EXHIBIT 3.2

AEROSOL SERVICES HOLDING CORPORATION

BY-LAWS

AEROSOL SERVICES HOLDING CORPORATION

BY-LAWS

TABLE OF CONTENTS

PAGE

ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 6. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II - DIRECTORS

Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2. Number and Term of Office. . . . . . . . . . . . . . . . . . . . 4
Section 3. Vacancies and New Directorships. . . . . . . . . . . . . . . . . 5
Section 4. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 5. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7. Written Action . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 8. Participation in Meetings by Conference Telephone. . . . . . . . 6
Section 9. Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 10. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 11. Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE III - NOTICES

Section 1. Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2. Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PAGE

ARTICLE IV - OFFICERS

Section 1. Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. Succession . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Authority and Duties . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6. President. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Execution of Documents and Action with Respect to Securities
of Other Corporations. . . . . . . . . . . . . . . . . . . . . . 11
Section 8. Vice President . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. Secretary and Assistant Secretaries. . . . . . . . . . . . . . . 12
Section 10. Treasurer and Assistant Treasurers . . . . . . . . . . . . . . . 13
Section 11. Controller . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 12. General Counsel. . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V - STOCK

Section 1. Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3. Lost, Stolen or Destroyed Certificates . . . . . . . . . . . . . 15
Section 4. Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VI - GENERAL PROVISIONS

Section 1. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2. Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3. Reliance upon Books, Reports and Records . . . . . . . . . . . . 18
Section 4. Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5. Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VII - AMENDMENTS

Section 1. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

AEROSOL SERVICES HOLDING CORPORATION

BY-LAWS

MEETINGS OF STOCKHOLDERS

Section 1. TIME AND PLACE OF MEETINGS. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, within or without the State of Delaware, as may
be authorized by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

Section 2. ANNUAL MEETING. An annual meeting of the stockholders,
commencing with the year 1995, shall be held on the first Tuesday in May if
not a legal holiday, and if a legal holiday, then on the next business day
following, at 10:00 a.m., or at such other date and time as shall be
designated from time to time by the Board of Director, at which meeting the
stockholders shall elect by a plurality vote by the directors to succeed
those whose terms expire and shall transact such other business as may
properly be brought before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by Certificate
of Incorporation, may be called by the Board of Directors, the Chairman of
the Board

or the President, and shall be called by the President or the Secretary at
the request in writing of stockholders owning not less than ten percent in
amount of entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall be sent to the President and the
Secretary and shall state the purpose or purposes of the proposed meeting.
Any special meeting of stockholders shall be held at such place, on such
date, and at such time as the Chairman of the Board, the President or the
Secretary, as the case may be, shall fix.

Section 4. NOTICE OF MEETINGS. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which this meeting is
called, 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,
except as otherwise provided herein or by law. When a meeting is adjourned
to another place, date or time, written notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have
been transacted at the original meeting.

Section 5. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law or by the
Certificate of Incorporation. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.

Section 6. VOTING. Except as otherwise provided by law or by the
Certificate of Incorporation, each stockholder shall be entitled at every
meeting of the stockholders to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the
Corporation on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be executed in writing
by the stockholder or his or her duly authorized attorney. Such proxy shall
be filed with the Secretary of the Corporation before or at the time of the
meeting. The vote upon any question brought before a meeting of the
stockholders, except as otherwise required by these by-laws, may be by voice
vote. Every vote taken by written ballot shall be counted by one or more
inspectors of election appointed by the Board of Directors. When a quorum is
present at any

meeting, the vote of the holders of a majority of the stock which has voting
power present in person or represented by proxy and which has actually voted
shall decide any question properly brought before such meeting, unless the
question is one upon which by express provision of law, the Certificate of
Incorporation or these by-laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

ARTICLE II

DIRECTORS

Section 1. POWERS. The business and affairs of the Corporation shall
be managed by or under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation directed or
required to be exercised or done by the stockholders.

Section 2. NUMBER AND TERM OF OFFICE. The Board of Directors shall
consist of one or more members. The number of directors shall be fixed by
resolution of the Board of Directors or by the stockholders at the annual
meeting or a special meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3 of this Article,
and each director elected shall hold office until his successor is elected
and qualified, except as required by law. Any decrease in the authorized
number of directors shall not be effective until

the expiration of the term of the directors then in office, unless, at the
time of such decrease there shall be vacancies on the Board which are being
eliminated by such decrease.

Section 3. VACANCIES AND NEW DIRECTORSHIPS. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors which occur between annual meetings of the stockholders may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so elected shall
hold office until the next annual meeting of the stockholders and until their
successors are elected and qualified, except as required by law.

Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of the
stockholders and at such other time and place as shall from time to time be
determined by the Board of Directors.

Section 5. SPECIAL MEETINGS. Special Meetings of the Board of
Directors may be called by the Chairman of the Board or the President on one
day's notice to each director by whom such notice is not waived, given either
personally or by mail, telegram, telephone, or facsimile, shall be called by
the President or the Secretary in like manner and on like notice on the
written request of any two directors.

Section 6. QUORUM. At all meetings of the Board of Directors, a
majority of the total number of directors then in office shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time to another place, time or date, without notice
other than announcement at the meeting, until a quorum shall be present.

Section 7. WRITTEN ACTION. 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 committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the Board or Committee.

Section 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. 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 any
such committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

Section 9. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation
and each to have such lawfully delegable powers and duties as the Board may
confer. Each such committee shall serve at the pleasure of the Board of
Directors. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. Except as otherwise provided by law, any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to
all papers which may require it. Any committee or committees so designated
by the Board shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Unless otherwise
prescribed by the Board of Directors, a majority of the members of the
committee shall constitute a quorum for the transaction of business, and the
act of a majority of the members present at a meeting at which there is a
quorum shall be the act of such committee. Each committee shall prescribe
its own rules for calling and holding meetings and its method of procedure,
subject to any rules prescribed by the Board of Directors, and shall keep a
written record of all actions taken by it.

Section 10. COMPENSATION. The Board of Directors may establish such
compensation for, and reimbursement of the expenses of, directors for
attendance at meetings of the Board of Directors or committees, or for other
services by directors to the Corporation, as the Board of Directors may
determine.

Section 11. RULES. The Board of Directors may adopt such special rules
and regulations for the conduct of their meetings and the management of the
affairs of the Corporation as they may deem proper, not inconsistent with law
or these by-laws.

ARTICLE III

NOTICES

Section 1. GENERALLY. Whenever by law or under the provisions of the
Certificate of Incorporation or these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to
be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram, telephone, or
facsimile.

Section 2. WAIVERS. Whenever any notice is required to be given by law
or under the provisions of the Certificate of Incorporation or these by-laws,
a waiver thereof in writing, signed by the person or persons entitled to much
notice, whether before or after the time of the event for which notice is to
be given, 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
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.

ARTICLE IV

OFFICERS

Section 1. GENERALLY. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a President, a Secretary and a
Treasurer. The President shall be a member of the Board of Directors. The
Board of Directors may also choose any or all of the following: a Chairman
of the Board of Directors, one or more Vice Presidents, a Controller, a
General Counsel, and one or more Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person.

Section 2. COMPENSATION. The compensation of all officers and agents
of the Corporation who are also directors of the Corporation shall be fixed
by

the Board of Directors. The Board of Directors may delegate the power to fix
the compensation of other officers and agents of the Corporation to an
officer of the Corporation.

Section 3. SUCCESSION. The officers of the Corporation shall bold
office until their successors are elected and qualified. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. Any vacancy occurring in
any office of the Corporation may be filled by the Board of Directors.

Section 4. AUTHORITY AND DUTIES. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
stated in these by-laws or as may be customarily incident to their respective
offices, or as may be specified from time to time by the Board of Directors
in a resolution which is not inconsistent with these by-laws.

Section 5. CHAIRMAN. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors and he shall have such other
duties and responsibilities as may be assigned to him by the Board of
Directors. The Chairman shall have overall responsibility for the management
and direction of the business and affairs of the Corporation. The Chairman
shall be the senior officer of the Corporation and in case of the inability
or failure of the President to perform-the duties of that office, shall
perform the duties of the President.

The Chairman may delegate to any qualified person authority to chair any
meeting of the stockholders, either on a temporary or a permanent basis.

Section 6. PRESIDENT. The President shall be responsible for the
active direction of the daily business of the Corporation. The President
shall report to and be under the supervision of the Chairman. In case of the
inability or failure of the Chairman to perform the duties of that office,
the President shall perform the duties of the Chairman, unless otherwise
determined by the Board of Directors.

Section 7. EXECUTION OF DOCUMENTS. The Chairman of the Board and the
President shall have, and each of them is hereby given, full power and
authority to execute all duly authorized contracts, agreements, deeds,
conveyances or other obligations of the Corporation, applications, consents,
proxies and other powers of attorney, and other documents and instruments,
except where required or permitted by law to be otherwise executed and except
where the execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In addition,
the Chairman of the Board and the President may delegate to other officers,
employees and agents of the Corporation the power and authority to execute,
on behalf of the Corporation, duly authorized contracts, agreements, deeds,
conveyances, or other obligations of the Corporation, applications, consents,
proxies and other powers of attorney, and other documents and instruments,
with such limitations as the Chairman of the Board or the President may
specify; such

authority so delegated by the Chairman of the Board or the President shall
not be re-delegated by the person to whom such execution authority has been
delegated.

Secton 8. VICE PRESIDENT. Each Vice President, however titled, shall
perform such duties and services and shall have such authority and
responsibilities as shall be assigned to or required from time to time by the
Board of Directors, the Chairman or the President.

Section 9. SECRETARY AND ASSISTANT SECRETARIES. (a) The Secretary
shall attend all meetings of the stockholders and all meetings of the Board
of Directors and record all proceedings of the meetings of the stockholders
and of the Board of Directors and shall perform like duties for the standing
committees when requested by the Board of Directors, the Chairman or the
President. The Secretary shall give, or cause to be given, notice of all
meeting of the stockholders and meetings of the Board of Directors. The
Secretary shall perform such duties as may be prescribed by the Board of
Directors, the Chairman or the President. The Secretary shall have charge of
the seal of the Corporation and authority to affix the seal to any
instrument. The Secretary or any Assistant Secretary may attest to the
corporate seal by handwritten or facsimile signature. The Secretary shall
keep and account far all books, documents, papers and records of the
Corporation except those far which some other officer or agent has been
designated as is otherwise properly accountable. The Secretary shall have
authority to sign stock certificates.

(b) Assistant Secretaries, in the order of their seniority, shall assist
the Secretary and, if the Secretary is unavailable or fails to act, perform the
duties and exercise the authorities of the Secretary.

Section 10. TREASURER AND ASSISTANT TREASURERS. (a) The Treasurer
shall have the custody of the funds and securities belonging to the
Corporation and shall deposit 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 Treasurer with the prior approval of the Board of
Directors, the Chairman and the President. The Treasurer shall disburse the
funds and pledge the credit of the Corporation as may be directed by the
Board of Directors and shall render to the Board of Directors, the Chairman
and the President, as and when required by them, or any of them, an account
of all transactions by the Treasurer.

(b) Assistant Treasurers, in the order of their seniority, shall assist the
Treasurer and, if the Treasurer is unable or fails to act, perform the duties
and exercise the powers of the Treasurer.

Section 11. CONTROLLER. The Controller shall be the chief accounting
officer of the Corporation. The Controller shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
in accordance with accepted accounting methods and procedures. The
Controller shall initiate periodic audits of the accounting records, methods
and systems of the Corporation. The

Controller shall render to the Board of Directors, the Chairman and the
President, as and when required by them, or any of them, a statement of the
financial condition of the Corporation.

Section 12. GENERAL COUNSEL. The General Counsel shall be the chief
legal officer of the Corporation. The General Counsel shall provide legal
counsel and advice to the Board of Directors and to the officers with respect
to compliance with applicable laws and regulations. The General Counsel
shall also provide or obtain legal defense of the Corporation. The General
Counsel shall render to the Board of Directors, the Chairman and the
President, as and when required by them, or any of them, a report on the
status of claims against, and pending litigation of, the Corporation.

ARTICLE V

STOCK

Section 1. CERTIFICATES. Certificates representing shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall
be numbered and their issuance recorded in the books of the Corporation, and
such certificate shall exhibit the holder's name and the number of shares and
shall be signed by, or in the name of the Corporation by, the Chairman of the
Board or the

President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and shall bear the corporate seal.
Where any such certificate is countersigned by a transfer agent or a
registrar other than the Corporation or its employee, the signatures of any
such officers of the Corporation and the seal of the Corporation, if any,
upon such certificates may be facsimiles, engraved or printed.

Section 2. TRANSFER. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue, or to cause its
transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The President may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact, satisfactory to the President, by the person claiming the certificate
of stock to be lost, stolen or destroyed. As a condition precedent to the
issuance of a new certificate or certificates the President requires the
owner of such lost, stolen or destroyed certificate or certificates to give
the Corporation a bond in such sum and with such surety or sureties as the
President

may direct as indemnity against any claims that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen
or destroyed or the issuance of the new certificate.

Section 4. RECORD DATE. (a) 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, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record is fixed by the Board of Directors,
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. 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 of Directors may fix a new record
date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the

resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If
no record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required
by this chapter, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody
of the book in which proceedings of meeting of stockholders are recorded.
Delivery made to a Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be
at the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders 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 a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed from time to time by the Board of Directors.

Section 2. CORPORATE SEAL. The Board of Directors may adopt a
corporate seal and use the same by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation
and upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees
of the Board of Directors, or by any other person as to matters the director,
committee member or officer believes

are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

Section 4. TIME PERIODS. In applying any provision of these by-laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the
doing of the act shall be excluded and the day of the event shall be included.

Section 5. DIVIDENDS. The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding shares of
capital stock, in the manner and upon the terms and conditions provided by
law and the Certificate of Incorporation.

ARTICLE VII

AMENDMENTS

Section 1. AMENDMENTS. These by-laws may be altered, amended or
repealed, or new by-laws may be adopted, by the stockholders or by the Board
of Directors.