Exhibit 3.16

                           IROQUOIS TOOL SYSTEMS, INC.
                                     BYLAWS

                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE One - SHAREHOLDERS' MEETINGS...........................................1

         1.01.    Place of Meeting.............................................1
         1.02.    Annual Meetings..............................................1
         1.03.    Special Meetings.............................................1
         1.04.    Notice.......................................................2
         1.05.    Quorum and Action............................................3
         1.06.    Voting; Powers...............................................4
         1.07.    Presiding Officer............................................5
         1.08.    Judges of Election...........................................5
         1.09.    Determination of Shareholders of Record......................6
         1.10.    Written Consent..............................................7
         1.11.    Meetings by Means of Conference Telephone....................7

ARTICLE Two - DIRECTORS........................................................8

         2.01.    Powers.......................................................8
         2.02.    Numbers; Qualifications......................................8
         2.03.    Election; Vacancies..........................................8
         2.04.    Place of Meetings............................................9
         2.05.    Regular Meetings.............................................9
         2.06.    Special Meetings.............................................9
         2.07.    Notice......................................................10
         2.08.    Quorum and Action...........................................11
         2.09.    Written Consent.............................................11
         2.10.    Meetings by Means of Conference Telephone...................12
         2.11.    Compensation................................................12
         2.12.    Duties......................................................12
         2.13.    Personal Liability..........................................14
         2.14.    Committees..................................................14

ARTICLE Three - OFFICERS......................................................15

         3.01.    Election....................................................15
         3.02.    Compensation................................................15
         3.03.    Term; Removal...............................................15
         3.04.    President...................................................15
         3.05.    Secretary...................................................16
         3.06.    Treasurer...................................................16



ARTICLE Four - SHARE CERTIFICATES AND TRANSFERS...............................17

         4.01.    Certificates................................................17
         4.02.    Transfers...................................................17
         4.03.    Lost or Destroyed Certificates..............................17
         4.04.    Dividends; Reserves.........................................18

ARTICLE Five - SHAREHOLDER RIGHTS.............................................18

         5.01.    Inspection of Corporate Records.............................18
         5.02.    Financial Reports to Shareholders...........................19

ARTICLE Six - DEPOSIT OF FUNDS AND CORPORATE RECORDS..........................19

         6.01.    Deposit of Funds............................................19
         6.02.    Corporate Records...........................................19

ARTICLE Seven - REIMBURSEMENT.................................................20

         7.01.    Reimbursement...............................................20

ARTICLE Eight - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS.............20

         8.01.    Indemnification.............................................20
         8.02.    Advances....................................................21
         8.03.    Non-Exclusivity.............................................21
         8.04.    Security for Indemnification Obligation.....................21

ARTICLE Nine - GENERAL PROVISIONS.............................................22

         9.01.    Office......................................................22
         9.02.    Seal........................................................22
         9.03.    Fiscal Year.................................................22
         9.04.    Amendment of Bylaws.........................................22





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                           IROQUOIS TOOL SYSTEMS, INC.
                           ---------------------------

                                     BYLAWS



                      ARTICLE ONE - SHAREHOLDERS' MEETINGS
                      ------------------------------------

         1.01. Place of Meeting. Meetings of the shareholders shall be held at
any place within or without the Commonwealth of Pennsylvania as the Board of
Directors may designate. In the absence of such designation, shareholders'
meetings shall be held at the principal office of the corporation.

         1.02. Annual Meetings. Annual meetings of the shareholders shall be
held at 10:00 a.m. on the first Monday in April if not a legal holiday, and if a
legal holiday, then on the next secular day. At the annual meeting, the
shareholders shall elect a Board of Directors and transact any other business
which is within the power of the shareholders. If the annual meeting has not
been held during any calendar year, any shareholder may call a meeting at any
time.

         1.03. Special Meetings. (1) Special meetings of shareholders may be
called at any time by any of the following: (i) the President; (ii) the Board of
Directors; (iii) holders of not less than one-fifth (1/5) of all the shares
outstanding and entitled to vote at the meeting.

               (2) Upon the written request of anyone entitled to call a special
meeting of the shareholders, the Secretary shall call a special




meeting to be held at such time as the Secretary may fix, which date shall not
be more than fifteen (15) days after receipt of the request. Business transacted
at the special meeting shall be limited to the objects stated in the notice and
any related matters unless all shareholders entitled to vote are present and
consent. If the Secretary neglects or refuses to issue the call, the person
making the request for a meeting may do so.

         1.04. Notice. (1) Written notice of all meetings of the shareholders
shall be given by or at the direction of the person authorized to call the
meeting to each shareholder of record entitled to vote at the meeting at least
five (5) days before the day named for the meeting unless a greater period of
notice is required by law. The notice shall specify the place, day and hour of
the meeting and, in the case of a special meeting of shareholders, the general
nature of the business to be transacted.

               (2) Whenever written notice is required to be given to a
shareholder, it may be given to the shareholder personally, by mail or by
telegram, charges prepaid, to the address supplied by the shareholder to the
corporation for the purpose of notice, or, if no address has been supplied, to
the address appearing on the books of the corporation. If notice is sent by mail
or telegram, it shall be deemed to have been given to the shareholder when
deposited in the United States mail or with a telegraph office for transmission
to the shareholder.



                                       2


               (3) Whenever written notice is required to be given to a
shareholder, a waiver in writing, signed by the shareholder entitled to the
notice, whether before or after the time stated in the notice, shall be deemed
equivalent to the giving of the notice. Except in the case of a special meeting
of shareholders, the waiver of notice need not specify the business to be
transacted at the meeting or the purpose of the meeting. Attendance of a person,
either in person or by proxy, at any meeting shall constitute a waiver of notice
of the meeting, except where a person attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting was not
lawfully called or convened.

               (4) When a meeting is adjourned, to a subsequent time notice need
not be given of the subsequent meeting or of the business to be transacted at
the subsequent meeting, other than by announcement at the initial meeting.

         1.05. Quorum and Action. (1) A majority of the outstanding shares,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a





                                       3


quorum is present, the affirmative vote of the majority of shares represented at
the meeting and voting shall be act of the shareholders, unless the vote of a
greater number or voting by classes is otherwise required.

               (2) The shareholders may continue to do business notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. In the
absence of a quorum, any meeting of shareholders may be adjourned by the vote of
a majority of the shares represented in person or by proxy. Meetings at which
directors are to be elected can be adjourned for periods not to exceed fifteen
(15) days. At the second meeting to elect directors, the shareholders present in
person or by proxy shall constitute a quorum for the purpose of electing
directors.

         1.06. Voting; Powers. (1) Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders unless the Articles provide otherwise.

               (2) Cumulative voting shall be allowed at elections of directors
unless otherwise provided in the Articles.

               (3) At elections of directors the voting need not be by ballot
unless a shareholder demands election by ballot before the voting begins.

               (4) A shareholder entitled to vote or entitled to express, in
writing, consent to or dissent from corporate action may do so by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact and
filed with the Secretary of the corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a proxy shall not
be effective until notice has been given to the Secretary of




                                       4


the corporation. No proxy shall be valid after eleven (11) months from the date
of its execution, unless otherwise provided in the proxy, but in no event shall
a proxy, unless coupled with an interest, be valid after three (3) years from
the date of its execution. A proxy shall not be revoked by the death or
incapacity of the shareholder unless written notice is given to the Secretary of
the corporation before the vote is counted or the authority is exercised.

               (5) No share shall be voted if any installment on the shares is
due and unpaid.

               (6) A shareholder shall not sell his vote or execute a proxy to
any person for anything of value.

         1.07. Presiding Officer. All meetings of the shareholders shall be
called to order and presided over by the President, or in his absence by a Vice
President, or in his absence by the Secretary, and if none of these are present,
by a chairman elected by the shareholders.

         1.08. Judges of Election. (1) Prior to any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not be shareholders,
to act at the meeting or at any adjournment. If the Board of Directors has not
appointed judges of election, the chairman of the meeting may, and on the
request of any shareholder or his proxy shall, appoint judges of election for
the meeting. The number of judges shall be one (1) or three (3). If judges are
appointed at a meeting on the request of a



                                       5


shareholder or his proxy, the majority of shares represented at the meeting and
voting shall determine whether one (1) or three (3) judges are to be appointed.
No person who is a candidate for office shall act as a judge.

               (2) On request of the chairman of the meeting, or of any
shareholder or his proxy, the judges shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate of
any fact found by them.

         1.09. Determination of Shareholders of Record. (1) The officer or agent
having charge of the transfer books shall make, at least five (5) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, with the address of and the
number of shares held by each, which list shall be subject to inspection by any
shareholder at any time during usual business hours. The shareholder list shall
be produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any shareholder at any time during the meeting. The
original share ledger or transfer book, or duplicate kept in this Commonwealth,
shall be prima facie evidence as to who are the shareholders entitled to vote
and to examine the shareholder list or share ledger or transfer book.

               (2) For the purpose of determining shareholders entitled to
notice of, or to vote at, any meeting of shareholders, or shareholders entitled
to receive payment of any dividend, or in order to make a







                                       6


determination of shareholders for any other proper purpose, the Board of
Directors may fix in advance a record date for any such determination which
shall be not more than fifty (50) days prior to the date on which the particular
action requiring such determination is to be taken.

               (3) The Board of Directors may close the stock record books of
the corporation for a period not to exceed fifty (50) days, in which case
written notice shall be provided, at least ten (10) days before the closing, to
each shareholder of record. While the stock transfer books of the corporation
are closed, no transfer of shares shall be made.

               (4) If no record date is fixed for the determination of
shareholders entitled to receive notice of, or vote at, a shareholders' meeting,
transferees of shares which are transferred on the books of the corporation
within ten (10) days preceding the date of the meeting shall not be entitled to
notice of or to vote at the meeting.

         1.10. Written Consent. 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 taken, shall be signed by all of the shareholders entitled to
vote on such action, and filed with the Secretary of the corporation.

         1.11. Meetings by Means of Conference Telephone. One or more
shareholders may participate in a meeting of the shareholders by means of






                                        7



conference telephone or similar communications equipment if all shareholders
participating in the meeting can hear each other. Such participation shall be
equivalent to presence or attendance in person at the meeting.


                            ARTICLE TWO - DIRECTORS
                            -----------------------

         2.01. Powers. The business of the corporation shall be managed by the
Board of Directors. The Board of Directors may exercise all such powers of the
corporation and do all such lawful acts as are not by statute or by the Articles
or by these Bylaws directed or required to be exercised or done by the
shareholders.

         2.02. Numbers; Qualifications. The first Board of Directors shall
consist of the Directors appointed by the Incorporator and shall serve until the
next annual meeting of the Shareholders.

               There shall be at least three (3) Directors except that when the
Corporation has two (2) voting Shareholders the Board of Directors may consist
of two (2) Directors, and when the Corporation has one (1) voting Shareholder
the Board of Directors may consist of one (1) Director. The exact number of
Directors shall be determined by resolution of the Shareholders. The directors
need not be residents of this Commonwealth or shareholders of the corporation.

         2.03. Election; Vacancies. (1) Except as provided in paragraph (2)
below, each director shall be elected by the shareholders at their annual




                                       8


meeting and shall remain in office until the next succeeding annual meeting or
until his successor is elected and qualified, or his earlier death, resignation
or removal.

               (2) Vacancies in the Board of Directors, excluding those
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than a
quorum, and each person so elected shall be a director until his successor is
elected by the shareholders at the next annual meeting of the shareholders or at
any special meeting called for that purpose, or his earlier death, resignation
or removal.

         2.04. Place of Meetings. Meetings of the Board of Directors shall be
held at any place within or without the Commonwealth of Pennsylvania as may be
designated by a majority of the directors or as may be designated in the notice
calling the meeting.

         2.05. Regular Meetings. The Board of Directors shall hold a regular
meeting immediately following the annual meeting of the shareholders, and at
such other times as the Board of Directors determines.

         2.06. Special Meetings. Special meetings of the Board of Directors may
be called by the President or the Secretary on the written request of a majority
of the directors in office.





                                       9


         2.07. Notice. (1) The Board of Directors may designate a standard time,
place and day or date of its regular meetings and shall notify each director
either orally or in writing of such designation. Once such notice has been
given, no further notice of regular meetings need be given unless a regular
meeting is held at a time, place, day or date other than those designated. In
the latter case, or if no designation has been made, oral or written notice of
the time and place of the meeting shall be given to each director at least
twenty-four (24) hours in advance.

               Oral or written notice of all special meetings of the Board of
Directors shall be given to each director at least twenty-four (24) hours before
the time set for the meeting either personally, by mail, telegram or telephone.
The notice shall specify the time and place of the special meeting and the
general nature of the business to be transacted.

               (2) Whenever written notice is required to be given to a
director, it may be given personally, by mail or by telegram, charges prepaid,
to the address supplied by the director to the corporation for the purpose of
notice, or, if no address has been supplied, to the address appearing on the
books of the corporation. If the notice is sent by mail or by telegram, it shall
be deemed to have been given to the director when deposited in the United States
mail or with a telegraph office for transmission to the director.



                                       10


               (3) Whenever written notice is required to be given to a
director, a waiver in writing, signed by the director entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of notice. Except in the case of a special meeting of the Board of
Directors neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver. Attendance of a director, either in
person or by proxy, at any meeting shall constitute a waiver of notice of the
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.

               (4) When a meeting of the directors is adjourned to a subsequent
time, notice need not be given of the subsequent meeting or of the business to
be transacted at the subsequent meeting, other than by announcement at the
initial meeting.

         2.08. Quorum and Action. A majority of the directors in office shall
constitute a quorum for the transaction of business, and the acts of a majority
of the directors present and voting at a meeting at which a quorum is present
shall be the acts of the Board of Directors.

         2.09. Written Consent. Any action which may be taken at a meeting of
the Board of Directors may be taken without a meeting if a consent or consents
in writing, setting forth the action taken, shall be signed by all of





                                       11


the directors entitled to vote and shall be filed with the Secretary of the
corporation.

         2.10. Meetings by Means of Conference Telephone. One or more directors
may participate in a meeting of the Board of Directors, or of a committee of the
Board of Directors, by means of conference telephone or similar communications
equipment if all directors participating in the meeting can hear each other.
Such participation shall be the equivalent of presence or attendance in person
at the meeting.

         2.11. Compensation. Unless approved by the shareholders, directors
shall not receive any remuneration for their services as directors.
Additionally, reimbursement for expenses of attendance at each regular or
special meeting of the Board of Directors may be allowed by resolution of the
Board of Directors. Nothing contained in these Bylaws shall be construed to
preclude any director from receiving compensation for services to the
corporation in any other capacity.

         2.12. Duties. A director of this Corporation shall stand in a fiduciary
relation to this Corporation and shall perform his duties as a director,
including his duties as a member of any committee of the Board of Directors upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of this Corporation, and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a





                                       12


director shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:

               (1)  One or more officers or employees of this Corporation whom
                    the director reasonably believes to be reliable and
                    competent in the matters presented.

               (2)  Counsel, public accountants or other persons as to matters
                    which the director reasonably believes to be within the
                    professional or expert competence of such persons.

               (3)  A committee of the Board of Directors upon which he does not
                    serve, duly designated in accordance with law, as to matters
                    within its designated authority, which committee the
                    director reasonably believes to merit confidence.

               A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause his reliance
to be unwarranted.

               In discharging the duties of their respective positions, the
Board of Directors, committees of the Board of Directors and individual
directors may, in considering the best interests of this Corporation, consider
the effects of any action upon employees, upon suppliers and customers of this
Corporation and upon communities in which offices or other establishments of



                                       13



this Corporation are located, and all other pertinent factors. The consideration
of these factors shall not constitute a violation of this section.

               Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of this Corporation.

         2.13. Personal Liability. Directors shall not be personally liable for
monetary damages as such for any action taken, or any failure to take any action
unless (i) the director has breached or failed to perform the duties of his
office under Section 2.12, and (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. The provisions of this section
shall not apply to (i) the responsibility or liability of a director pursuant to
any criminal statute; or (ii) the liability of a director for the payment of
taxes pursuant to local, state or Federal law.

         2.14. Committees. The Board of Directors may by resolution establish
one or more committees consisting of two or more of the directors, which to the
extent provided in such resolution may exercise the power of the Board in the
management of the business and affairs of the corporation. Each committee shall
keep minutes of its proceedings and report the same to the Board at its next
meeting.




                                       14


                            ARTICLE THREE - OFFICERS
                            ------------------------

         3.01. Election. The officers of the corporation shall be a President, a
Secretary and a Treasurer, selected by the directors. The Board of Directors may
choose a Chairman of the Board and/or a Vice-President and/or other officers and
agents who shall hold their offices for such terms and shall have such authority
and shall perform such duties as are prescribed by the Board of Directors. Any
number of offices may be held concurrently by the same person. It shall not be
necessary for the officers to be directors.

         3.02. Compensation. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

         3.03. Term; Removal. (1) The officers of the corporation shall hold
office for one (1) year or until their successors are chosen and qualified. Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served by such removal.

               (2) If the office of any officer or agent becomes vacant for any
reason, the Board of Directors may choose a successor who shall hold office for
the unexpired term or until his successor is elected.

         3.04. President. The President shall be the chief executive officer of
the corporation unless such authority is conferred by the Board of Directors
upon a Chairman of the Board. The President shall preside at all



                                       15


meetings of the shareholders and of the Board of Directors and shall have
general and active management of the business of the corporation. The President
shall see that all orders and resolutions of the Board of Directors are carried
into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers, not conferred by law exclusively on the President,
to any other officer or officers of the corporation. The President shall execute
bonds, mortgages and other contracts requiring a seal under the seal of the
corporation. The President shall be a member of all committees and shall have
the general powers and duties of supervision and management usually vested in
the office of the president of a corporation.

         3.05. Secretary. The Secretary shall attend all meetings of the Board
of Directors and of the shareholders. The Secretary shall record the votes and
the minutes of the meetings in a book to be kept for that purpose; and shall
perform similar duties for all committees of the Board of Directors when
required. The Secretary shall give, or cause to be given, notice of all meetings
of shareholders and of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or President. The
Secretary shall keep the corporate seal of the corporation in safe custody, and
when authorized by the Board of Directors, affix the same to any instrument.

         3.06. Treasurer. The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of




                                       16


receipts and disbursements in books belonging to the corporation, and shall keep
the moneys of the corporation in a separate account to the credit of the
corporation. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors taking proper vouchers for such disbursements,
and shall render to the President and Board of Directors, at the regular
meetings of the Board of Directors or whenever they may require it, an account
of the financial condition of the corporation.


                ARTICLE FOUR - SHARE CERTIFICATES AND TRANSFERS
                -----------------------------------------------

         4.01. Certificates. The share certificates of the corporation shall be
numbered and registered in the share ledger and transfer books of the
corporation as they are issued. They shall be signed by the President and
Secretary and shall bear the corporate seal.

         4.02. Transfers. Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates, endorsed by the person named in
the certificate or by attorney lawfully constituted in writing. No transfer
shall be made which is inconsistent with law.

         4.03. Lost or Destroyed Certificates. If a share certificate shall be
lost, destroyed or mutilated, a new certificate may be issued upon such terms
and indemnity to the corporation as the Board of Directors may prescribe.




                                       17


         4.04. Dividends; Reserves. The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation. Before payment of any
dividend there may be set aside out of the net profits of the corporation such
sum or sums as the Board of Directors, in their sole discretion, think proper as
a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
corporation. The Board of Directors may abolish any reserve in the manner in
which it was created.


                       ARTICLE FIVE - SHAREHOLDER RIGHTS
                       ---------------------------------

         5.01. Inspection of Corporate Records. Upon written demand under oath
stating a proper purpose, every shareholder shall have a right to examine, in
person or by agent or attorney, during normal business hours, the share
register, books or records of account, and records of the proceedings of the
shareholders and directors, and shall have the right to make copies or extracts.
A proper purpose shall mean a purpose reasonably related to the person's
interest as a 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 other writing which authorizes
the attorney or other agent to act on behalf of the shareholder. The demand
under oath shall be directed to the corporation at its registered office in this
Commonwealth or at its principal place of business.




                                       18


         5.02. Financial Reports to Shareholders. The President and Board of
Directors shall present at each annual meeting a full and complete statement of
the business and affairs of the corporation for the preceding year. Such
statement shall be prepared and presented in whatever manner the Board of
Directors shall deem advisable and need not be audited, reviewed, compiled or
verified by a certified public accountant.


              ARTICLE SIX - DEPOSIT OF FUNDS AND CORPORATE RECORDS
              ----------------------------------------------------

         6.01. Deposit of Funds. (1) All funds of the corporation shall be
deposited with such depositories as the Board of Directors may select or as may
be selected by any officer or agent to whom such power may be delegated by the
Board of Directors.

               (2) All checks, drafts, or other orders for payment of money,
notes, or other evidences of indebtedness, issued in the name of or payable to
the corporation, shall be signed or endorsed by such person and in such manner
as shall be determined by the Board of Directors.

         6.02. Corporate Records. The corporation shall keep at the registered
office or principal place of business of the corporation an original or
duplicate record of the proceedings of the shareholders and of the directors,
and the original or a copy of its Bylaws, including all amendments or
alterations to date, certified by the Secretary of the corporation. The
corporation shall keep an original or duplicate share register at the registered
office or principal place of business or at the office of a




                                       19


transfer agent or registrar, giving the names of the shareholders, their
addresses and the number and classes of shares held by each shareholder.


                         ARTICLE SEVEN - REIMBURSEMENT
                         -----------------------------

         7.01. Reimbursement. Any payments made to an officer or employee of the
corporation such as a salary, commission, bonus, interest, rent, or
reimbursement of entertainment expenses incurred by the officer or employee,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by the officer or employee to the
corporation to the full extent of the disallowance. The Board of Directors shall
enforce payment of each amount disallowed. In lieu of payment by the officer or
employee, subject to the determination of the directors, proportionate amounts
may be withheld from the officer's or employee's future compensation payments
until the amount owed to the corporation has been recovered.


       ARTICLE EIGHT - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
       -----------------------------------------------------------------

         8.01. Indemnification. The corporation shall indemnify to the full
extent required by law, and may indemnify or agree to indemnify to the full
extent permitted by law, 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, by reason
of that person's being or having been a director, officer, employee




                                       20


or agent of the corporation or of any other enterprise at the request of the
corporation.

         8.02. Advances. 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 upon receipt of an
undertaking by or on behalf of the person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation.

         8.03. Non-Exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, these Bylaws shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any Bylaw, agreement, vote of shareholders, or
disinterested directors or pursuant to the direction of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

         8.04. Security for Indemnification Obligation. The Corporation shall
have the authority to create a fund of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner, its
indemnification obligations, whether arising under these Bylaws or otherwise.
This authority shall include, without limitation, the authority to (i) deposit
funds in trust or in escrow, (ii) establish any form of




                                       21


self-insurance, (iii) secure its indemnity obligation by grant of a security
interest, mortgage or other lien on the assets of the Corporation, or (iv)
establish a letter of credit, guaranty or surety arrangement for the benefit of
such persons in connection with the anticipated indemnification or advancement
of expenses contemplated by this Article.


                       ARTICLE NINE - GENERAL PROVISIONS
                       ---------------------------------

         9.01. Office. The registered office of the corporation shall be at 101
Loomis Street, North East, Pennsylvania 16428. The corporation may also have
offices at such other places as the Board of Directors may designate.

         9.02. Seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania."

         9.03. Fiscal Year. The fiscal year of the corporation for tax and
accounting purposes shall be the calendar year.

         9.04. Amendment of Bylaws. These Bylaws may be amended or repealed, and
new Bylaws may be adopted by the majority vote of shareholders entitled to vote
at any regular or special meeting of the shareholders, after notice to the
shareholders of that purpose.




                                       22


                           IROQUOIS TOOL SYSTEMS, INC.

                          WRITTEN CONSENT TO ACTION BY

                         SHAREHOLDERS WITHOUT A MEETING


         Pursuant to the laws of the State of Pennsylvania, the undersigned,
being the sole shareholder of Iroquois Tool Systems, Inc. (the "Corporation"),
hereby adopts, by this written consent to action in lieu of a special meeting of
shareholders, the following resolutions with the same force and effect as if
they had been unanimously adopted at a duly convened meeting of the shareholders
of the Corporation:

         RESOLVED, that Article III of the By-Laws be and they are hereby
         amended to read in full as follows:

                  "Section 3.07 Contracts and Instruments. Each of the
                  President, any Vice President, and the Treasurer, shall have
                  the power to enter into, sign (manually or through facsimile),
                  execute and deliver contracts (including, without limitation,
                  bonds, deeds and mortgages) and other instruments evidencing
                  the Corporation's rights and obligations on behalf of and in
                  the name of the Corporation. Except as otherwise provided by
                  law, any of these officers may delegate the foregoing powers
                  to any other officer, employee or attorney-in-fact of the
                  Corporation by written special power of attorney."

         RESOLVED FURTHER, that the proper officers of this Company be and they
         hereby are authorized and directed to execute such instruments and take
         such steps as shall be necessary or advisable to effect such amendment.

Dated this 3rd day of September, 2001.

                                            ECHLIN INC.


                                            By: /s/ A. Glenn Paton
                                                --------------------------------
                                                A. Glenn Paton
                                                Vice President and Treasurer