mutilated Certificates. In the
event that any certificate for shares of capital stock of the Company shall be
mutilated, the Company shall issue a new certificate in place of such mutilated
certificate. In case any such


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certificate shall be lost, stolen or destroyed, the Company may, in the
discretion of the Board of Directors or a committee designated thereby with
power so to act, issue a new certificate for capital stock in the place of any
such lost, stolen or destroyed certificate. The applicant for any substituted
certificate or certificates shall surrender any mutilated certificate or, in the
case of any lost, stolen or destroyed certificate, furnish satisfactory proof of
such loss, theft or destruction of such certificate and of the ownership
thereof. The Board of Directors or such committee may, in its discretion,
require the owner of a lost, stolen or destroyed certificate or his
representatives to furnish to the Company a bond with an acceptable surety or
sureties and in such sum as will be sufficient to indemnify the Company against
any claim that may be made against it on account of the lost, stolen or
destroyed certificate or the issuance of such new certificate. A new certificate
may be issued without requiring a bond when, in the judgment of the Board of
Directors, it is proper to do.

         Section 5.8. Fixing of Record Dates. (a) The Board of Directors may fix
in advance a record date, which shall not be more than sixty nor less than ten
days before the date of any meeting of stockholders nor more than sixty days
prior to any other action, for the purpose of determining stockholders entitled
to notice of or to vote at such meeting of stockholders or any adjournment
thereof, to express consent or dissent to corporate action in writing without a
meeting or to receive payment of any dividend or other distribution or allotment
of any rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action.

         (b) If no record date is fixed by the Board of Directors:

         (i) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or if notice is waived at
the close of business on the day next preceding the day on which the meeting is
held;

         (ii) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting when no prior action by
the Board of Directors is necessary shall be the day on which the first consent
is expressed;

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         (iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

         (c) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided that the Board of Directors may fix a new record date for the
adjourned meeting.

                          ARTICLE VI - INDEMNIFICATION

         Section 6.1. General. To the fullest extent permitted by applicable
law, the Company shall indemnify, and advance Expenses (as hereinafter defined)
to, each and every person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in which such person
is or was serving at the request of the Company and who, because of any such
position or status, is directly or indirectly involved in any action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative (a "Proceeding"). "Expenses" shall include all
reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

         Section 6.2. Indemnification Insurance. The Company shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such whether or not the Company would have the
power to indemnify him against such liability under applicable law.

                     ARTICLE VII - MISCELLANEOUS PROVISIONS

         Section 7.1. Corporate Seal. The seal of the Company shall be circular
in form with the name of the Company in the circumference and the words and
figures "Corporate Seal - 1993 Delaware" in the center. The seal


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may be used by causing it to be affixed or impressed, or a facsimile thereof may
be reproduced or otherwise used in such manner as the Board of Directors may
determine.

         Section 7.2. Fiscal Year. The fiscal year of the Company shall end
on the 30th day of November in each year, or such other twelve consecutive
months as the Board of Directors designate.

         Section 7.3. Waiver of Notice. Whenever any notice is required to be
given under any provision of law, the Certificate of Incorporation or these
By-Laws, a written waiver thereof, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

         Attendance of 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 because the meeting is not lawfully called or convened. 

         Section 7.4. Execution of Instruments. Contracts, etc. (a) All checks,
drafts, bills of exchange, notes or other obligations or orders for the payment
of money shall be signed in the name of the Company by such officer or officers
or person or persons as the Board of Directors may from time to time designate.

         (b) Except as otherwise provided by law, the Board of Directors, any
committee given specific authority in the premises by the Board of Directors or
any committee given authority to exercise generally the powers of the Board of
Directors during the intervals between meetings of the Board of Directors may
authorize any officer, employee or agent, in the name of and on behalf of the
Company, to enter into or execute and deliver deeds, bonds, mortgages, contracts
and other obligations or instruments, and such authority may be general or
confined to specific instances.

         (c) All applications, written instruments and papers required by or
filed with any department of the United States Government or any state, county,
municipal or other governmental official or authority may if permitted by
applicable law be executed in the name of the Company by any principal officer
or subordinate officer of the Company or, to the extent designated for such
purpose from time to time by the Board of Directors, by an employee or agent of
the Company. Such designation may contain the power to substitute, in the
discretion of the person named, one or more other persons.

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                           ARTICLE VIII - AMENDMENTS

         Section 8.1. By Stockholders. These By-Laws may be amended, added to,
altered or repealed, or new By-Laws may be adopted, at any meeting of
stockholders by the vote of the holders of not less than a majority of the
outstanding shares of stock entitled to vote thereat, provided that, in the case
of a special meeting, notice that an amendment is to be considered and acted
upon shall be inserted in the notice or waiver of notice of said meeting.

         Section 8.2. By Directors. To the extent permitted by the Certificate
of Incorporation, these By-Laws may be amended, added to, altered or repealed,
or new By-Laws may be adopted, at any regular or special meeting of the Board
of Directors.

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