As Amended, October 23, 1997
 
                                       
                                  BY-LAWS OF
                           COMPUTER PRODUCTS, INC.
                                       
                                  ARTICLE I
                                       
                                   Offices
                                       
    The principal office of the Corporation shall be at 7900 Glades Road, Suite
500, Boca Raton, Florida 33433, or at such other place as the Board of Directors
may from time to time direct.  The Corporation may also establish and have such
other offices or places, within or outside the State of Florida or any place in
the world, as may from time to time be designated by the Board of Directors.
 
                                   ARTICLE II
                                        
                                  Shareholders
                                        
       2.1.  Shares.
 
             2.2.1.  Certificates.  The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued.  They shall exhibit the holder's name and number of shares, set
forth any other information prescribed by the Florida Business Corporation Act
("Business Corporation Act") and by any other applicable provision of law, and
shall be signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the Corporation.  Certificates may be sealed with the
seal of the Corporation or a facsimile thereof.  The signatures of the President
or a Vice President and the Secretary or an Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Corporation itself or an
employee of the Corporation.  In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issuance.
 
             No certificate shall be issued for any share until such share is 
fully paid.
 
             2.2.2.  Uncertificated Shares.  Notwithstanding anything to the 
contrary contained in Section 2.2.1 hereof, unless the Business Corporation 
Act or another statute 
 
                                          1
 
<PAGE>
 
expressly provides otherwise, the Board of Directors may authorize the issue of
some or all of the shares of any or all of its classes or series of stock
without certificates in accordance with the provisions of the Business
Corporation Act.
 
             2.2.3.  Lost or Destroyed Certificates.  The holder of any 
certificate representing shares of stock of the Corporation may notify the 
Corporation of any loss, theft or destruction thereof, and the Board of 
Directors may thereupon, in its discretion, cause a new certificate for the 
same number of shares to be issued to such holder upon satisfactory proof of 
such loss, theft or destruction, and the deposit of indemnity by way of bond 
or otherwise, in such form and amount and with such surety or sureties as the 
Board of Directors may require, to indemnify the Corporation against any loss 
or liability by reason of the issuance of such new certificates.
 
       2.2.  Fractional Share Interests or Scrip.  The Corporation may, when 
necessary or desirable in order to effect share transfers, share 
distributions or reclassifications, mergers, consolidations or 
reorganizations, issue a fraction of a share, make arrangements or provide 
reasonable opportunity for any person entitled to a fractional interest in a 
share to sell such fractional interest or to purchase such additional 
fractional interests as may be necessary to acquire a full share, pay in cash 
the fair value of fractions of a share as of the time when those entitled to 
receive such fractions are determined, or issue scrip in registered or bearer 
form, over the manual or facsimile signature of an officer of the Corporation 
or its agent, which shall entitle the holder to receive a certificate for a 
full share upon the surrender of such scrip aggregating a full share.  A 
certificate for a fractional share shall, but scrip shall not unless 
otherwise provided therein, entitle the holder to exercise voting rights, to 
receive dividends thereon and to participate in any of the assets of the 
Corporation in the event of liquidation.
 
    The Board of Directors may cause scrip to be issued subject to the
condition that it shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the condition
that the shares for which scrip is exchangeable may be sold by the Corporation
and the proceeds thereof distributed to the holders of scrip, or subject to any
other conditions which the Board of Directors may deem advisable. Such
conditions shall be stated or fairly summarized on the face of the certificate.
 
       2.3.  Share Transfers.  Upon compliance with any provisions 
restricting the transferability of shares that may be set forth in the 
Articles of Incorporation, these By-Laws, or any 
 
                                          2
<PAGE>
 
written agreement in respect thereof, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent or a registrar and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes thereon, if any. 
Except as may be otherwise provided by law, the person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary of the Corporation, shall be so expressed in the entry of
transfer.
 
       2.4.  Record Date for Shareholders.  The Board of Directors may 
establish in advance a date as the record date for the purpose of determining 
shareholders entitled to notice of or to vote at any meeting of shareholders 
(including a record date for determining shareholders entitled to demand a 
special meeting), or in order to make a determination of shareholders for any 
other purpose, provided that such date may not be more than seventy days 
before the meeting or action requiring such determination of shareholders.  
If no record date is fixed for the determination of shareholders entitled to 
notice or to vote at a meeting of shareholders, or shareholders entitled to 
receive payment of a dividend, the date on which notice of the meeting is 
mailed or the date on which the resolution of the Board of Directors 
declaring such dividend is adopted, as the case may be, shall be the record 
date for the determination of shareholders. When a determination of 
shareholders entitled to vote at any meeting of shareholders has been made as 
provided in this Section, the determination shall apply to any adjournment 
thereof, unless the Board of Directors establishes a new record date under 
this Section for the adjourned meeting which new record date will be 
established if the meeting is adjourned to a date more than 120 days after 
the date fixed for the original meeting.
 
       2.5.  Meaning of Certain Terms.  As used herein in respect of the 
right to notice of a meeting of shareholders or a waiver thereof or to 
participate or vote thereat or to consent or dissent in writing in lieu of a 
meeting, as the case may be, the term "share" or "shares" or "shareholder" or 
"shareholders" refers to an outstanding share or shares and to a holder or 
holders of record of outstanding shares when the Corporation is authorized to 
issue only one class of shares, and said reference is also intended to 
include any outstanding share or shares and any holder or holders of record 
of outstanding shares of any class upon which or upon whom the Articles of 
Incorporation confer such rights where there are 
 
                                          3
<PAGE>
 
 
two or more classes or series of shares or upon which or upon whom the Business
Corporation Act confers such rights notwithstanding that the Articles of
Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
 
                                  ARTICLE III
                                       
                            Meetings of Shareholders
                                       
       3.1.  Annual Meetings.  The annual meeting of the shareholders of the 
Corporation for the election of the Board of Directors and for the 
transaction of such other business as may properly come before such meeting 
in accordance with Section 3.5 of Article III of these By-Laws shall be held 
at 10:00 A.M., Eastern Standard Time, or at such other hour as may be stated 
in the notice of the meeting, on the first Tuesday in May of each year or on 
such date and at such time as may be determined by the Board of Directors.
 
       3.2.  Special Meetings.  A special meeting of the shareholders may be 
called to conduct such business of the Corporation as set forth in Section 
3.5 of Article III of these By-Laws (i) at any time by the Chairman, 
President, or the Board of Directors, or any officer instructed by the Board 
of Directors or the President to call the meeting, and (ii) shall be called 
by the President or a Vice President upon the written request of shareholders 
of the Corporation pursuant to Section 607.0702 of the Business Corporation 
Act.
 
       3.3.  Place of Meetings.  The meetings of the shareholders of the 
Corporation shall be held at its principal office in the State of Florida or 
at such other place within or without the State of Florida as shall be 
designated by the Board of Directors.
 
       3.4.  Notice of Meetings.
 
             3.4.1.  General.  Except as otherwise required by statute, notice
of each meeting of the shareholders, whether annual or special, shall be in
writing over the name of the President or the Secretary. Such notice shall state
the place, day and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called.  Unless otherwise
prescribed by the Business Corporation Act, a copy of such notice shall be
served, either personally or by mail at the direction of the President or the
officer calling the meeting to each shareholder, upon each shareholder of record
entitled to vote at such meeting not less than ten days nor more than sixty days
before the date of such meeting.  The notice of any annual or special meeting
shall also include, or be accompanied by, any additional 
 
 
                                          4
<PAGE>
 
statements, information, or documents prescribed by law.  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 transfer
books of the Corporation, with postage thereon prepaid.
 
             3.4.2.  Waiver of Notice.  Attendance of a shareholder at a meeting
shall constitute a waiver of notice of the meeting, except where the shareholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting was not
lawfully called or convened. Attendance of a shareholder at a meeting shall
constitute a waiver of any objection to consideration of a particular matter
that is not within the purposes described in the meeting notice, except where
the shareholder objects to considering the matter when it is presented. Whenever
any notice is required to be given to any shareholder, a waiver thereof in
writing signed by him or his authorized attorney-in-fact, whether before or
after such meeting, shall be the equivalent to the giving of such notice.
 
             3.4.3.  Adjournments.  When a meeting is adjourned to another time
or place, it shall not be necessary to give any notice of the adjourned meeting
if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting.  If, however, the Board of Directors shall fix a new record date
for the adjourned meeting, notice of the adjourned meeting shall be given each
shareholder of record of the new record date.
 
      3.5. Nature of Business.
 
             3.5.1.  General.  At any meeting, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors or by any shareholder who complies with the procedures
set forth in this Section 3.5.
 
             3.5.2.  Business of Meeting.  Except as otherwise provided by
Section 3.6 hereof or by law, the only business which shall be conducted at any
meeting of the shareholders shall (i) have been specified in the written notice
of the meeting (or any supplement thereto) given as provided in Section 3.4
hereof; (ii) be brought before the meeting at the direction of the Board of
Directors or the chairman of the meeting; or (iii) have been specified in a
written notice (a "Shareholder Meeting Notice") given to the Corporation, in
accordance with the requirements of Section 3.5.3 hereof, by or on behalf of any
shareholder who shall have been a
 
                                          5
<PAGE>
 
 
shareholder of record on the record date for such meeting and who shall
continue to be entitled to vote thereat.  No business shall be brought before
any meeting of shareholders of the Corporation otherwise than as provided in
this Section 3.5 or in Section 3.6 hereof.
 
             3.5.3.  Shareholder Meeting Notice.  Each Shareholder Meeting
Notice must be delivered personally to, or be mailed to and received by, the
Secretary of the Corporation, at the principal executive offices of the
Corporation, not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 65 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder, to be timely, must be received not later than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made.  Each
Shareholder Meeting Notice shall set forth: (i) a description of each item of
business proposed to be brought before the meeting; (ii) the name and address of
the shareholder proposing to bring such item of business before the meeting;
(iii) the class and number of shares of stock held of record, owned beneficially
and represented by proxy by such shareholder as of the record date for the
meeting (if such date shall then have been made publicly available) and as of
the date of such Shareholder Meeting Notice; and (iv) all other information
which would be required to be included in a proxy statement filed with the
Securities and Exchange Commission (the "Commission") if, with respect to any
such item of business, such shareholder were a participant in a solicitation
subject to Section 14 of the Securities Exchange Act of 1934.
 
       3.6. Nomination of Directors.
 
             3.6.1.  General.  Except as otherwise fixed pursuant to Article
THIRD of the Articles of Incorporation relating to the rights of the holders of
any one or more classes or series of Preferred Stock issued by the Corporation,
acting separately by class or series, to elect, under specified circumstances,
directors at a meeting of shareholders, nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice (a "Shareholder Nomination
Notice") of such shareholder's intent to make such nomination or nominations has
been delivered personally to, or been mailed to and received by the Secretary of
the Corporation at, the principal executive offices of the Corporation, not less
 
                                          6
<PAGE>
 
than 50 days nor more than 75 days prior to the meeting; provided, however,
that, in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the procedure set forth in this Section 3.6.
 
             3.6.2.  Shareholder Nomination Notice.  Each Shareholder Nomination
Notice shall set forth: (i) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (ii) the
class and number of shares of stock held of record, owned beneficially and
represented by proxy by such shareholder as of the record date for the meeting
(if such date shall then have been made publicly available) and of the date of
the Shareholder Nomination Notice; (iii) a representation that the shareholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iv) a description of all arrangements or
understandings between such shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such shareholder; (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Commission; and (vi) the consent of each nominee to serve as a director of the
Corporation if so elected.
 
       3.7.  Quorum.  At all meetings of the shareholders the presence in 
person or by proxy of the holders of record of a majority of the shares then 
issued and outstanding and entitled to vote shall be necessary and sufficient 
to constitute a quorum for the transaction of business. After a quorum has 
been established at a shareholders' meeting, the subsequent withdrawal of 
shareholders, so as to reduce the number of shareholders at the meeting below 
the number required for a quorum, shall not affect the validity of any action 
taken at the meeting or any adjournment thereof.  In the absence of a quorum, 
a majority in interest of the shareholders entitled to vote, present in 
person or by proxy, or, if no shareholder entitled to vote is present in 
person or by proxy, any officer entitled to preside at or act as secretary of 
such meeting, may adjourn the meeting.  At any such adjourned meeting at 
which a quorum may be present, any business may be transacted which might 
have been transacted at the meeting as originally called.
 
                                          7
<PAGE>
 
       3.8.  Inspectors of Election.  The Board of Directors shall appoint 
two persons, who need not be shareholders, to act as Inspectors of Election 
at all meetings of the shareholders until the close of the next annual 
meeting.  No candidate for the office of director shall act as an Inspector 
of Election.  If there be a failure to appoint Inspectors, or if any 
Inspector appointed be absent or refuse to act, or if his office becomes 
vacant, the Board of Directors present at the meeting may choose temporary 
Inspectors of the number required. The Inspectors appointed to act at any 
meeting of the Board of Directors, before entering upon the discharge of 
their duties, shall be sworn faithfully to execute the duties of Inspectors 
at such meeting with strict impartiality, and according to the best of their 
ability.
 
       3.9.  Voting.  Each shareholder entitled to vote in accordance with 
the terms of the Articles of Incorporation and in accordance with the 
provisions of these By-Laws shall be entitled to one vote, in person or by 
proxy, for each share of stock entitled to vote held by such shareholder, but 
no proxy shall be voted after eleven months from its date unless such proxy 
provides for a longer period.  Every proxy shall be signed by the shareholder 
or by his duly authorized attorney-in-fact, and filed with the Secretary of 
the Corporation. Upon the demand of any shareholder, the vote for directors 
and the vote upon any question before the meeting, shall be by ballot. At all 
meetings of the shareholders, all matters shall be approved if the votes cast 
favoring the action exceed the votes cast opposing the action, except as 
provided by the Articles of Incorporation or the laws of the State of 
Florida. [Amended March 30, 1994]
 
       3.10.  Voting List.  The officer or agent having charge of the stock 
transfer books for shares of the Corporation shall make, at least ten days 
before each meeting of shareholders, a complete list, in alphabetical order, 
of the shareholders entitled to vote at such meeting or any adjournment 
thereof, with the address of and the number and class and series, if any, of 
the shares held by each.  Such list, for a period of ten days prior to such 
meeting, shall be kept on file at the registered office of the Corporation in 
the State of Florida, at the principal place of business of the Corporation 
or at the office of the transfer agent or registrar of the Corporation and 
shall be subject to inspection by any shareholder at any time during usual 
business hours.  Such list shall also be produced and kept open at the time 
and place of the meeting and shall be subject to the inspection of any 
shareholder at any time during the meeting.  The original stock transfer book 
shall be prima facie evidence as to who are the shareholders entitled to 
examine such list or transfer books or to vote at any meeting of shareholders.
 
                                          8
<PAGE>
 
 
 
 
       3.11.  Waiver of Irregularities.  All informalities and irregularities 
in calls, notices of meeting and in the manner of voting, form of proxy, 
credentials, and methods of ascertaining those present, shall be deemed 
waived if no objection is made thereto at the meeting.
 
       3.12.  Written Action.  Any action required to be taken or which may 
be taken at a meeting of the shareholders may be taken without a meeting, 
without prior notice and without a vote, if a consent in writing, setting 
forth the action so taken, shall be signed by the holders of outstanding 
stock having not less than the minimum number of votes that would be 
necessary to authorize or take such action at a meeting at which all shares 
entitled to vote thereon were present and voted.  Within ten (10) days after 
obtaining such authorization by written consent, notice shall be given to 
those shareholders who have not consented in writing.  Such notice shall 
fairly summarize the material features of the authorized action and, if the 
action be a merger, consolidation or sale or exchange of assets for which 
dissenter rights are provided under the Business Corporation Act, the notice 
shall also include a clear statement of the right of the shareholders 
dissenting therefrom to be paid the fair value of their shares upon 
compliance with the provisions of the Business Corporation Act regarding the 
rights of dissenting shareholders.
 
                                   ARTICLE IV
                                        
                               Board of Directors
                                        
       4.1.  General Powers and Qualifications.  The property, affairs and 
business of the Corporation shall be managed by the Board of Directors. The 
Board of Directors may exercise all of the powers of the Corporation, except 
such as are by law or by the Articles of Incorporation or by these By-Laws 
expressly conferred upon or reserved to the shareholders.
 
       4.2.  Number, Election and Term of Office.  Until changed as 
hereinafter provided, the number of directors shall be not less than three 
nor more than twelve (12) as may be from time to time fixed by resolution of 
the Board of Directors, but no decrease in the number of directors shall have 
the effect of shortening the term of an incumbent director.  Subject to the 
provisions of Section 4.4.2 of this Article IV, the directors shall be 
elected annually by the shareholders entitled to vote at the annual meeting 
of shareholders, if the votes cast favoring the action exceed the votes cast 
opposing the action.  Each director (whether elected at an annual meeting or 
to fill a vacancy or otherwise) shall continue in office until the annual 
meeting of shareholders held next after his election and until his successor 
shall have been elected and qualified 
 
                                          9
<PAGE>
 
 
or until his earlier death, resignation or removal in the manner hereinafter
provided. [Amended March 30, 1994]
 
       4.3. Meetings.
 
             4.3.1.  Time.  Meetings shall be held at such time as the Board 
of Directors shall fix, except that the first meeting of a newly elected 
Board of Directors shall be held as soon after its election as the directors 
may conveniently assemble.
 
             4.3.2.  Place.  Meetings shall be held at such place, (within or 
without the State of Florida) as shall be fixed by the Board of Directors.
 
             4.3.3.  Call.  Special meetings of the Board of Directors may be 
called by the Chairman of the Board, if any, a Co-Chairman of the Board who 
is also the chief executive officer of the Corporation, if any, the 
President, or a majority of the directors. [Amended October 23, 1997]
 
             4.3.4.  Notice.  No notice shall be required for regular 
meetings for which the time and place have been fixed.  Written, oral or any 
other mode of notice of the time and place shall be given for special 
meetings in sufficient time for the convenient assembly of the director's 
thereat but in any event no less than two days before the day on which the 
meeting is to be held. Unless otherwise provided herein, the notice or a 
waiver of notice of any meeting need not specify the business to be 
transacted or the purposes of the meeting. Attendance of a director at a 
meeting shall constitute a waiver of notice of such meeting and a waiver of 
any and all objections to the place of the meeting, the time of the meeting, 
or the manner in which it has been called or convened, except when a director 
states, at the beginning of the meeting, any objection to the transaction of 
business because the meeting is not lawfully called or convened.  A director 
may waive notice of a meeting, before or after such meeting, in writing or by 
telegraph, radio, cable or telecopy.
 
             4.3.5.  Telephonic Participation.  Members of the Board of 
Directors may participate in a meeting of said Board by means of a conference 
telephone or similar communications equipment by means of which all persons 
participating in the meeting can hear each other at the same time, and 
participation by such means shall be deemed to constitute presence in person 
at a meeting.
 
             4.3.6.  Chairman of the Meeting.  Meetings of the Board of
Directors shall be presided over by the following directors in the order of
seniority and if present and acting: the Chairman of the Board, if any, a
Co-Chairman of the Board 
 
                                          10
<PAGE>
 
who is also the chief executive officer of the Corporation, if any, any other
Co-Chairman of the Board, if any, the President, or any other director chosen by
the Board. [Amended October 23, 1997]
 
             4.3.7.  Quorum.  The presence, at any meeting, of a majority of 
the total number of directors constituting the entire Board of Directors 
shall be necessary and sufficient to constitute a quorum for the transaction 
of business, and except as otherwise required by statute, the Articles of 
Incorporation or these By-Laws, the act 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.  In the absence of a quorum, a majority of the directors 
present at the time and place of any meeting may adjourn such meeting.  
Notice of any adjourned meeting shall be given to the directors who were not 
present at the time of the adjournment and, unless the time and place of the 
adjourned meeting are announced at the time of the adjournment, to the other 
directors.
 
       4.4. Resignations and Vacancies.
 
             4.4.1.  Resignation.  Any director may resign at any time by 
giving written notice of such resignation to either the Board of Directors, 
the President, a Vice President, the Secretary, or an Assistant Secretary of 
the Corporation.  Unless otherwise specified therein, such resignation shall 
take effect upon receipt thereof by the Board of Directors or by any such 
officer.
 
             4.4.2.  Vacancies.  If any vacancy shall occur among the 
directors by reasons of death, resignation, disqualification, removal or by 
reason of an increase in the number of directors or otherwise, such vacancy 
may be filled by a majority vote of the remaining directors, though less than 
a quorum.  Any such vacancy may also be filled by the affirmative vote of a 
plurality of the shareholders present and entitled to vote at any meeting 
held during the existence of such vacancy, provided that the notice of such 
meeting shall have mentioned such vacancy or expected vacancy.  
[Amended March 30, 1994]
 
       4.5.  Written Action.  Any action required to be taken at a meeting of 
directors, or any action which may be taken at a meeting of directors or a 
committee thereof, if any, may be taken without a meeting if a consent in 
writing, setting forth the action so to be taken, shall be signed by all of 
the directors or all the members of the committee, as the case may be, and is 
filed in the minutes of the proceedings of the Board or of the committee, as 
the case may be.
 
                                          11
<PAGE>
 
 
       4.6.  Compensation.  The directors shall receive such compensation for 
their services as may be authorized by resolution of the Board of Directors, 
which compensation may include an annual fee and reimbursement for actual 
expenses incurred in connection with the attendance at regular or special 
meetings of the Board or any committee thereof.  Nothing herein contained 
shall be construed to preclude any director from serving the Corporation in 
any other capacity and receiving compensation therefor.
 
       4.7.  Committees.  By resolutions adopted by a majority of the Board 
of Directors then in office, the Board may designate an executive committee 
and one or more other committees, each such committee to consist of three or 
more directors of the Corporation. The executive committee shall have and may 
exercise all the powers and authority of the Board in the management of the 
business and affairs of the Corporation (except as otherwise expressly 
limited by statute), including the power and authority to declare dividends 
and to authorize the issuance of stock (to the extent permitted pursuant to 
Section 607.0825 of the Business Corporation Act), and may authorize the seal 
of the Corporation to be affixed to all papers which may require it. Each 
such committee shall have such of the powers and authority of the Board as 
may be provided from time to time in resolutions adopted by a majority of the 
Board then in office.
 
       4.8.  Chairman of the Board.  The Board of Directors may elect a 
Chairman of the Board to perform such duties and have such responsibilities 
as from time to time may be assigned to him by the Board of Directors.
 
       4.9  Co-Chairman of the Board.  The Board of Directors may elect 
Co-Chairmen of the Board, each to perform such duties and have such 
responsibilities as from time to time may be assigned to each of them by the 
Board of Directors. [Added October 23, 1997]
 
                                   ARTICLE V
                                        
                                    Officers
                                        
       5.1.  Number.  The officers of the Corporation shall be a President, 
one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant 
Secretaries and Assistant Treasurers, and such other officers and agents as 
may be appointed from time to time by the Board of Directors.
 
       5.2.  Election, Term of Office and Qualifications.  Each officer 
specifically designated in Section 5.1 of this Article V shall be chosen by 
the Board of Directors and shall hold his office until his successor shall 
have been duly chosen and 
 
                                          12
<PAGE>
 
 
qualified or until his death or until he shall resign or shall have been
removed.
 
       5.3.  Removal, Resignations and Vacancies.
 
             5.3.1.  Removal.  Any officer may be removed either with or
without cause by vote of a majority of the Board of Directors then in office.
 
             5.3.2.  Resignations.  Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors or to the
President, a Vice President, the Secretary or an Assistant Secretary.  Unless
otherwise specified therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or by the President, a Vice President, the
Secretary or an Assistant Secretary.
 
             5.3.3.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled for the
unexpired portion of the term by a majority of the directors then in office,
although less than a quorum.
 
       5.4.  The President.  The President, unless otherwise determined by the
Board of Directors, shall be the chief executive officer of the Corporation. 
Subject to the supervision and direction of the Board of Directors, he shall be
responsible for managing the affairs of the Corporation.  He shall have
supervision and direction of all of the other officers of the Corporation and
shall have the powers and duties usually and customarily associated with the
office of the President.  He shall preside at meetings of the shareholders and,
subject to Section 4.3.6 hereof, the Board of Directors.
 
       5.5.  The Vice Presidents.  The Vice Presidents shall have such powers 
and duties as may be delegated to them by the President.
 
       5.6.  Secretary and Assistant Secretary.
 
             5.6.1.  Secretary.  The Secretary shall attend all meetings of the
Board of Directors and of the shareholders, and shall record the minutes of all
proceedings in a book to be kept for that purpose. He shall perform like duties
for the committees of the Board when required.  The Secretary shall give, or
cause to be given, notice of meetings of the shareholders, of the Board of
Directors and of the committees of the Board.  He shall keep in safe custody the
seal of the Corporation, and when authorized by the President, an Executive Vice
President or a Vice President, shall affix the same to any instrument requiring
it, and when so affixed it 
 
                                          13
<PAGE>
 
 
shall be attested by his signature or by the signature of an Assistant
Secretary.  He shall have such other powers and duties as may be delegated to
him by the President.
 
             5.6.2.  Assistant Secretary.  The Assistant Secretary shall, in 
case of the absence of the Secretary, perform the duties and exercise the 
powers of the Secretary, and shall have such other powers and duties as may 
be delegated to him by the President.
 
       5.7.  Treasurer and Assistant Treasurer.
 
             5.7.1.  Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities, and shall deposit or cause to be deposited under
his direction all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors or pursuant to authority granted by it.  He shall render to the
President and the Board whenever they may require it an account of all his
transactions as Treasurer and of the financial condition of the Corporation.  He
shall have such other powers and duties as may be delegated to him by the
President.
 
             5.7.2.  Assistant Treasurer.  The Assistant Treasurer shall, in
case of the absence of the Treasurer, perform the duties and exercise the powers
of the Treasurer, and shall have such other powers and duties as may be
delegated to him by the President.
 
       5.8.  Additional Officers.  Each other officer appointed by the Board 
shall hold office for such period, have such authority and perform such 
duties as directed by the Board of Directors.
 
       5.9.  Compensation.  The salaries or other compensation 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 or other compensation 
by reason of the fact that he is also a director of the Corporation.
 
                                  ARTICLE VII
                                        
                                 Corporate Seal
                                        
       The corporate seal shall have inscribed thereon the name of the 
Corporation and shall be in such form and contain such other words and/or 
figures as the Board of Directors shall determine or the law require.
 
                                          14
<PAGE>
 
 
 
 
                                  ARTICLE VIII
                                        
                                  Fiscal Year
                                        
       The fiscal year of the Corporation shall be as determined from time to 
time by resolution duly adopted by the Board of Directors.
 
                                          15
<PAGE>
 
                                   ARTICLE IX
                                        
                                Indemnification
                                        
       Each director or officer who the Corporation is empowered to indemnify 
pursuant to the provisions of Section 607.0850 of the Business Corporation 
Act (or any similar provision or provisions of applicable law at the time in 
effect) shall be indemnified by the Corporation to the full extent permitted 
thereby. The foregoing right of indemnification shall not be deemed to be 
exclusive of any other such rights to which those directors and officers 
seeking indemnification from the Corporation may be entitled, including, but 
not limited to, any rights of indemnification to which they may be entitled 
pursuant to any agreement, insurance policy, other by-law or charter 
provision, vote of shareholders or directors, or otherwise.  No repeal or 
amendment of this Article IX shall adversely affect any rights of any person 
pursuant to this Article IX which existed at the time of such repeal or 
amendment with respect to acts or omissions occurring prior to such repeal or 
amendment.
 
                                   ARTICLE X
                                        
                                   Amendments
                                        
       These By-Laws may be altered or amended by a majority of the Board of 
Directors then in office to the full extent permitted by law or regulation 
and may also be altered or amended by a majority of the holders of the 
outstanding voting stock of the Corporation present in person or by proxy at 
any meeting of the shareholders called for that purpose.