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                                   EXHIBIT A

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          MILLROSE DISTRIBUTORS, INC.


                              ARTICLE I - OFFICES

         1. REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS.

         The corporation's registered office shall be 40 Fulton Street, New
Brunswick, New Jersey 08901, and the registered agent is Joseph J. Rosamilia.
The Corporation's principal place of business shall be 40 Fulton Street, New
Brunswick, New Jersey 08901.


                            ARTICLE II - SHAREHOLERS

         2. PLACE OF MEETINGS.

         Meeting of Shareholders shall be held at the principal office of the
Corporation or at such place within or without the State of New Jersey as the
Board shall authorize.

         3. ANNUAL MEETING.

         The annual meeting of the Shareholders shall be held on April 1 at
10:00 a.m. in each year if not a legal holiday and if a legal holiday, then on
the next business day following at the same hour, when the Shareholders shall
elect a Board and transact such other business as may properly come before the
meeting.

         3. SPECIAL MEETINGS.

         Special meetings of the Shareholders may be called by the Board or by
the President and shall be called by the President or the Secretary at the
request in writing of one director or at the request in writing by Shareholders
owning a majority in amount of






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the shares issued and outstanding. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at a special meeting shall
be confined to the purposes stated in the notice.

         4. NOTICE OF MEETING OF SHAREHOLDERS.

         Written notice of the time, place, and purpose or purposes of every
meeting of the Shareholders shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail,
to each Shareholder of record entitled to vote at the meeting. Directors in
office shall be entitled to notice of all meetings of Shareholders and shall be
entitled to attend such meetings. In computing the time for giving notice, the
day on which notice is given shall be excluded.

         When a meeting is adjourned to another time or place, it shall not be
necessary unless the Bylaws otherwise provide, to give notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken and at the adjourned meeting only
such business is transacted as might have been transacted at the original
meeting. However, if, after the adjournment, the Board fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Shareholder of record on the new record date entitled to notice.


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         5. SHAREHOLDERS' RIGHTS - FIXING OF RECORD DATE BY DIRECTORS.

         For the purpose of determining Shareholders or Directors entitled to
notice of or to vote at any meeting of Shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining Shareholders entitled to receive payment of any
dividend or allotment of any right, or for the purpose of any other action,
the Board of Directors may fix in advance a date as the record date for any
determination of Shareholders. This date in any ca se shall be not more than
sixty (60) days, and in the case of a meeting of Shareholders, not less than ten
(10) days prior to the date on which the particular action requiring the
determination of Shareholders is to be taken.

         6. SHAREHOLDERS' RIGHTS - FIXING OF RECORD
            DATE WHERE DIRECTORS FAIL TO ACT.

         If no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled to
receive payment of any dividend or allotment of any right, or for the purpose of
any other action, the record date for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be the
close of business on the day next preceding the day on which notice is given, or
if no notice is given, the day next preceding the day on which the meeting is
held. The record date for deter-


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mining Shareholders, for any purpose other than giving notice to those entitled
to vote at or entitled to notice of a meeting of Shareholders, shall be at the
close of business on the day on which the resolution of the Board relating
thereto is adopted.

         When a determination of Shareholders of record entitled to notice of or
to vote at any meeting of the Shareholders has been made, such determination
shall apply to any adjournment thereof, unless, pursuant to the authority
granted to the Board in Article V hereof, the Board fixes a new record date for
the adjourned meeting.

         7. WAIVER OF NOTICE OR OF LAPSE OF TIME.

              (a) Notice of meeting need not be given to any Shareholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. No Shareholders' meeting may be held without notice to Directors then
in office. 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 him.

              (b) Whenever Shareholders are authorized to take any action after
the lapse of a prescribed period of time, the action may be taken without such
lapse if such requirement is waived in writing, in person or by proxy, before or
after the taking of such action, by every Shareholder entitled to vote thereon
as at the date of the taking of such action.


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         8. ACTION BY SHAREHOLDERS WITHOUT A MEETING.

         Any action required or permitted to be taken at a meeting of
Shareholders by statute, the Certificate of Incorporation, or Bylaws, may only
be taken at a meeting to which the Directors then in office are invited, or upon
the written consent of Shareholders who would have been entitled to cast the
minimum number of votes which would be necessary to authorize such action. The
written consents of the Shareholders consenting thereto shall be filed with the
minutes of proceedings of Shareholders.

         9. QUORUM OF SHAREHOLDERS.

         Unless otherwise provided in the Certificate of Incorporation, the
holders of shares entitled to cast a majority of the votes at a meeting shall
constitute a quorum at such meeting. The Shareholders present in person or by
proxy at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough Shareholders to leave
less than a quorum. Less than a quorum may adjourn.


                            ARTICLE III - DIRECTORS

         1. BOARD OF DIRECTORS.

         Subject to any provision in the Certificate of Incorporation, the
business of the Corporation shall be managed by its Board of Directors, each
of whom shall be at least eighteen (18) years of age and otherwise qualified
pursuant to law.

         2. NUMBER OF DIRECTORS.

         The number of Directors shall not be less than one (1) or more than
five (5).


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         3. TERM OF DIRECTORS.

         The initial Directors of the Corporation, or any successors thereto
who may be elected by the Shareholders at a special meeting or by written
consent prior to the first annual meeting of Shareholders, shall hold office
until the first annual meeting of Shareholders, and thereafter, until their
successors shall have been elected and qualified. At the first annual meeting of
Shareholders and at each annual meeting thereafter, the Shareholders shall
elect Directors to hold office until the next succeeding annual meeting, and
thereafter until their successors shall have been elected and qualified.

         4. QUORUM OF BOARD OF DIRECTORS AND COMMITTEES; ACTION OF DIRECTORS
            WITHOUT A MEETING.

         If more than one person shall have been elected to the Board of
Directors of the Corporation, the participation of directors with a majority of
the votes of the entire Board shall constitute a quorum for the transaction of
all business. Any action authorized or permitted to be taken at a meeting of the
Board may be taken without a meeting if, prior or subsequent to such action, the
total authorized number of Directors of the Corporation unanimously consent
thereto in writing and such written consents are filed with the minutes of the
proceedings of the Board. Such consent shall have the same effect as a unanimous
vote of the Board for all purposes.


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         5. PLACE OF BOARD MEETINGS.

         Meetings of the Board may be held either within or without the State of
New Jersey.

         6. REGULAR MEETINGS OF DIRECTORS.

         A regular annual meeting of the Board shall be held immediately
following the annual meeting of Shareholders at the place of such annual
meeting of Shareholders. In addition, other regular Board meetings may be held
at such times and places as may be determined by the Directors.

         7. SPECIAL MEETINGS OF DIRECTORS.

         Special meetings of the Board may be called either by Directors or by
the President.

         8. NOTICE OF MEETINGS OF THE BOARD.

         Notice of the time, date, and place of meetings of the Board shall be
given by the Secretary to each Director by one of the following methods: (a) By
mailing written notice not less than four (4) days before the meeting date; (b)
by personal notice (including telephonic notice) which is given to the Director
or a responsible individual in the household or place of business of the
Director twenty-four (24) hours prior to the time for convening such meeting;
(c) or by telegram, cable, or radiogram addressed to the Director at his regular
business office or other address appearing on the Corporation's records and
delivered for transmittal twenty-four (24) hours prior to the time for
convening such meeting. Presence of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends


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a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board need be specified in the notice or waiver of notice of such
meeting. Notice of any meeting need not be given to any Director who signs a
waiver of notice, written before or after the meeting. In computing the time for
giving notice, the day on which notice is given shall be excluded. 


                             ARTICLE IV - OFFICERS

         1. OFFICES, ELECTION, TERM, SALARIES, SECURITY.

              a. The offices of the Corporation shall consist of a President, a
Secretary, a Treasurer, one or more Vice Presidents, and such other offices as
the Board may determine. The officers shall be elected or appointed by the
Board.

              b. Any two or more offices may be held by the same person.

              c. Any officer elected or appointed as herein provided shall hold
office until the next regular meeting of the Board following the annual meeting
of Shareholders, or until a successor is elected or appointed and has qualified,
subject to earlier termination by removal or resignation.

              d. All officers of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be


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provided in the By-Laws, or as may be determined by resolution of the Board not
inconsistent with the Bylaws. 

              e. The salaries, if any, of all officers shall be fixed by the
Board.

              f. In case the Board shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and with such
surety or sureties as the Board may direct, conditioned upon the faithful
performance of his duties to the Corporation and including responsibility for
negligence and for the accounting for all property, funds, or securities of the
Corporation which may come into his hands.

         2. DELEGATION OF DUTIES.

         In case of the absence of any officer of the Corporation, or for any
other reason that may seem sufficient to the Board, the Directors may, by a
majority vote of the Board, delegate the powers and duties of such officer for
the time being to any other officer or to any Director.

         3. REMOVAL AND RESIGNATION OF OFFICERS; FILLING OF VACANCIES.

              a. Any officer elected or appointed by the Board may be removed by
the Board with or without cause.

              b. An officer may resign by written notice to the Corporation.
The resignation shall be effective upon receipt thereof by the Corporation or at
such subsequent time as shall be specified in the notice of resignation.


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              c. Any vacancy occurring among the officers, however caused, may
be filled by election or appointment by the Board.

              4. PRESIDENT.

              The President shall be the chief executive officer of the
Corporation. He shall attend all meetings of the Shareholders and such meetings
of the Board as the Board may require. He shall direct the management of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.

              5. VICE PRESIDENTS.

              During the absence or disability of the President, the Vice
President, or if there are more than one, a Vice President designated by the
Board, shall have all the powers and functions of the President. Each Vice
President shall perform such other duties as the Board shall prescribe.

              6. SECRETARY.

              The Secretary shall: attend all meetings of the Board and of the
Shareholders; record all votes and minutes of all proceedings in a book to be
kept for that purpose; give or cause to be given notice of all meetings of
Shareholders and of special meetings of the Board; keep in safe custody the
seal of the Corporation and affix it to any instrument when authorized by the
Board; when required, cause to be prepared and available at each meeting of
Shareholders a list of Shareholders entitled to vote thereat, indicating the
number of shares held by each; keep all the docu-


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ments and records of the Corporation, as required by law or otherwise, in a
proper and safe manner; and perform such other duties as may be prescribed by
the Board.

              7. ASSISTANT SECRETARIES.

              During the absence or disability of the Secretary, the Assistant
Secretary, if there be one, or, if there are more than one, the one so
designated by the Secretary or by the Board, shall have all the powers and
functions of the Secretary.

              8. TREASURER.

              The Treasurer shall: have custody of the Corporate funds and
securities; keep full and accurate accounts of receipts and disbursements in the
corporate books; deposit all money and other valuables in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board; disburse the funds of the Corporation as may be ordered or authorized by
the Board and preserve proper vouchers for such disbursements; render to the
President and Board at the regular meetings of the Board, or whenever they
require it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation; render a full financial report at the annual
meeting of the Shareholders if so requested; be furnished by all corporate
officers and agents at his request with such reports and statements as he may
require as to all financial transactions of the Corporation; and perform such
other duties as are given to him by the Bylaws or as from time to time are
assigned to him by the Board or the President.


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              9. ASSISTANT TREASURER.

During the absence or disability of the Treasurer, the Assistant Treasurer, if
there be one, or, if there are more than one, the one so designated by the
Treasurer or by the Board, shall have all the powers and functions of the
Treasurer.


             ARTICLE V - CERTIFICATES FOR SHARES AND DIVIDENDS

              1. FORM AND EXECUTION OF CERTIFICATES.

              Certificates for shares of stock of the Corporation shall be in
such form as may be determined by the Board of Directors. They shall be signed
by the President or a Vice President and by the Secretary or an Assistant
Secretary, and the seal of the Corporation or a facsimile thereof shall be
affixed thereto.

              2. TRANSFER OF SHARES.

              Shares of stock may be transferred on the books of the Corporation
by delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificates or by written power of attorney to
assign and transfer the same signed by the record holder of the certificate or
by the holder's duly authorized attorney. Except as otherwise specifically pro-
vided in these Bylaws, no shares shall be transferred on the books of the
Corporation until the outstanding certificate therefor has been surrendered to
the Corporation. Notwithstanding anything contained herein to the contrary, no
shareholder may transfer his shares except to the Corporation or to another
individual who is eligible to be a shareholder of the Corporation. Each stock
certificate shall bear the following legend:


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         This stock certificate may only be transferred to the Corporation
         or to an individual who is eligible to be a shareholder of the
         Corporation.

         3. LOSS OR DESTRUCTION OF CERTIFICATES.

         In case of loss or destruction of any certificate for shares of stock,
another may be issued in its place upon proof of such loss or destruction and
upon the giving of a bond of indemnity satisfactory to the Corporation.

         4. OWNERSHIP.

         The Corporation will be entitled to treat the registered owner of any
share of stock as the absolute owner thereof and, accordingly, will not be bound
to recognize any beneficial, equitable or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by statute.

         5. DIVIDENDS.

              a. Subject to the provisions of the Certificate of Incorporation
and to applicable law, the Corporation may, from time to time, by action of its
Board. declare and pay dividends or make other distributions on its outstanding
shares in cash or in its own shares or in its bonds or other property, including
the shares or bonds of other corporations, except when the Corporation is
insolvent or would thereby be made insolvent.

              b. Dividends may be declared or paid and other distributions may
be made out of surplus only, except as otherwise provided by statute.


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                          ARTICLE VI - CORPORATE SEAL

              The seal of the Corporation shall be circular in form and bear
the name of the Corporation, the year of its organization, and the words
"Corporate Seal, New Jersey". The seal may be used by causing it to be impressed
directly on the instrument or writing to be sealed, or upon adhesive substance
affixed thereto. The seal on the certificates for shares or on any corporate
obligation for the payment of money may be a facsimile, engraved or printed.


                           ARTICLE VII - FISCAL YEAR

              The fiscal year shall begin the first day of each calendar year.


                         ARTICLE VIII - BY-LAW CHANGES

              Except as limited herein, the Board of Directors or the
Shareholders may adopt, repeal, alter, or amend the Bylaws of the Corporation in
accordance with law and the Certificate of Incorporation.


                           ARTICLE IX - CONSTRUCTION

              All matters pertaining to the validity, construction and effect of
these Bylaws shall be governed by the laws of the State of New Jersey. The
invalidity or unenforceability of any particular provision of these Bylaws
shall not affect the other provisions hereof, and these Bylaws shall be so
construed in all respects as if such invalid or unenforceable provision was
omitted.


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              When the context requires, words in the masculine gender shall
include the feminine and neuter genders, the plural shall include the singular,
and the singular shall include the plural.


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                  CONSENT OF THE DIRECTORS AND SHAREHOLDERS OF
                          MILLROSE DISTRIBUTORS, INC.
                               IN LIEU OF MEETING
                             ----------------------


The undersigned, being all the directors and shareholders of MILLROSE
DISTRIBUTORS, INC., a New Jersey corporation, consent to and authorize the
following:

         RESOLVED, that the directors and shareholders hereby authorize the
         adoption of An amendment to Article V, Item 2 (Transfer of Shares) of
         the ByLaws, to delete certain language so that Article V, Item 2., as
         amended, shall read in its entirety as follows:

              2. TRANSFER OF SHARES.

              Shares of stock may be transferred on the books of the Corporation
              by delivery of the certificates therefor, accompanied either by an
              assignment in writing on the back of the certificates or by
              written power of attorney to assign and transfer the same signed
              by the record holder of the certificate or by the holder's duly
              authorized attorney. Except as otherwise specifically provided in
              these Bylaws, no shares shall be transferred on the books of the
              Corporation until the outstanding certificate therefor has been
              surrendered to the Corporation.


/s/ Joseph J. Rosamilia                    /s/ Sandra L. Rosamilia
-------------------------------------      -------------------------------------
Joseph J. Rosamilia                        Sandra L. Rosamilia
Director and Shareholder                   Director and Shareholder


/s/ Anthony S. Rosamilia                   /s/ Joseph M. Rosamilia
-------------------------------------      -------------------------------------
Anthony S. Rosamilia                       Joseph M. Rosamilia
Shareholder                                Shareholder 


                                           /s/ Dana M. Karl
                                           -------------------------------------
Dated: February 22, 1999                   Dana M. Karl, Shareholder




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