The purpose of this filing is to disclose an addition to the By-Laws of the
Company under Article III, Section 11 - Vacancies. No other changes were
adopted, authorized or approved by the Board of Directors.












                         AMENDED AND RESTATED BY-LAWS OF
                            REINHOLD INDUSTRIES, INC.


                                    ARTICLE I

                                     OFFICES

     SECTION 1. Delaware Office.  The registered office of Reinhold  Industries,
Inc. (the "Corporation") within the State of Delaware shall be maintained at the
office of  Corporate  Trust  Company  in the City of  Welmington,  County of New
Castle.

         SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without,
the State of Delaware, as the Board of Directors of the corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

         SECTION 2. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held on the first Tuesday of each [________________], or on such other date and
at such time as may be fixed by the Board. If the Annual Meeting shall not be
held on the day designated, the Board shall call a special meeting of
stockholders as soon as practicable for the election of directors.

         SECTION 3. Special Meetings. Special meetings of stockholders, unless
otherwise provided by law, may be called at any time by the Board, the President
or stockholders owning, in the aggregate, twenty-five (25%) percent or more of
the outstanding Common Stock of the Corporation. Any such call must specify the
matters to be acted upon at such meeting and only such matters shall be acted
upon thereat.

         SECTION 4. Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than ten (10) nor more than sixty (60) days
before the date of said meeting, to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be directed to such stockholder at his
address as it appears on the stock records of the Corporation, unless he shall
have filed with the Secretary a written request that notices to him be mailed to
some other address, in which case it shall be directed to him at such other
address. Notice of an adjourned meeting need not be given if the time and place
to which the meeting is to be adjourned was announced at the meeting at which
the adjournment was taken, unless (i) the adjournment is for more than thirty
(30) days or (ii) the Board shall fix a new record date for such adjourned
meeting after the adjournment.

         SECTION 5. Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law.

         SECTION 6. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, holders of shares
having a majority of the voting power of the capital stock present or
represented by proxy at the meeting may adjourn the meeting from time to time
until a quorum shall be present or represented by proxy. At any such adjourned
meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the meeting originally
called if a quorum had been present or represented by proxy thereat.

         SECTION 7. Voting. Except as otherwise provided in the Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation") at each
meeting of stockholders, every stockholder of the Corporation entitled to vote
shall be entitled to one vote for every share of capital stock standing in his
name on the stock records of the Corporation (i) at the time fixed pursuant
Section 6 of Article VII of these By-Laws as the record date for the
determination of stockholders entitled to vote at such meeting or (ii) if no
such record date shall have been fixed, then at the close of business on the day
next preceding the day on which notice thereof shall be given. At each meeting
of stockholders, all matters shall be decided by a majority of the votes cast at
such meeting by the holders of shares of capital stock present or represented by
proxy and entitled to vote thereon, a quorum being present, except where a
different vote is required by law or the Certificate of Incorporation.

         SECTION 8. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint two inspectors of election. If,
for any such election of directors or the voting upon any such other matter, any
inspector appointed by the Board shall be unwilling or unable to serve, or if
the Board shall fail to appoint inspectors, the chairman of the meeting shall
appoint the necessary inspector or inspectors. The inspectors so appointed,
before entering upon the discharge of the duties, shall be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to the
best of their ability and the oath so taken shall be subscribed by them. Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all challenges
and questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result, and do such acts as proper
to conduct the election or vote with fairness to all stockholders on request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of
election of directors. Inspectors need not be stockholders.


                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of Board. The Board may select one of its
members to be Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of the Board and of the stockholders. If the
Chairman is not present, the members of the Board then present elect one of the
members so present to serve as Acting Chairman.

         SECTION 2. Number and Terms. Except as otherwise fixed by or pursuant
to the provisions of the Certificate of Incorporation of the Corporation
relating to the rights of the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, the number
of directors of the Corporation shall be determined from time to time by vote of
a majority of the entire Board of Directors, provided that the number thereof
may not be less than three nor more than ten. Directors are elected at each
annual shareholders' meeting and serve for a term expiring at the following
annual shareholders' meeting. A director who has been removed pursuant to
Section 10 of this Article III ceases to serve immediately upon removal;
otherwise, a director whose term has expired continues to serve until a
successor is elected and qualifies or until there is a decrease in the number of
directors.

         SECTION 3. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board by any stockholder entitled to
vote generally in the election of directors who complies with the procedures set
forth in this Section. Directors shall be at least 21 years of age. Directors
need not be stockholders. At each meeting of stockholders for the election of
directors at which a quorum is present, the persons receiving a plurality of the
votes cast shall be elected directors. All nominations by stockholders shall be
made pursuant to timely notice in proper written form to the Secretary of the
Corporation. To be timely, a stockholder notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
thirty (30) days nor more than sixty (60) days prior to the meeting; provided,
however, that in the event that less than forty (40) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. To be in
proper written form, such stockholders notice shall set forth in writing (i) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; and (ii) as to the stockholder giving the
notice, (x) the name and address, as they appear on the Corporations books, of
such stockholder and (y) the class and number of shares of the Corporation which
are beneficially owned by such stockholder. In the event that a stockholder
seeks to nominate one or more directors, the Secretary shall appoint two
inspectors, who shall not be affiliated with the Corporation, to determine
whether a stockholder has complied with this Section 3. If the inspectors shall
determine that a stockholder has not complied with this Section 3, the
inspectors shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the By-Laws of the Corporation, and the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.

         SECTION 4. Place of Meetings. Meetings of the Board shall be held at
the Corporation's office in the State of Delaware or at such other place, within
or without such State, as the Board may from time to time determine or as shall
be specified or fixed in the notice or waiver of notice of any such meeting.

         SECTION 5. Regular Meetings. Regular meetings of the Board shall be
held quarterly in accordance with a yearly meeting schedule as determined by the
Board; or such meetings may be held on such other days and at such other times
as the Board may from time to time determine. Notice of regular meetings of the
Board need not be given except as otherwise required by these By-Laws.

         SECTION 6. Special Meetings. Special meetings of the Board may be
called by the Chairman or the President and shall be called by the Secretary at
the request of any two directors.

         SECTION 7. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required), stating
the time, place and purposes thereof, shall be mailed to each director,
addressed to him or her at his or her residence or usual place of business, or
shall be sent to him or her by telex, cable or telegram so addressed, or shall
be given personally by telephone on twenty-four hours' notice.

         SECTION 8. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. Except where a different vote is required by law, the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors present
at any meeting at which a quorum shall be present shall be the act of the Board.
Any action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.

         SECTION 9. Resignation. Any director may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the President or the Secretary shall be deemed
to constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 10. Removal of Directors. To the extent permitted by law, any
director may be removed from office, with or without cause, by the affirmative
vote of such number of shares of Common Stock as would be sufficient to elect
him if then voted at a meeting held to elect the entire Board of Directors.
Notwithstanding the foregoing, and except as otherwise required by law, whenever
the holders of any one or more series of Preferred Stock shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the provisions of this Section shall not apply with respect to the director or
directors elected by such holders of Preferred Stock.

         SECTION 11. Vacancies. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, the
Board of Directors may fill the vacancy. If the directors remaining in office
constitute fewer than a quorum of the Board, the directors remaining in office
may fill the vacancy by the affirmative vote of a majority of those directors.
Any director elected to fill a vacancy holds office until the next annual
meeting of the shareholders and until a successor is elected and qualified.





                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

         SECTION 1. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board
which shall consist of such number of members (but not less than three) as the
Board shall determine, one of whom shall be the President. Except as provided by
Delaware law, during the interval between the meetings of the Board, the
Executive Committee shall possess and may exercise all the powers of the Board
in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business by the
committee and the act of a majority of the members of the committee present at a
meeting at which a quorum shall be present shall be the act of the committee.
Either the President or the Chairman of the Executive Committee may call the
meetings of the Executive Committee.

         SECTION 2. Appointment and Powers of Audit Committee. The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members of the Board as the Board shall determine. The
Audit Committee shall (i) make recommendations to the Board as to the
independent accountants to be appointed by the Board; (ii) review with the
independent accountants the scope of their examination; (iii) receive the
reports of the independent accountants and meet with representatives of such
accountants for the purpose of reviewing and considering questions relating to
their examination and such reports; (iv) review, either directly or through the
independent accountants, the internal accounting and auditing Procedures of the
Corporation; and (v) perform such other functions as may be assigned to it from
time to time by the Board. The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall he the act of the committee.

         SECTION 3. Other Committees. The Board may, by resolution adopted by
the affirmative vote of a majority of the authorized number of directors,
designate members of the Board to constitute such other committees of the Board
as the Board may determine. Such committees shall in each case consist of such
number of directors as the Board may determine, and shall have and may exercise,
to the extent permitted by law, such powers as the Board may delegate to them,
in the respective resolution appointing them. Each such committee may determine
its manner of acting and fix the time and place of its meeting, unless the Board
shall otherwise provide. A majority of the members of any such committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of such committee present at a meeting at which a
quorum shall be present shall be the act of the committee.

         SECTION 4. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another. Participation by such means shall constitute presence in person at
a meeting of the committee.

         SECTION 5. Changes in Committees; Resignations. The Board shall have
power, by the affirmative vote of a majority of the authorized number of
directors, at any time, to change the members of, fill vacancies in, or
discharge any committee of Board. Any member of any such committee may resign at
any time by giving notice to the Corporation; provided, however, that notice to
the Board, the Chairman of the Board, President, the chairman of such committee
or the Secretary shall be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at any later time
specific therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. A member of any such
committee may be removed at any time, either with or without cause, by the
affirmative vote of a majority the authorized number of any meeting of the
Board.


                                    ARTICLE V

                                    OFFICERS

         SECTION 1. Number and Qualification. The Corporation shall have such
officers as may be necessary or desirable for business of the Corporation. There
shall be elected by the Board persons having the titles and exercising the
duties (as prescribed by the By-Laws or by the Board) of Chairman of the Board,
President, Vice President, Treasurer and Secretary, and such other persons
having such other titles and such other duties as the Board may prescribe. The
same person may hold more than one office. The Chairman of the Board shall be
elected from among the directors. Unless otherwise determined by the Board, the
officers the Corporation shall be elected by the Board at the annual meeting of
the Board, and shall be elected to hold office until the next succeeding annual
meeting of the Board. In the event of the failure to elect officers at such
annual meeting, officers may be elected at any regular or special meeting of the
Board. Each officer shall hold office until his successor has been elected and
qualified, or until his earlier death, resignation or removal.

         SECTION 2. Resignations. Any officer may resign at any time by giving
written notice to the Corporation; provided, however, that notice to the Board,
the President, Chairman of or the Secretary shall be deemed to constitute notice
to the Corporation. Such resignation shall take effect upon receipt of such
notice or at any later time specified therein.

         SECTION 3. Vacancies. Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

         SECTION 4. President. The President shall be the chief executive
officer of the Corporation. The President shall have general and day-to-day
supervision of the business and affairs of the Corporation. He shall perform the
duties incident to the office of the President and all such other duties and
shall have such other powers as are specified in these By-Laws or as shall be
assigned to or conferred upon him from time to time by the Board by resolution
or in any employment agreement approved by the Board.

         SECTION 5. Vice President. Each Vice President shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the Board. In the absence of a President, the duties of a President shall be
performed and his power may be exercised by such Vice President as may be
designated by the President or, failing such designation, such duties shall be
performed and such power may be exercised by each Vice President in the order of
their earliest election to that office; subject in any case to review and
superseding action by the President.

         SECTION 6. Treasurer. The Treasurer shall have charge and custody of,
and responsibility for, all funds and securities of the Corporation, shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation, shall deposit all moneys and other valuables for the credit of
the corporation in such depositories as may be designated pursuant to these
By-Laws, shall receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever, shall disburse the funds of the
Corporation and shall render at all regular meetings of the Board, or whenever
the Board may require, an account of all his transactions as Treasurer. He
shall, in general, perform all the duties incident to the office of Treasurer
and all such other duties as may be assigned to him from time to time by the
President or such other officers whom the Treasurer reports.

         SECTION 7. Secretary. The Secretary shall, if present, act as secretary
of, and keep the minutes of all meetings of the Board, the Executive Committee
and other committees of the Board and the stockholders in one or more books
provided for the purpose, shall see that all notices are duly given in
accordance with these By-Laws and as required by law, shall be custodian of the
seal of the corporation and shall affix and attest the seal to all documents to
be executed on behalf of the Corporation under its seal. He shall, in general,
perform all the duties incident to the office of Secretary and all such other
duties as may be assigned to him from time to time by the President or such
other officer to whom the secretary reports.

         SECTION 8. Additional Officers. The Board may by resolution appoint
such other officers and agents as it may deem appropriate, and such other
officers and agents shall hold their offices for such terms and shall exercise
such powers and perform such duties as may be determined from time to time by
the Board.

         SECTION 9. Bonds of Officers. If required by the Board, any officer of
the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.

         SECTION 10. Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving any such salary by reason of the fact that he or she is also a
director of the Corporation.


                                   ARTICLE VI

                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

         SECTION 1. Contracts. The Board may authorize any officer or officers,
agents, in the name and on behalf of the Corporation, to enter into any contract
or to execute and deliver any instrument, which authorization may be general or
confined to specific instances; and, unless so authorized by the Board, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
liable pecuniarily for any purpose or for any amount.

         SECTION 2. Checks, etc. All checks, drafts, bills of exchange or other
orders for the Payment of money out of the funds of the corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf the Corporation in such manner as shall from time to time
be authorized by the Board, which authorization may be general or confined to
instances.

         SECTION 3. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall he issued its name, unless authorized
by the Board, which authorization may be general or confined to specific
instances. All bond debentures, notes and other obligations or evidences of
indebtedness of the Corporation issued for such loans shall be made executed and
delivered as the Board shall authorize.

         SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time for the credit of the Corporation
in such banks, trust companies or other depositories as may be selected by or in
the manner designated by the Board. The Board or designees may make such special
rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of the Certificate of Incorporation or these By-laws, as they may
deem advisable.

                                   ARTICLE VII

                                  CAPITAL STOCK

         SECTION 1. Stock Certificate. Each stockholder shall be entitled to
have, in such form as shall be approved by the Board, a certificate or
certificates signed by the Chairman of the Board or the President, and by either
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary (except that, when any such certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation or an employee of
the Corporation, the signatures of any such officers may be facsimiles, engraved
or printed), which may be sealed with the seal of the Corporation (which seal
may be a facsimile, engraved or printed), certifying the number of shares of
capital stock of the Corporation owned by such stockholder. In the event any
officer who has signed or whose facsimile signature has been placed upon any
such certificate shall have ceased to be such officer before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.

         SECTION 2. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to be prepared or made, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of capital stock registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
for the duration thereof, and may be inspected by any stockholder of the
Corporation who is present.

         SECTION 3. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholder entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         SECTION 4. Transfers of Capital Stock. Transfers of shares of capital
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the holder of record thereof, by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or by the transfer agent of the Corporation, and only on
surrender of the certificate or certificates representing such shares, properly
endorsed or accompanied by a duly executed stock transfer power. The Board may
make such additional rules and regulations as it may deem advisable concerning
the issue and transfer of certificate representing shares of the capital stock
of the Corporation.

         SECTION 5. Lost Certificates. The Board may direct a new certificate to
be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate, the Board may,
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

         SECTION 6. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividends or other distributions or allotments of any rights, or entitled to
exercise any rights in respect to any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty (60) days nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

         SECTION 7. Beneficial Owner. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof, except as otherwise provided by law.


                                  ARTICLE VIII

                                   FISCAL YEAR

         The Corporation's fiscal year shall coincide with the calendar year.


                                   ARTICLE IX

                                      SEAL

         The corporate seal shall be in such form as the Board of Directors
shall prescribe.


                                    ARTICLE X

                                WAIVER OF NOTICE

         Whenever any notice is required by law, the Certificate of
Incorporation or these By-Laws to be given to any director, member of a
committee or stockholder, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether signed before or after the time stated
in such written waiver, shall be deemed equivalent to such notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business on the
grounds that the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders, directors, or members of a committee of Directors need be
specified in any written waiver of notice.


                                   ARTICLE XI

                                   AMENDMENTS

         These By-Laws or any of them may be amended or supplemented in any
respect at any time, either (i) at any meeting of stockholders; provided that
any amendment or supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such meeting; or (ii) by the
written consent of the Board or at any meeting of the Board, provided that any
amendment or supplement proposed to be acted upon at any such meeting shall have
been described or referred to in the notice of such meeting or an announcement
with respect thereto shall have been made at the last previous Board meeting.