EXHIBIT 3.16

                                     BY-LAWS

                                       OF

                                MEGA MARTS, INC.

                               ARTICLE I. OFFICES

         SECTION 1.1. Principal Office. The principal office of the corporation
in the State of Wisconsin shall be located in the City of Oak Creek, County of
Milwaukee. The corporation may have such other offices, either within or without
the State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

         SECTION 1.2. Registered Office. The registered office of the
corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may be, but need not be, identical with the principal
office in the State of Wisconsin, and the address of the registered office may
be changed from time to time by the Board of Directors.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

         SECTION 2.1. Annual Meeting. The annual meeting of the shareholders
shall be held within 75 days after the close of the fiscal year and at such time
and place as the Chairman of the Board shall direct, and if he does not act, as
the Directors shall determine, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

         SECTION 2.2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board or the Board of Directors, and shall be
called by the Chairman of the Board at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.

         SECTION 2.3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual meeting, or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin, as the place for holding such meeting. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Wisconsin, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of
the shares represented thereat.



         SECTION 2.4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than thirty days before the date of the meeting, either personally or
by mail, by or at the direction of the Chairman of the Board, or the Secretary,
or the officer or persons calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock record books of the
corporation with postage thereon prepaid.

         SECTION 2.5. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
not to exceed, in any case, fifty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not less
than ten days nor more than fifty days prior to the date of the proposed
meeting. When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
be applied to any adjournment thereof except where the determination has been
made through the closing of the stock transfer books and the stated period of
closing has expired.

         SECTION 2.6. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Though less than a quorum of
the outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
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
according to the original notice thereof. Any meeting at which the holders of
all of the outstanding shares are present in person or represented by proxy, or
at which the holders of all of the outstanding stock have waived notice shall be
deemed a properly constituted meeting of the shareholders.

         SECTION 2.7. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

         SECTION 2.8. Voting of Shares. Each outstanding share shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.
Shares standing in the name of another corporation may be voted by any officer
of such corporation, or any proxy appointed by any such officer of such
corporation, in the absence of express notice to this corporation, given in
writing to the Secretary of the corporation in connection with the particular
meeting, that such officer has no authority to vote such shares. Shares held by
an administrator, executor, guardian or conservator may be voted by such
fiduciary, either in person or by proxy, without a

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transfer of such shares into his name, provided that there is filed with the
Secretary before or at the time of the meeting proper evidence of his incumbency
and the number of shares held by him. Shares standing in the name of a fiduciary
may be voted by him in person or by proxy. A proxy executed by a fiduciary shall
be conclusive evidence of the signer's authority to act in the absence of
express notice to this corporation, given in writing to the Secretary, that such
manner of voting is expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.

         SECTION 2.9. Waiver of Notice by Shareholders. Whenever any notice
whatever is required to be given to any shareholder or the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation or under the provisions of any statute, a waiver thereof in
writing, signed at any time, before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice.

         SECTION 2.10. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which 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.

                        ARTICLE III. BOARD OF DIRECTORS

         SECTION 3.1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.

         SECTION 3.2. Tenure and Qualifications. The number of directors of the
corporation shall be five (5). Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
except as they may be subject to removal as provided in Section 9 of this
Article. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.

         SECTION 3.3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of shareholders, and each adjourned
session thereof. The Board of Directors may provide, by resolution, the time and
place, either within or without the State of Wisconsin, for the holding of
additional regular meetings without other notice than such resolution.

         SECTION 3.4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board or of
the Secretary or of any two directors. The person or persons calling such
meeting may fix any time or place for holding any special meeting of the Board
of Directors called by them.

         SECTION 3.5. Notice. Notice of any special meeting shall be given at
least forty-eight hours previously thereto by oral notice or written notice
delivered personally or mailed to each director at his last known address, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram such notice shall be deemed to be delivered when given to
the telegraph company. Whenever any notice whatever is required to be given to
any director of the

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corporation under the provisions of these by-laws or under the provisions of the
articles of incorporation or under the provisions of any statute, a waiver
thereof in writing, signed at any time, whether before or after the time of
meeting, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting and objects thereto 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
of Directors need be specified in the notice or waiver of notice of such
meeting.

         SECTION 3.6. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

         SECTION 3.7. Manner of Acting. The act 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, unless the act of a greater number is required by these by-laws or
by-law.

         SECTION 3.8. Vacancies. Any vacancy occurring in the Board of Directors
for any cause other than by reason of an increase in the number of directors may
be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, and any vacancy occurring by
reason of an increase in the number of directors may be filled by action of a
majority of the entire Board of Directors, provided, however, that if at any
time less than a majority of the directors holding office at that time were
elected by the shareholders a special meeting of the shareholders shall be held
promptly and in any event within sixty days thereafter for purposes of filling
any existing vacancies in the Board of Directors.

         SECTION 3.9. Removal of Directors. Any director may be removed from
office, with or without cause, at any time, and another person may be elected to
his place to serve for the remainder of his term, at any special meeting of the
shareholders called for such purpose, by vote of a majority of all the shares of
stock of the corporation then outstanding and entitled to vote at such meeting.
In the event that any vacancy so created shall not be filled by the shareholders
at such meeting, such vacancy may be filled by the directors as provided in
Section 8, above.

         SECTION 3.10. Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee.

         SECTION 3.11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors of a committee thereof at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the

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adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         SECTION 3.12. Informal Action by Board of Directors. Any action
required to be taken at a meeting of the Board of Directors, or any other action
which may be taken at a meeting of the Board of Directors, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof.

         SECTION 3.13. Committees. The Board of Directors by resolution adopted
by the affirmative vote of a majority of the number of directors fixed by
Section 2 of this Article III may designate one or more committees, each
committee to consist of three (3) or more directors elected by the Board of
Directors, which to the extent provided in said resolution, as initially
adopted, and as thereafter supplemented or amended by further resolution adopted
by a like vote, shall have and may exercise, when the Board of Directors is not
in session, the powers of the Board of Directors in the management of the
business and affairs of the corporation, except action in respect to dividends
to shareholders, election of officers or the filling of vacancies in the Board
of Directors or committees created pursuant to this section. The Board of
Directors may elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any meeting
of such committee, upon request by the Chairman of the Board or upon request by
the chairman of such meeting. Each such committee shall fix its own rules
governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request.

                              ARTICLE IV. OFFICERS

         SECTION 4.1. Principal Officers. The principal officers of the
corporation shall be a Chairman of the Board, President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of President and
Secretary and the offices of President and Vice President.

         SECTION 4.2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.

         SECTION 4.3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment shall not of itself create contract rights.

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     SECTION 4.4. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 4.5. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and, subject to the control of the
Board of Directors, shall in general supervise and control all of the business
and affairs of the corporation. He shall, when present, preside at all meetings
of the stockholders, of the Board of Directors, and of the executive committee
of the Board of Directors. He may sign, with the President or the Treasurer or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed or which are necessary or proper to be executed in the
course of the Corporation's regular business, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors or
by these By-Laws or some other law to be otherwise signed or executed, and in
general shall perform all duties incident to the office of Chairman of the Board
and such other duties as may be prescribed by the Board of Directors from time
to time.

     SECTION 4.6. President. The President shall be the chief operating officer
of the Corporation. He shall, in the absence of the Chairman of the Board,
preside at all meetings of the stockholders, of the Board, preside at all
meetings of the stockholders, of the Board of Directors and of the executive
Committee of the Board of Directors. During the absence or disability of the
Chairman of the Board he shall exercise the functions of the chief executive
officer of the Corporation. He may sign, with the Chairman of the Board or the
Treasurer or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed or which are necessary or proper to be executed in
the course of the Corporation's regular business, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws or some other law to be otherwise signed or
executed, and in general shall perform all such other duties as are incident to
his office or are properly required by him by the Board of Directors or the
Chairman of the Board. He shall have the authority, subject to such rules,
directions or orders, as may be prescribed by the Chairman of the Board or the
Board of Directors, to appoint and terminate the appointment of such agents and
employees of the Corporation as he shall deem necessary, to prescribe their
power, duties and compensation and to delegate authority to them.

     SECTION 4.7. Vice President. In the absence of the Chairman of the Board
and President, in the event of their death or inability to act, the Vice
President, or if there shall be more than one, the Vice Presidents, in the order
determined by the Board of Directors, shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President or Vice Presidents, as the
case may be, shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

     SECTION 4.8. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that

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all notices are duly given in accordance with the provisions of these by-laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder; (e) sign with the President or a Vice President certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board or by the Board of
Directors.

     SECTION 4.9. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive arid give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
by-laws; (c) sign, with the Chairman of the Board or the President or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed or which are necessary or proper to be executed in the
course of the Corporation's regular business, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors or
by these By-Laws or some other law to be otherwise signed or executed; and (d)
in general, perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board or by the Board of Directors.

     SECTION 4.10. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

             ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 5.1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer records of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.

     SECTION 5.2. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the

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rights and powers of an owner. Where a certificate for shares is presented to
the corporation with a request to register for transfer, the corporation shall
not be liable to the owner or any other person suffering loss as a result of
such registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the corporation had no duty to inquire into
adverse claims or has discharged any such duty. The corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed under the authority
of the Board of Directors.

               ARTICLE VI. OFFICERS AND DIRECTORS; LIABILITY AND
                 INDEMNIFICATION; TRANSACTIONS WITH CORPORATION

     SECTION 6.1. Liability of Directors and Officers. No person shall be liable
to the corporation for any loss or damage suffered by it on account of any
action taken or omitted to be taken by him as a director or officer of the
corporation, or of any other corporation which he serves as a director or
officer at the request of the corporation, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the corporation or upon statements made or information furnished by officers or
employees of the corporation which he had reasonable grounds to believe to be
true. The foregoing shall not be exclusive of other rights and defenses to which
he may be entitled as a matter of law.

     SECTION 6.2. Indemnification of Officers and Directors.

     (a) The corporation shall indemnify any person who was or is a party or
threatened to be made a party or otherwise subject to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether brought or conducted by or in the right of the
corporation or by any other person, corporation, plan or entity), by reason of
or relating to any actual or alleged act or failure to act or neglect or breach
of duty by him, including but not limited to any act or failure to act alleged
or determined to have been negligent, or to have violated the Employee
Retirement Income Security Act of 1974, as a director, officer, employee or
agent of the corporation, or as a director, officer, employee or agent of
another corporation, partnership, joint venture, plan, trust or other enterprise
while serving at the request of the corporation, against expenses, including
attorneys' fees, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding; except, that, no indemnification shall be provided (1) in connection
with any claim, issue or matter as to which a judgment or other final
adjudication thereof shall establish that acts of active and deliberate
dishonesty committed by any such person with actual dishonest purpose and intent
were material to the cause of action so adjudicated, or that the person involved
received an improper personal benefit, or (2) in respect of any amount of any
claim arising under Section 16(b) of the Securities Exchange Act of 1934, as
amended, or (3) in respect of any expense incurred by him in his assertion of
any claim against any person. The termination of any action, suit or proceeding
by judgment, order, conviction, settlement or upon plea of no contest or its
equivalent shall not, of itself, preclude indemnification under this provision.

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     (b) Any indemnification under paragraph (a) of this Article shall be made
unless the corporation shall determine that the director, officer, employee or
agent has not met in whole or in part the relevant standards of conduct
established in paragraph (a) of this Article. Such determination shall be made:

           (i)   By the Board of Directors by a majority vote of a quorum
     consisting of directors who were directors at the time of the occurrence
     giving rise to the claim, action or proceeding involved and who are not
     parties to such action, suit or proceeding; or

           (ii)  If such a quorum is not obtainable, or even if obtainable a
     quorum of such directors so directs, pursuant to a written opinion that
     such standards have not been met by the corporation's principal legal
     counsel as last designated by the Board as such prior to the time of the
     occurrence giving rise to the claim, action or proceeding involved, or in
     the event for any reason such counsel is unwilling to serve, legal counsel
     mutually acceptable to the corporation and the person seeking
     indemnification; or

           (iii) By the Board of Directors by a majority vote of a quorum
     consisting of current directors who were not parties to such action, suit
     or proceeding; or

           (iv)  By the shareholders.

     (c) The corporation may, but shall not be required to, supplement the right
of indemnification under this Article by any lawful means, including without
limitation by reason of enumeration, (i) the purchase of insurance on behalf of
any one or more of such persons, whether or not the corporation would be
obligated to indemnify such person under paragraph (a) of this Article or
otherwise, and (ii) individual or group indemnification agreements with any one
or more of such persons.

     (d) Expenses, including attorneys' fees, incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, upon receipt of a
written agreement by or on behalf of the director, officer, employer or agent to
repay such amount, if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as to such amounts. No security
shall be required for such undertaking. Notwithstanding the foregoing, the
corporation may refrain from or suspend payment of expenses in advance if at any
time before the final determination described in paragraph (b), the Board or
legal counsel, as the case may be, acting in accordance with the procedures of
paragraph (b), determine by a preponderance of the evidence then available that
the officer, director or employee has not met the relevant standards of conduct
set forth in paragraph (a).

     (e) The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall not be deemed exclusive of any other right to
which a person seeking indemnification or advancement of expenses may be
entitled under Section 180.05 of the Wisconsin Statutes (or any successor
provision) or otherwise by applicable law, or 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

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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 a person.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (g) This section may be amended only by a vote of not less than two-thirds
of the corporation's outstanding capital stock.

     (h) This section shall be deemed to be a contract between the corporation
and each previous, current or future director, officer, employee or agent. The
provisions of this Article shall be applicable to all actions, claims, suits or
proceedings, commenced after the adoption hereof, whether arising from any
action taken or failure to act before or after such adoption. No amendment,
modification or repeal of this section shall diminish the rights provided hereby
or diminish the right to indemnification with respect to any claim, issue or
matter in any then pending or subsequent proceeding which is based in any
material respect on any alleged action or failure to act which occurred before
such amendment, modification or repeal.

     (i) As used in this Article, (1) the terms "director," "officer" and
"employee" shall include the estate or personal representative of any such
person; (2) a person shall be considered to be serving an employee benefit plan
as a director, officer or employee of the plan at the corporation's request if
his duties to the corporation also impose duties on or otherwise involve
services by him to the plan or, in connection with the plan, to participants in
or beneficiaries of the plan.

     (j) Notwithstanding any provisions of this Article to the contrary,
indemnification shall not be provided to the extent payment thereof is
prohibited by applicable law.

     SECTION 6.3. Transactions with the Corporation. The Board of Directors may
from time to time authorize transactions by officers, directors and employees
with the corporation, and may authorize lending money and granting credit of the
corporation to or for the use of such officers, directors and employees,
provided that the directors who vote for or assent to the making of a loan to an
officer or director of the corporation shall be jointly and severally liable to
the corporation for the amount of such loan until the repayment thereof, unless
such directors shall sustain the burden of proof that such loan was made for a
proper business purpose.

     Any contract or other transaction between the corporation and one or more
of its directors, or between the corporation and any firm of which one or more
of its directors are members or employees, or in which they are interested, or
between the corporation and any corporation or association of which one or more
of its directors are shareholders, members, directors, officers or employees, or
in which they are interested, shall be valid for all purposes, notwithstanding
the presence of such director or directors at the meeting of the Board of
Directors of the corporation, which acts upon, or in reference to, such contract
or transaction, and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless,

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authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote. This
section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

                            ARTICLE VII. AMENDMENTS

     SECTION 7.1. By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.

     SECTION 7.2. By Directors. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.

     SECTION 7.3. Implied Amendments. Any action taken or authorized by the
shareholders by the affirmative vote of the holders of the majority of the
shares entitled to vote thereon or by the Board of Directors by affirmative vote
of a majority of the directors, shall be given the same effect as though the
by-laws had been temporarily amended so far as is necessary to permit the
specific action so taken or authorized.

                          ARTICLE VIII. MISCELLANEOUS

     SECTION 8.1. Repayment. Any payments made to an officer or other employee
of the corporation, including but not limited to, salary, bonus, interest, rent
or entertainment expenses incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, or any fringe
benefit which shall be treated as a taxable dividend by the Internal Revenue
Service, shall be reimbursed by such individual to the corporation to the full
extent of such disallowance or dividend treatment. It shall be the duty of the
Board of Directors to enforce payment of each amount. In lieu of payment by the
individual, the Board of Directors may withhold from the future compensation
payments due to the individual any sums until the amount owed to the corporation
has been recovered.

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