EXHIBIT 3.6

                                     BY-LAWS

                                       OF

                       MAPLE GROVE FARMS OF VERMONT, INC.

                                    ARTICLE I

                             ARTICLES OF ASSOCIATION

     The name, location of the registered office, the registered agent, and the
purposes and powers of the Corporation shall be as set forth in the Articles of
Association; and these By-laws, the purposes and powers of the Corporation and
of its directors and shareholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Association, and the Articles of Association are hereby made a part of these
By-laws.

     All reference in these By-laws to the Articles of Association shall be
construed to mean the Corporation as from time to time amended.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1. ANNUAL MEETING. The annual meeting of shareholders commencing
with the year 1975 shall be held no earlier than September 1 and no later than
November 30 of each year. The annual meeting of shareholders shall be held at
the registered office of the corporation, in Vermont, or at such other place
either within or without the State of Vermont, or at such other place either
within or without the State of Vermont as shall be stated in the notice of the
meetings or in a duly executed waiver thereof. The hour of the meeting shall be
such hour as shall be stated in the notice of the meeting, or in a duly executed
waiver thereof. The purpose of the annual meeting shall be to elect a Board of
Directors and to transact such other business as



may properly be brought before the meeting. Election of directors and of the
Secretary need not be by written ballot. Purposes for which an annual meeting is
to be held, additional to those prescribed by law, by the Articles of
Association and by these By-laws, may be specified by the President, the Board
of Directors, the Secretary, or the Secretary upon the written request of the
holders of not less than one-tenth of all of the shares entitled to vote at the
meeting on such additional purposes. Failure to hold the annual meeting at the
designated time shall not work a forfeiture or dissolution of the Corporation.
If such annual meeting is omitted on the day herein provided therefore, a
special meeting may be held in place thereof, and any business transacted or
elections held at such meeting shall have the same effect as if transacted or
held at the annual meeting. Such special meeting shall be called in the same
manner and as provided for in Article II, Section 2 hereof, relating to special
meetings of shareholders.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President, the Board of Directors, the Secretary, or the Secretary
upon the written request of the holders of not less than one-tenth of all the
shares entitled to vote at the meeting, for any purpose. Special meetings shall
be held at the registered office of the Corporation in Vermont, or at such other
place either within or without the State of Vermont, and on such date and hour
as shall be fixed by the President, the Board of Directors, the Secretary, or
the Secretary upon written request of the holders of not less than one-tenth of
all the shares entitled to vote at the meeting and stated in the notice of the
meeting, or in a duly executed waiver thereof.

     Section 3. NOTICE OF MEETING; WAIVER. Written notice of the place, date and
hour at which an annual or special meeting is to be held shall be given
personally or put in the regular mails to each shareholder entitled to vote
thereat, not less than ten (10) nor more than fifty (50) days prior to the
meeting by or at the direction of the President, the Secretary, or the other

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persons calling the meeting. Notice of a special meeting shall state, in
addition to the foregoing information, the purpose for which it is called. A
written Waiver of Notice of a meeting, signed before or after the meeting by the
person or persons entitled to notice, shall be deemed equivalent to notice,
provided that such Waiver of Notice is inserted in the corporate minute book.
Such a writing need not state the purpose of the meeting for which it waives
notice.

     Section 4. QUORUM. A majority of the shares entitled to vote thereat,
present in person or represented by proxy, shall be necessary to and shall
constitute a quorum for the transaction of business at all meetings of the
shareholders. When a quorum is once present, it shall not be broken by the
subsequent withdrawal of any shareholders. If the required quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy and entitled to vote thereat shall
have power to adjourn the meeting from time to time, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

Section 5. VOTING AND PROXIES. At any meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote in person, or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Proxies shall be filed with the Secretary of the meeting, or
any adjournment thereof, before being voted. Unless otherwise provided therein,
no proxy shall be valid after 11 months from the date of its execution. A proxy
with respect to shares held in the name of two or more persons shall be valid if
executed by one of them unless at or prior to exercise of the proxy the
Corporation receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a shareholder shall
be deemed valid unless challenged at or prior to its exercise. Except as

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otherwise provided by law, or by the Articles of Association, each shareholder
of record on the record date for the meeting shall be entitled to one vote for
every share standing in his name on the books of the Corporation. All elections
of directors shall be determined by a plurality vote, and, except as otherwise
provided by the laws of Vermont, the Articles of Association, or by the By-laws,
all other matters shall be determined by vote of a majority of the shares
present or represented at such meeting and voting on such questions.

     Section 6. NOTICE AND RECORD DATE OF ADJOURNED MEETINGS. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, except that if the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice in the standard form shall be given to each shareholder of
record entitled to vote at the adjourned meeting. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting, unless the Board of
Directors fixes a new record date for the adjourned meeting.

     Section 7. RECORD OF SHAREHOLDERS; LISTS. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix a record date, which shall be not
more than fifty (50) nor less than ten (10) days before the date of such
meeting. If no record date is fixed for such purposes, the record date shall be
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, or, if notice of a meeting is waived, at the close of business on
the day next preceding the day on which the meeting is held.

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The Secretary of the Corporation, or his delegate, shall prepare and make, at
least 10 (10) days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be open to the examination of
any shareholder at the registered office of the Corporation, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting. 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 shareholder who is present.

     Section 8. STOCK LEDGER. The stock ledger of the Corporation shall be the
only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 7 of Article II of these By-laws, the books
of the Corporation, or to vote in person or by proxy at any meeting of
shareholders.

     Section 9. SHAREHOLDERS' RIGHT OF INSPECTION. Any shareholder, in person or
by attorney or other agent, shall upon written demand under oath stating the
purposes thereof, have the right during the usual hours of business to inspect
for any proper purpose the Corporation's stock ledger, a list of its
shareholders and its other books and records, and to make extracts therefrom. A
proper purpose shall mean a purpose reasonably related to such person's interest
as shareholder. In every instance where an attorney or other agent shall be the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorized the
attorney or other agent to so act on behalf of the shareholder. The demand under
oath shall be directed to the Corporation at its registered office. As used in
this Section, "Shareholder" means a shareholder of record.

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     Section 10. ACTION WITHOUT A MEETING. Any action required to be taken at a
meeting of the shareholders of the Corporation, or any action that may be taken
at a meeting of the shareholders may be taken without a meeting, if a consent in
writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof,
provided that such waiver of notice is inserted in the Corporate minute book.
Such consent shall have the same force and effect as an unanimous vote of
shareholders and may be stated as such in any articles or documents filed with
the Secretary of State.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. BOARD OF DIRECTORS; NUMBER, TERMS AND QUORUM. The number of
directors which shall constitute the Board of Directors shall be no less than
the number of shareholders of the Corporation, the exact number to be determined
by the shareholders at each annual meeting thereof, or at such other time as
directors are elected by the shareholders. Directors need not be residents of
the State of Vermont or shareholders. The maximum number of directors may be
increased from time to time by amendment of this Section. The Board of Directors
shall be elected annually by the shareholders at the annual meeting thereof.
Each director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

     Section 2. QUORUM AND VOTING. A majority of the total number of directors
shall constitute a quorum for the transaction of business. 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 except as these By-laws shall
otherwise require.

     Section 3. RESIGNATION. Any director may resign at any time upon delivery
of his resignation in writing to the President, the Treasurer or the Secretary
or to the Board of

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Directors. Such resignation shall be effective at the date set forth in the
notice, and if there is none, then upon receipt.

     Section 4. COMMITTEES. The Board of Directors may by resolution passed by
majority of the whole board, designate one or more committees, including an
executive committee from among the members of the whole board. The board may
designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of the committee.
If no such alternate members have been designated for such a committee, the
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 absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the whole board which establishes it and permitted by Vermont law,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to any papers which may require it. Any
director may be a member of more than one committee. The procedures to be
followed by such committees with respect to quorum, voting and other such
matters shall be the same as those specified for meetings of directors.

     Section 5. CONSENTS. Any action required or permitted to be taken at any
meeting of the Board of Directors or committees thereof may be taken without a
meeting if all members of the board or committee, as the case may be, consent to
such action in writing and the writing or writings are filed in the minute book
of the board or committee.

     Section 6. VACANCIES AND NEWLY-CREATED DIRECTORSHIPS. If any vacancies
occur on the Board of Directors by reason of the death, immediately effective
resignation, retirement or

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removal from office of any director, all the directors then in office, although
less than a quorum, may by a majority vote choose a successor or successors.
Unless sooner displaced the directors so chosen shall hold office until the
election of their successors at the next annual meeting of shareholders. If the
directors remaining in office after the occurrence of a vacancy shall be unable
by majority vote to fill such vacancy within thirty (30) days of the occurrence
thereof, the President or Secretary of the Corporation may call a special
meeting of the shareholders at which such vacancy shall be filled. In the event
that one or more directors tenders a resignation from the board effective at a
future date, which date is prior to the next annual meeting of shareholders, the
prospective vacancy or vacancies shall be filled by vote of a majority of the
directors then in office, although less than a quorum, including those who have
so resigned. Such vote shall take effect when such resignation or resignations
shall become effective and each director so chosen shall, unless sooner
displaced, hold office until the due election and qualification of his successor
at the next annual meeting of the shareholders. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose.

     Section 7. PLACE, TIME AND NOTICE OF MEETINGS. The directors may hold their
meeting in such place or places, within and without the State of Vermont, as the
Board of Directors may determine from time to time. The Board of Directors shall
meet each year immediately after the annual meeting of shareholders, for the
purpose of organization, election of officers, and consideration of any other
business that may properly come before the meeting. No notice of any kind to
either old or new members of the Board of Directors for this annual meeting
shall be necessary. Other meetings of the directors shall be held at the call of
the President or of the Secretary or of any one director. Notice of the date,
time and place of

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directors' meetings except the annual organization meeting shall be given to
each director entitled thereto by letter, telegram, cable or radiogram,
delivered for transmission not later than during the third day immediately
preceding the day of the meeting, or by word of mouth, telephone or radiophone
received not later than during the second day immediately preceding the day of
the meeting. Such notice may be waived by a director in a writing signed either
before or after the meeting for which such notice was required to be given,
provided that such waiver of notice is inserted in the minute book, and shall be
deemed waived by any director who attends the meeting for which such notice was
required to be given, unless such attendance is for the express purpose of
objecting to the holding of the meeting. Notice of a later meeting need not be
given to any director who attended a prior meeting at which such later meeting
was duly called and the time, date and place thereof noticed.

     Section 8. CHAIRMAN OF THE MEETING. The President of the Corporation, if
present and acting, shall preside at all meetings; otherwise, a director chosen
by a majority of the board at the meeting shall preside.

     Section 9. REMOVAL OF DIRECTORS. Any and all directors may be removed with
cause by a vote of a majority of the shares issued and outstanding and entitled
to vote at any annual meeting or special meeting called for such purposes.
Notice of such meeting shall state the name or names of the director or
directors whose removal is proposed and the cause or causes assigned for his
removal and a concise statement in defense of the director or directors prepared
by or on behalf of him or them shall accompany or precede any solicitation of
proxies seeking authority to vote for or against the removal of such director or
directors; otherwise, such proxies may not be voted. The director or directors
to be removed must, in addition to being given sufficient notice to prepare his
or their concise statement of defense as aforementioned, be given an opportunity
to

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present evidence and arguments on his or their own behalf at the meeting at
which his or their removal is considered.

                                   ARTICLE IV

                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Treasurer, a Vice-President and a Secretary and such other
officers, including, without limitation, a Chairman of the Board of Directors,
one or more Vice-Presidents, Assistant Treasurers and Assistant Secretaries as
the directors at their annual meeting or thereafter from time to time may elect
or appoint. The President, Vice-President, Secretary and Treasurer shall be
elected annually by the directors at their annual meeting following the annual
meeting of the shareholders. Other officers may be chosen by the directors at
such meeting or at any other time. Each officer shall hold his office until his
successor is elected and qualified or until his earlier death, resignation or
removal. Any officer may resign at any time upon delivering his resignation in
writing to the President, the Treasurer or the Secretary or to a meeting of the
directors. Such resignation shall be effective upon receipt unless specified to
be effective at some other time. Any officer elected by the Board of Directors
may be removed at any time for cause or without cause by majority vote of the
whole Board of Directors taken at a meeting duly called and held. Neither notice
nor a hearing need be given to any officer proposed to be so removed. Any
vacancy occurring in any office of the Corporation by reason of death,
resignation, removal of an officer or otherwise, shall be filled by the Board of
Directors in the same manner as provided for ordinary elections of officers by
directors, and an officer so chosen shall hold office until the next regular
election for that office, or until earlier death, resignation or removal. The
salaries of all officers shall be fixed from time to time by the Board of
Directors.

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     Section 2. PRESIDENT. It shall be the duty of the President to preside at
all meetings of the shareholders and all meetings of the Board of Directors and
to have general authority over the ordinary course of the business of the
Corporation.

     Section 3. VICE-PRESIDENT. The Vice-President, or Vice-Presidents, shall
have such powers and duties as shall be assigned to them by the Board of
Directors or the President.

     Section 4. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject
to the direction and under the supervision of the directors, have general charge
of the financial concerns of the Corporation; care and custody of the funds and
valuable papers of the Corporation, except his own bond; authority to endorse
for deposit or collection all notes, checks, drafts and other obligations for
the payment of money payable to the Corporation or its orders, and to accept
drafts on behalf of the Corporation; authority to pay or cause to be paid all
dividends voted by the Board of Directors; and shall keep, or cause to be kept,
accurate books of account, which shall be the property of the Corporation. If
required by the Board of Directors, he shall give bond for the faithful
performance of his duty in such form, in such sum, and with such sureties as the
directors shall require. Any Assistant Treasurer shall have such powers and
duties as the directors or the President may delegate to him.

     Section 5. SECRETARY. The Secretary shall, in addition to any duties
imposed upon him by virtue of his office pursuant to Vermont law, the Articles
of Association or these By-laws, keep an attested copy of the Articles of
Association and amendments thereto, and of these By-laws with a reference on the
margin of said By-laws to all amendments thereof, all of which documents and
books shall be kept at the registered office of the Corporation or at the office
of the Secretary. Unless a transfer agent is appointed, the Secretary shall keep
or cause to be kept, at the registered office of the Corporation or at his
office, the stock and transfer records of the

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Corporation, in which shall be contained the names of all shareholders, their
record addresses, the number of shares held by each, the time when they
respectively acquired the shares and the time of any transfers thereof. The
Secretary shall also keep a record of the meetings of the directors. The
Secretary shall give or cause to be given such notice as may be required of all
meetings of shareholders and all meetings of the Board of Directors, and shall
keep the seal of the Corporation in safe custody and affix it to any instrument
when such action is incident to his office or is authorized by the Board of
Directors. Any Assistant Secretary shall have such powers and duties as the
directors or the President shall delegate to him.

     Section 6. OTHER POWERS AND DUTIES. Subject to these By-laws, each officer
shall have in addition to the duties and powers specifically set forth in these
By-laws, such duties and powers as the directors or the President may from time
to time delegate to him.

                                    ARTICLE V

                                 SHARES OF STOCK

     Section 1. AMOUNT AUTHORIZED. The amount of the authorized capital stock
and the par value, if any, of the shares authorized shall be fixed in the
Articles of Association, as amended from time to time.

     Section 2. STOCK CERTIFICATES. Each shareholder shall be entitled to a
certificate representing the shares of the Corporation owned by him, under the
corporate seal or a facsimile thereof, in such form as may be prescribed from
time to time by the directors. The certificate shall be signed by the President
or a Vice-President, and by the Treasurer or the Secretary but when a
certificate is countersigned by a transfer agent or a registrar, other than the
Corporation itself or an employee thereof, such signature may be facsimiles,
engraved or printed. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall

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have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
time of its issue.

     Every certificate representing the Corporation's shares which are subject
to any restriction on transfer pursuant to the Articles of Association, the
By-laws or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face or back thereof either the full text of the restriction or a statement
of the existence of such restriction and a statement that the Corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge. Every certificate representing the Corporation's shares
issued when the Corporation is authorized to issue more than one class or series
of shares shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications, and rights, and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

     Section 3. TRANSFER. Subject to the restrictions, if any, stated or noted
on the certificates, shares may be transferred on the books of the Corporation
by the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed by the registered holder or by his duly authorized
attorney pursuant to a written power of attorney properly executed, and with
such proof of the authenticity of signature as the Secretary of the Corporation
or its transfer agent may reasonably require, if the Corporation has no notice
of any adverse claim. Except as may be otherwise required by law, by the
Articles of Association or by these By-laws, the Corporation shall be entitled
to treat the record holder of shares as shown on its books as the owner of such
shares for all purposes, including the payment of dividends and the

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right to vote with respect thereto, regardless of any transfer, pledge, or other
disposition of such shares, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-laws. It
shall be the duty of each shareholder to notify the Corporation of his mailing
address.

     Section 4. LOST OR DESTROYED CERTIFICATES. The Corporation shall issue a
new certificate in the place of any certificate theretofore issued where the
holder of record of the certificate satisfies the following requirements:

     (a)  CLAIM. Makes proof in affidavit form that it has been lost, destroyed,
          or wrongfully taken;

     (b)  TIMELY REQUEST. Requests the issue of a new certificate before the
          Corporation has notice that the certificate has been acquired by a
          purchaser for value in good faith and without notice of any adverse
          claims;

     (c)  BOND. Gives a bond in such form, and with such surety or sureties,
          with fixed or open penalty, as the Corporation may direct, to
          indemnify the Corporation against any claims that may be made on
          account of the alleged loss, destruction or theft of the certificates;
          and

     (d)  OTHER REQUIREMENTS. Satisfies any other reasonable requirements
          imposed by the Corporation.

When a certificate has been lost, apparently destroyed, or wrongfully taken and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of it, and the Corporation registers a transfer of the
shares represented by this certificate before receiving such notification, the
holder of record is precluded from making any claim against the Corporation for
the transfer or for a new certificate.

     Section 5. FRACTIONAL SHARES. Certificates representing fractional shares
may be issued by the Corporation. No holder of any fractional share shall be
entitled to any vote with respect thereto unless, and to the extent that, the
holder or holders of fractional shares aggregating one or more full shares unite
for the purpose of voting at any such meeting, in which

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case such holder or holders shall be entitled to one vote at such meeting for
each full shares represented by the aggregate of such fractional shares held by
such holder or holders.

     Section 6. PAYMENT FOR SHARES. The consideration for the issuance of shares
may be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services actually performed for the Corporation. When
payment of the consideration for which shares are to be issued shall have been
received by the Corporation such shares shall be deemed to be fully paid and
nonassessable. Neither promissory notes nor future services shall constitute
payment or part payment for the issuance of shares of the Corporation. In the
absence of fraud in the transaction, the judgment of the Board of Directors as
to the value of the consideration received for shares shall be conclusive. No
certificate shall be issued for any shares until the share is fully paid.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

     Section 1. FISCAL YEAR. Except as from time to time otherwise determined by
the directors, the fiscal year of the Corporation shall end on the last day of
April in each year.

     Section 2. SEAL. The seal of the Corporation shall, subject to alteration
by the directors, consist of a flathead, circular die with the words "Vermont",
"Maple Products, Inc." and "1975" cut or engraved thereon.

     Section 3. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation and the name of the registered agent shall
be as set forth in the Articles of Association. The books of the Corporation
including its stock ledger, books of account, and minute books, shall be kept at
the registered office of the Corporation or its Secretary in St. Johnsbury,
Vermont.

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     Section 4. AGENTS. The Board of Directors may appoint agents of the
Corporation possessing authority as broad as is not inconsistent with these
By-laws or applicable law.

     Section 5. VOTING OF SHARES IN OTHER CORPORATIONS. Except as the directors
may otherwise designate, the President or Treasurer may waive notice of, and
appoint any person or persons to act as proxy or attorney in fact for this
Corporation (with or without power of substitution), at any meeting of
shareholders of any other corporation or organization, the securities of which
may be held by this Corporation.

     Section 6. AMENDMENTS. These By-laws may at any time be repealed, altered
or amended by vote of the directors.

                                   ARTICLE VII

                       NOTES, CHECKS, DRAFTS AND CONTRACTS

     Section 1. THE NOTES, CHECKS AND DRAFTS. The notes, checks and drafts of
the Corporation shall be signed by such person or persons as the Board of
Directors may from time to time designate and in the absence of such designation
by the Treasurer. Manual signature or signatures shall be required on all notes
and drafts of the Corporation. In the case of checks of the Corporation, either
manual or facsimile signature or signatures may be used.

     Section 2. CONTRACTS. Contracts of the Corporation shall be executed by
such person or persons as may be generally designated by the Board of Directors
and, in the absence of such designation, by the President, a Vice-President or
the Treasurer.

                                  ARTICLE VIII

                          INDEMNIFICATION AND INSURANCE

     Section 1. The Corporation shall indemnify its directors, officers,
employees and agents against any liability incurred by any of them in their
capacity as such, to the full extent permitted by the laws of Vermont, in
accordance with the following provisions.

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     Section 2. THIRD PARTY SUITS. The Corporation shall indemnify any person
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 (other than by action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     Section 3. DERIVATIVE ACTIONS. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is 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 attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in

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connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; provided, however, that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of his duty to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

     Section 4. PAYMENT IN ADVANCE. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VIII.

     Section 5. NON-EXCLUSIVITY. The indemnification provided by this Article
VIII shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall insure to the benefit of the heirs, executors and administrators
of such person.

     Section 6. INSURANCE. The Corporation 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 corporation, partnership, joint venture, trust or other
enterprise against any liability asserted

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against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VIII.

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