CMKM Diamonds/Inc · 10SB12G · On 8/3/99 · EX-3.2

Filed On 8/3/99   ·   SEC Files 0-26919 (10-12G), 0-26919   ·   Accession Number 938492-99-407

This Filing was Corrected by the SEC on 9/8/99.

Registration of Securities of a Small-Business Issuer   ·   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration of Securities                            34    142K 
 2: EX-3.1      Certificate of Incorporation                          13     34K 
 3: EX-3.2      By-Laws                                               24     57K 
 4: EX-4.1      Form of Common Stock                                   1      5K 
 5: EX-10.1     Performance Equity Plan                               12     63K 
 6: EX-21.1     Subsidiaries of Cybermark                              1      4K 
 7: EX-27       Financial Data Schedule                                1      6K 

EX-3.2   ·   By-Laws

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                                                                     EXHIBIT 3.2

 BY-LAWS

OF

CYBER MARK INTERNATIONAL CORP.

 ARTICLE I

Stockholders

                  Section 1.1 Annual Meetings. An annual meeting of stockholders
shall be held for the election of directors at such date, time and place either 
within or without the State of Delaware as may be designated by the Board of    
Directors from time to time. Any other proper business may be transacted at the 
annual meeting.                                                                 

                  Section 1.2 Special Meetings. Special meetings of stockholders
may be called at any time by the Chairman of the Board, the President or the    
Board of Directors, to be held at such date, time and place either within or    
without the State of Delaware as may be stated in the notice of the meeting.    

             Section 1.3 Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the  
meeting shall be given which shall state the place, date and hour of the        
meeting. In the case of a special meeting, the notice shall also state the      
purpose or purposes for which the meeting is called and no other business shall 
be transacted at such special meeting. Unless otherwise provided by law, the    
written notice of any meeting shall be given not less than ten nor more than    
sixty days before the date of the meeting to each stockholder entitled to vote  
at such meeting. If mailed, such notice shall be deemed to be given             

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when deposited in the United States mail, postage prepaid, directed to the      
stockholder at such stockholder's address as it appears on the records of the   
Corporation. A failure to give or any defect or irregularity in giving the      
notice for an annual meeting shall not affect or invalidate the proceedings of  
such annual meeting.                                                            

                 Section 1.4 Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time   
and place thereof are announced at the meeting at which the adjournment is      
taken. At the adjourned meeting the Corporation may transact any business which 
might have been transacted at the original meeting. If the adjournment a new    
record date is fixed for the adjourned meeting, a notice of the adjourned       
meeting shall be given to each stockholder of record entitled to vote at the    
meeting.                                                                        

               Section 1.5 Quorum. At each meeting of stockholders, except
where otherwise provided by law or the Certificate of Incorporation or these    
By-laws, the holders of a majority of the outstanding shares of each class of   
stock entitled to vote at the meeting, present in person or represented by      
proxy, shall constitute a quorum. For purposes of the foregoing, two or more    
classes or series of stock shall be considered a single class if the holders    
thereof are entitled to vote together as a single class at the meeting. In the  
absence of a quorum, the stockholders so present may, by majority vote, adjourn 
the meeting from time to time in the manner provided by Section 1.4 of these    
By-laws until a quorum shall attend. Shares of its own capital stock belonging  
on the record date for the meeting to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of    
such other corporation is held, directly or indirectly, by the Corporation,     
shall neither be entitled to vote nor be counted for quorum purposes;           

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provided, however, that the foregoing shall not limit the right of the          
Corporation to vote stock, including but not limited to its own stock, held by  
it in a fiduciary capacity.                                                     

               Section 1.6 Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board or in the absence of the Chairman of 
the Board, by the President, or in the absence of the President by a Vice       
President, or in the absence of the foregoing persons by a chairman designated  
by the Board of Directors, or in the absence of such designation, by a chairman 
chosen at the meeting. The Secretary shall act as secretary of the meeting, or  
in the absence of the secretary by an Assistant Secretary, or in their absence  
the Chairman of the meeting may appoint any person to act as secretary of the   
meeting.                                                                        

                 Section 1.7 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, each stockholder entitled to vote at any meeting  
of stockholders shall be entitled to one vote for each share of stock held by   
such stockholder which has voting power upon the matter in question. Each       
stockholder entitled to vote at a meeting of stockholders may authorize another 
person or persons to act for such stockholder by proxy, but no such proxy shall 
be voted or acted upon after three years from this date, unless the proxy       
provides for a longer period. A duly executed proxy shall be irrevocable if it  
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may   
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly 
executed proxy bearing a later date with the Secretary of the Corporation.      
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors unless the chairman of such meeting shall so determine. 
At all meetings of stockholders for the election of directors, a plurality of   

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the votes cast shall be sufficient to elect. With respect to other matters,     
unless otherwise provided by law or by the Certificate of Incorporation or these
By-laws, the affirmative vote of the holders of a majority of the shares of all 
classes of stock present in person or represented by proxy at the meeting and   
entitled to vote on the subject matter shall be the act of the stockholders.    
Where a separate vote by class is required, the affirmative vote of the holders 
of a majority of the shares of each class present in person or represented by   
proxy at the meeting shall be the act of such class, except as otherwise        
provided by law or by the Certificate of Incorporation or these By-laws.        

                Section 1.8 Fixing Date for Determination of Stockholders of
Record. 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 dividend or other distribution or         
allotment of any rights, or entitled to exercise any rights in respect of any   
change, conversion or exchange of stock or for the purpose of any other lawful  
action, the Board of Directors may fix, in advance, a record date, which shall  
not be more than sixty nor less than ten days before the date of such meeting,  
nor more than sixty days prior to any other action. If no record date is fixed: 
(1) the record date for determining stockholders entitled to notice of or to    
vote at a meeting of stockholders shall be at the close of business on the day  
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is     
held; and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the date on which the Board adopts the     
resolution relating thereto. A determination of stockholders or record entitled 
to notice of or to vote at a meeting of stockholders shall apply to any         

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adjournment of the meeting; provided, however, that the Board may fix a new     
record date for the adjourned meeting.                                          

          Section 1.9 List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten 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 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 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 specified, at the place where the meeting is to be held. 
The list shall also be produced and kept at the meeting, during the whole time  
thereof, and may be inspected by any stockholder who is present.                

ARTICLE II

Board of Directors

                Section 2.1 Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the director of the     
Board of Directors, except as may be otherwise provided by law or in the        
Certificate of Incorporation. The Board shall consist of one or more members,   
the number thereof to be determined from time to time by the Board.             

               Section 2.2 Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of          
stockholders next succeeding his or her election and until his or her successor 
is elected and qualified or until his or her earlier resignation or removal. Any
director may resign at any time upon written notice to the Board of Directors,  
the                                                                             

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Chairman of the Board or the Secretary of the Corporation. Such resignation     
shall take effect at the time specified therein, and unless otherwise specified 
therein no acceptance of such resignation shall be necessary to make it         
effective. A director or the entire Board of Directors may be removed, with or  
without cause, by the holders of a majority of the shares then entitled to vote 
at an election of directors. Whenever the holders of any class or series of     
stock are entitled to elect one or more directors by the provisions of the      
Certificate of Incorporation, the provisions of the preceding sentence shall    
apply, in respect to the removal without cause of the director or directors so  
elected, to the vote of the holders of the outstanding shares of that class or  
series and not to the vote of the outstanding shares as a whole. Unless         
otherwise provided in the Certificate of Incorporation or these By-laws,        
vacancies and newly created directorships resulting from any increase in the    
authorized number of directors elected by all of the stockholders having the    
right to vote as a single class or from any other cause may be filled by a      
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes of stock  
or series thereof are entitled to elect one or more directors by the provisions 
of the Certificate of Incorporation, vacancies and newly created directorships  
of such class or classes or series may be filled by a majority of the directors 
elected by such class or classes or series thereof then in office, or by the    
sole remaining director so elected.                                             

                  Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.                                               

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                Section 2.4 Special Meetings.  Special meetings of the Board
of Directors may be held at any time or place within or without the State of    
Delaware whenever called by the Chairman of the Board and Chief Executive       
Officer, by the Executive Committee of the Board, or by any three directors or  
the entire Board of Directors. At least two days prior written notice thereof   
shall be given by the person or persons calling the meeting.                    

                 Section 2.5 Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Certificate of Incorporation or   
these By-laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors  
or of such committee, as the case may be, by means of conference telephone or   
similar communications equipment by means of which all persons participating in 
the meeting can hear each other, and participation in a meeting pursuant to this
Bylaw shall constitute presence in person at such meeting.                      

                 Section 2.6 Quorum; Vote Required for Action. At all meetings
of the Board of Directors, a majority of the entire Board of Directors shall    
constitute a quorum for the transaction of business. The vote of a 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 Certificate of Incorporation or these      
By-laws shall require a vote of a greater number. In case at any meeting of the 
Board of Directors a quorum shall not be present, the members of the Board of   

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Directors present may adjourn the meeting from time to time until a quorum shall
attend.                                                                         

                  Section 2.7  Organization.  Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, or in his or her absence by
a chairman chosen at the meeting. The Secretary, or in the absence of the       
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in 
the absence of the Secretary and any Assistant Secretary the chairman of the    
meeting may appoint any person to act as secretary of the meeting.              

                 Section 2.8 Annual Meeting. The Board of Directors shall meet
at such time and place as shall be determined by the Chairman of the Board, on  
the day of the annual meeting of stockholders, or as soon as practicable        
thereafter, to elect the officers of the Corporation for the ensuing year. The  
Board of Directors shall also elect the members of the several committees       
provided for by these By-laws. Such meeting shall be the Annual Meeting and     
shall be a regular meeting of the Board of Directors for the transaction of     
business.                                                                       

         Section 2.9 Compensation. Each member of the Board of
Directors who is not a salaried officer of the Corporation or of any subsidiary 
of the Corporation, may be paid such fees, retainers and other compensation, if 
any, as shall be fixed by the Board of Directors, in addition to transportation 
and other expenses actually incurred by the directors in attending special or   
regular meetings of the Board of Directors or of any committee of which the     
director is a member.                                                           

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              Section 2.10 Action by Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, any  
action required or permitted to be taken at any meeting of the Board of         
Directors, or of any committee thereof, may be taken without a meeting if all   
members of the Board or of such committee, as the case may be, consent thereto  
in writing, and the writing or writings are filed with the minutes of           
proceedings of the Board of Directors or committee.                             

 ARTICLE III

Committees of the Board of Directors

            Section 3.1  Establishment of Committees.  The following
committees are hereby established as committees of the Board of Directors:      

(a)      Executive Committee                
(b)      Audit Committee                    
(c)      Nominating Committee               

The Board of Directors shall elect members of such committees only from this own
members. The Board of Directors shall determine the number of members of each   
committee and may increase or decrease that number from time to time; provided  
that the number of members of each committee shall not be less than the number  
hereinafter provided in this Article III. The Board of Directors may remove     
members form any committee and fill vacancies in membership. Each committee     

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shall have such authority as shall be delegated to it by the Board of Directors 
from time to time and the authority to determine its own rules of procedure, the
time and place of its meetings and the kind, time, and contents of notice of    
meetings to be given to its members. No committee shall have the power or       
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions      
providing for the issuance of shares of stock adopted by the Board of Directors,
fix any of the preferences or rights of such shares relating to dividends,      
redemption, dissolution, any distribution of assets of the Corporation or the   
conversion into, or the exchange of such shares for, shares of any other class  
or classes or any other series of the same or any other class or classes of     
stock of the Corporation), adopting an agreement of merger or consolidation,    
recommending to the stockholders the sale, lease or exchange of all or          
substantially all of the Corporation's property and assets, recommending to the 
stockholders a dissolution of the Corporation or a revocation of a dissolution, 
removing or indemnifying directors or amending the By-laws of the Corporation;  
and, unless the resolution, By-laws, or Certificate of Incorporation expressly  
so provide, no committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock.                                          

                Section 3.2 The Executive Committee. The Executive Committee
shall consist of at least three members, a majority of whom shall be persons who
are not officers or employees of the Corporation. The Executive Committee shall 
meet on call, when required, to act during the intervals between meetings of the
Board of Directors with a quorum of not less than three members. Subject to the 
limitations set forth in Section 3.1, the Executive Committee shall have and may
exercise all of the authority of the Board of Directors in the management of the
business of the Corporation, except for: (a) those powers which are to be       

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exercised only with the approval of other committees, as provided in the By-laws
or by the Board of Directors; and (b) the filling of vacancies in the Board of  
Directors or in any committee.                                                  

          The Chairman of the Board shall be the Chairman of the
Executive Committee and the Board of Directors may designate a Vice-Chairman.   
The Executive Committee may itself elect a Secretary to keep minutes of its     
meetings and, from time to time, if it so desires, may name a member to act as  
Secretary and keep the minutes of a particular meeting. the Executive Committee 
may fill vacancies among the officers of the Corporation, but any officer       
appointed by the Executive Committee may be removed by the Board of Directors.  
All actions taken by the Executive Committee shall be reported to the Board of  
Directors at the meeting of the Board of Directors following such actions.      

              Section 3.3 The Audit Committee. The Audit Committee shall
consist of at least two members. The membership of the Audit Committee shall    
include either one person, if the Audit Committee is two persons, or a majority 
of persons, if the Audit Committee is more than two persons, who are not        
officers or relatives of principal executive officers, employees, and           
consultants compensated on a continuing basis by the Corporation.               

                  The Audit Committee shall periodically review with the General
Auditor and with the independent accountants the scope of the auditing          
procedures and the policies relating to internal accounting procedures and      
controls of the Corporation and its subsidiaries and shall make recommendations 
to management in relation thereto. The Audit Committee shall review the public  
financial statements of the Corporation with the Comptroller and may call upon  
the Comptroller for such other reports and discussions as the Audit committee   

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may consider desirable. The Audit Committee shall review each annual report on  
the consolidated financial statements submitted by the independent accountants  
and may call upon them for such other reports and discussions as the Audit      
Committee may consider desirable. The Audit Committee shall report its findings,
recommendations and conclusions to the Board of Directors at least once each    
year.                                                                           

         The Audit Committee shall consult with management and
recommend to the Board of Directors the independent accountants to be nominated 
for appointment by the shareholders each year, and upon appointment, the        
independent accountants shall have direct access to the Committee.              

              Section 3.4 Nominating Committee. The Nominating Committee
shall consist of at least two members. The Nominating Committee shall review and
make recommendations to the Board of Directors with respect to candidates or    
directors of the Corporation, review appointments of directors to committees of 
the Board of Directors and review and recommend the scope of activities to be   
undertaken by the committees of the Board of Directors.                         

                 Section 3.5 Other Committees. The Board of Directors may also
appoint other committees from time to time composed wholly of members of the    
Board of Directors and may confer such powers upon each of such committees as   
the Board of Directors may desire.                                              

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ARTICLE IV

Officers

                  Section 4.1 Election of Officers. The Board of Directors shall
elect at the Annual Meeting a President, one or more Vice Presidents, a         
Secretary, and a Treasurer. The Board of Directors may elect a Chairman of the  
Board (who shall be a member of the Board of Directors). The Board of Directors 
may also elect or appoint a Comptroller Assistant Secretaries, Assistant        
Treasurers, Assistant Comptrollers, and such other officers or agents as the    
Board of Directors shall determine necessary or desirable.                      

                 Section 4.2 Term of Officer; Resignation; Removal; Vacancies.
Except as otherwise provided in the resolution of the Board of Directors        
electing any officer, each officer shall hold office until the Annual Meeting of
the Board of Directors after the annual meeting of stockholders next succeeding 
his or her election, and until his or her successor is elected and qualified or 
until his or her earlier resignation or removal. Any officer may resign at any  
time upon written notice to the Board of Directors or to the President or the   
Secretary of the Corporation. Such resignation shall take effect at the time    
specified therein, and unless otherwise specified therein no acceptance of such 
resignation shall be necessary to make it effective. The Board of Directors may 
remove any officer with or without cause at any time. Any such removal shall be 
without prejudice to the contractual rights of such officer, if any, with the   
Corporation, but the election of an officer, if any, with the Corporation, but  
the election of an officer shall not of itself create contractual rights. Any   
vacancy occurring in any office of the Corporation by death, resignation,       
removal or otherwise may be filled for the unexpired portion of the term by the 
Board of Directors at any regular or special meeting.                           

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                Section 4.3  The Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the Board of Directors.                  

                 Section 4.4 The President. The President shall have authority
to execute all contracts and agreements authorized by the Board of Directors and
shall perform such other duties and have other responsibilities and authorities 
as shall be prescribed from time to time by the Board of Directors, including   
but, not limited to the following:                                              

               (a)      have general supervision of the entire business of
                          the Corporation, subject to the control of the Board
of Directors;             

              (b)      have general supervision over the officers of the
                      Corporation and shall prescribe the duties to be
                          performed by them in addition to those prescribed by
                 these By-laws or by the Board of Directors;

                (c)      see that all orders and resolutions of the Board of
        Directors are carried into effect;

               (d)      from time to time report to the Board of Directors
                        all matters which the interests of the Corporation
                    may require to be brought to their notice; and

                  (e)      have the general powers and duties of supervision and
                     management usually vested in the President of a
corporation.              

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              Section 4.5 The Vice Presidents. The Vice Presidents shall
have authority to execute contracts and agreements authorized by the board of   
Directors and shall perform such other duties and have other responsibilities   
and authorities as shall be prescribed from time to time by the Board of        
Directors. Any Vice President may be designated by the Board of Directors or by 
the Chairman of the Board and Chief Executive Officer as an Executive Vice      
President, a Senior Vice President or an Administrative Vice President.         

                 Section 4.6 The Secretary. The Secretary shall give notice of
all meetings of the stockholders and the Board of Directors and shall record all
votes and proceedings of the stockholders and the Board of Directors in a minute
book kept for that purpose. The Secretary shall have custody of the seal of the 
Corporation and shall affix it to any instrument requiring the same. The        
Secretary shall perform such other duties and have such other responsibilities  
and authorities as shall be prescribed form time to time by the Board of        
Directors.                                                                      

        Section 4.7 The Assistant Secretaries. The assistant
Secretaries shall be vested, under the supervision of the Secretary, with all of
the powers of the Secretary and shall, in the absence of the Secretary, perform 
all duties of the Secretary required to be performed.                           

          Section 4.8       The Treasurer.  The Treasurer shall:

                  (a)      select, subject  to change by the Board of Directors,
                      financially sound depositories in which shall be
                        deposited all monies and other valuable effects of
the Corporation;          

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                  (b)      be responsible for the investment and reinvestment of
                         funds of the Corporation in accordance with general
                         investment policies determined from time to time by
the Corporation;          

           (c)      see that the Corporation is adequately insured
                   against liability and that its properties are
                        adequately insured against loss or destruction and
                administer such programs for insurance and
                         self-insurance as may from time to time be approved
by the Corporation;       

                 (d)      disburse the funds of the Corporation in the regular
                        conduct of the Corporation's business or as may be
        ordered by the Board of Directors;

                (e)      ensure that the Corporation is adequately funded at
                           all times, arranging at the direction of the Board of
                       Directors, for issuance of debt, equity and other
                   forms of securities which may be necessary or
appropriate;              

     (f)      keep full and accurate books of account;

                (g)      furnish to the Corporation a fidelity bond in a sum
                         and containing provisions as the Board of Directors
may require, if at all;   

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                  (h)      keep the accounts of stock registered and transferred
                        in a form and manner and under such regulations as
               the Board of Directors may prescribe; and

      (i)      perform other duties and shall have other
                         responsibilities and authorities as prescribed form
             time to time by the Board of Directors.

                  Section 4.9 The Assistant Treasurers. The Assistant Treasurers
shall be vested, under the supervision of the Treasurer, with all of the powers 
of the Treasurer and shall, in the absence of the Treasurer, perform all duties 
of the Treasurer required to be performed. When required by the Board of        
Directors, each Assistant Treasurer shall furnish to the Corporation a bond in  
an amount and with such conditions as may be satisfactory to the Board of       
Directors.                                                                      

              Section 4.10      The Comptroller.  The Comptroller shall:

           (a)      keep full and accurate books of account of all
                           assets, liabilities, and business transactions of the
                          Corporation and supervise preparation of the budgets
                     and adherence to them by the departments of the
Corporation;              

                 (b)      establish and maintain such other controls as may be
                          necessary or desirable to assure adequate protection
       of the assets of the Corporation;

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                (c)      have administrative supervision over credit matters
                   in consultation with the various officers and
                     department heads concerned with sales on credit
terms; and                

          (d)      perform such other duties and have such other
                  responsibilities and authorities as shall be
                  prescribed from time to time by the Board of
Directors.                

          Section 4.11 The Assistant Comptrollers. The Assistant
Comptrollers shall be vested, under the supervision of the Comptroller, with all
of the powers of the Comptroller and shall, in the absence of the Comptroller,  
perform all duties of the Comptroller required to be performed.                 

               Section 4.12 Other Officers. The other officers, if any, of
the Corporation shall have such powers and duties in the management of the      
Corporation as shall be stated in a resolution of the Board of Directors which  
is not inconsistent with these By-laws and, to the extent not so stated, as     
generally pertain to their respective offices, subject to the control of the    
Board of Directors. The Board of Directors may require any officer, agent or    
employee to give security for the faithful performance of his or her duties.    

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 ARTICLE V

 Stock

          Section 5.1 Certificates. Every holder of stock of the
Corporation shall be entitled to have such shares of stock represented by share 
certificates, which shall be numbered and entered in the records of the         
Corporation as they are issued. Such share certificates shall state that the    
Corporation is organized under the laws of the State of Delaware, the name of   
the registered owner represented thereby the number and class of shares, and the
designation of the series, if any, which the certificate represents and the par 
value of each share represented, or a statement that the shares are without par 
value. Every share certificate shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the corporate seal,    
which may be a facsimile, engraved or printed, but where such certificate is    
signed by a transfer agent or a registrar, the signature of any such officer    
upon such certificate may be a facsimile, engraved or printed. In case any      
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,        
transfer agent or registrar before such certificate is issued, it may be issued 
by the Corporation with the same effect as if such person were such officer,    
transfer agent or registrar at the date of issue.                               

             Section 5.2 Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of    
stock in the place of any certificate theretofore issued by it, alleged to have 
been lost, stolen or destroyed, and the Corporation may require the owner of the

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lost, stolen or destroyed certificate, or such owner's legal representative, to 
give the Corporation a bond sufficient to indemnify it against any claim that   
may be made against it on account of the alleged loss, theft or destruction of  
any such certificate or the issuance of such new certificate.                   

          Section 5.3 Owners of Shares. The Corporation shall be
entitled to treat the holder of record of any share or shares of the Corporation
as the holder and owner in fact for all purposes. The Corporation shall not be  
bound to recognize any equitable or other claim to or right, title or interest  
in such shares on the part of any other person, whether or not it shall have    
express or other notice thereof, except as otherwise expressly provided by law. 

              Section 5.4 Registrar. The Board of Directors or Executive
Committee of the Board may appoint a registrar or registrars to record the      
transfer of the Corporation's shares, and so long as the appointment of such    
registrar or registrars shall be in effect, no certificate for shares issued    
pursuant to Section 5.1 hereof shall be binding upon the Corporation or have any
validity unless countersigned by such registrar or one of such registrars.      

                  Section 5.5 Transfer Agents. Transfers of shares shall be made
only upon the books of the Corporation by the holder in person or by power of   
attorney duly executed and filed with the Treasurer, and on surrender of the    
certificate or certificates for such shares; but the Board of Directors or      
Executive Committee of the Board may appoint one or more suitable banks or trust
companies or agents to effect transfers of shares under such regulations as the 
Board of Directors may form time to time prescribe.                             

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               Section 5.6 Dividends. Except as otherwise provided by law,
dividends may be declared by the Board of Directors from time to time in cash or
property and shall be payable at such times as the Board of Directors may       
determine.                                                                      

ARTICLE VI

 Indemnification

          Section 6.1 Indemnification of Directors, Officers and
Employees. The Corporation shall indemnify to the full extent authorized by law 
any person made or threatened to be made a party to any action, suit or         
proceeding, whether criminal, civil, administrative or investigative, by reason 
of the fact that such person or such person's testator or intestate is or was a 
director, officer or employee of the Corporation or serves or served at the     
request of the Corporation any other enterprise as a director, officer or       
employee. For purposes of this By-law, the term "other enterprise" shall        
include, but not be limited to, any corporation, limited liability company,     
partnership, joint venture, trust or employee benefit plan; service "at the     
request of the Corporation" shall include, but not be limited to, service as a  
director, officer or employee of the Corporation which imposes duties on, or    
involves services by, such director, officer or employee with respect to an     
employee benefit plan, its participants or beneficiaries; any excise taxes      
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifyable expenses; and action by a person with respect to an employee   

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benefit plan which such person reasonably believes to be in the interest of the 
participants and beneficiaries of such plan shall be deemed to be action not    
opposed to the best interests of the Corporation.                               

                 Section 6.2 Advance Payments. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be  
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon 
receipt of an undertaking by or on behalf of such director or officer to repay  
such amount unless it shall ultimately be determined that he is entitled to be  
indemnified by the Corporation as authorized in this Article VI. Such expenses  
incurred by other employees and agents may be so paid upon such terms and       
conditions, if any, as the Board of Directors deems appropriate.                

                Section 6.3 Non-Exclusivity. The indemnification provided by
this Article VI shall not be deemed exclusive of any rights to which those      
seeking indemnification may be entitled under any By-law, agreement, vote of    
stockholders or disinterested directors or otherwise, both as to action in such 
person's official capacity and as to action in another capacity while holding   
such office, and shall continue as to a person who has ceased to be a director, 
officer, employee or agent and shall inure to the benefit of the heirs,         
executors and administrators of such person.                                    

                 Section 6.4 Reliance on Provisions. Each person who shall act
as a director, officer, employee or agent of the Corporation shall be deemed to 
be doing so in reliance upon the rights of indemnification provided by this     
Article VI.                                                                     

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 ARTICLE VII

 Miscellaneous

                 Section 7.1  Fiscal Year.  The fiscal year of the Corporation
shall be determined by the Board of Directors.                                  

               Section 7.2 Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in  
such form as may be approved from time to time by the Board of Directors. The   
corporate seal may be used by causing it or a facsimile thereof to be impressed 
or affixed or in any other manner reproduced.                                   

             Section 7.3 Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or     
under any provision of the Certificate of Incorporation or these By-laws, a     
written waiver thereof, signed by the person entitled to notice, whether before 
or after the time stated therein, shall be deemed equivalent to notice.         
Attendance of a person at a meeting shall constitute a waiver of notice of such 
meeting, except when the person attends a meeting for the express purpose of    
objecting, at the beginning of the meeting, 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     
stockholders, directors, or members of a committee of directors need be         
specified in any written waiver of notice unless so required by the Certificate 
of Incorporation or these By-laws.                                              

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              Section 7.4 Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,  
books of account and minute books, may be kept on, or be in the form of, punch  
cards, magnetic tape, photographs, microphotographs or any other information    
storage device, provided that the records so kept can be converted into clearly 
legible form within a reasonable time. The Corporation shall so convert any     
records so kept upon the request of any person entitled to inspect the same.    

                  Section 7.5 Amendment of By-Laws. These By-laws may be amended
or repealed, and new by-laws adopted, by the Board of Directors, but the        
stockholders entitled to vote may adopt additional by-laws and may amend or     
repeal any by-law whether or not adopted by them.                               

             Section 7.6 Contributions. The Corporation shall have the
power to make contributions and donations for the public welfare or for         
religious, charitable, scientific or educational purposes.                      

            Section 7.7  Governing Law.  Reference to "law" in these
By-laws shall mean the laws of the State of Delaware.                           

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