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Exhibit 3.8

BY-LAWS

of

MERISTAR HOSPITALITY FINANCE CORP. III

(A Delaware Corporation)



ARTICLE 1

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 Assistant Secretary means an Assistant Secretary of the Corporation.

1.2 Assistant Treasurer means an Assistant Treasurer of the Corporation.

1.3 Board means the Board of Directors of the Corporation.

1.4 By-laws means the initial by-laws of the Corporation, as amended
from time to time.

1.5 Certificate of Incorporation means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from
time to time.

1.6 Chairman means the Chairman of the Board of Directors of the
Corporation.

1.7 Corporation means MeriStar Hospitality Finance Corp. III

1.8 Directors means directors of the Corporation.



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1.9 Entire Board means all directors of the Corporation in office,
whether or not present at a meeting of the Board, but disregarding vacancies.

1.10 General Corporation Law means the General Corporation Law of the
State of Delaware, as amended from time to time.

1.11 Office of the Corporation means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

1.12 President means the President of the Corporation.

1.13 Secretary means the Secretary of the Corporation.

1.14 Stockholders means stockholders of the Corporation.

1.15 Treasurer means the Treasurer of the Corporation.

1.16 Vice President means a Vice President of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of stockholders shall be held
at the office of the Corporation or at such other place within or without the
State of Delaware as shall be specified or fixed in the notice of such meeting
or in the waiver of notice thereof.

2.2 Annual Meeting. A meeting of stockholders shall be held
annually for the election of Directors and the transaction of other business at
such hour and on such business day in January or February or as may be
determined by the Board and designated in the notice of meeting.



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2.3 Deferred Meeting for Election of Directors, Etc. If the annual
meeting of stockholders for the election of Directors and the transaction of
other business is not held within the months specified in Section 2.2 hereof,
the Board shall call a meeting of stockholders for the election of Directors
and the transaction of other business as soon thereafter as convenient.

2.4 Other Special Meetings. A special meeting of stockholders
(other than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any special meeting of stockholders only
such business may be transacted as is related to the purpose or purposes of
such meeting set forth in the notice thereof given pursuant to Section 2.6
hereof or in any waiver of notice thereof given pursuant to Section 2.7 hereof.

2.5 Fixing Record Date. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of
Stockholders or any adjournment thereof, (ii) unless otherwise provided in the
Certificate of Incorporation to express consent to corporate action in writing
without a meeting or (iii) 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 (b) any other lawful
action, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date was adopted by the
Board and which record date shall not be (x) in the case of clause (a)(i)
above, more than sixty nor less than ten days before the date of such meeting,
(y) in the case of clause (a)(ii) above, more than 10 days after the date upon
which the resolution fixing the record date was



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adopted by the Board and (z) in the case of clause (a)(iii) or (b) above,
more than sixty days prior to such action. If no such record date is fixed:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.5.1 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 2.5.2 the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting (unless
otherwise provided in the Certificate of Incorporation), when no prior
action by the Board is required under the General Corporation Law, shall
be the first day 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 the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded; and when prior action by the Board is required under the
General Corporation 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 date on which the Board adopts
the resolution taking such prior action; and
|
| | 2.5.3 the record date for determining stockholders for any purpose
other than those specified in Sections 2.5.1 and 2.5.2 shall be at the
close of business on the day on which the Board adopts the resolution
relating thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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When a determination of Stockholders entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting. Delivery made to the Corporations
registered office in accordance with Section 2.5.2 shall be by hand or by
certified or registered mail, return receipt requested.

2.6 Notice of Meetings of Stockholders. Except as otherwise
provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any
statute, the Certificate of Incorporation or these By-laws, Stockholders are
required or permitted to take any action at a meeting, written notice shall be
given stating the place, date 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 provided by any statute, the Certificate of Incorporation or
these By-laws, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten nor more than sixty days before the date of the
meeting, to each Stockholder entitled to notice of or to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail, with postage prepaid, directed to the Stockholder at his or her
address as it appears on the records of the Corporation. An affidavit of the
Secretary or an Assistant Secretary or of the transfer agent of the Corporation
that the notice required by this Section 2.6 has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any business may
be transacted



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that might have been transacted at the meeting as originally called. If,
however, the adjournment is for more than thirty days, or if after 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.

2.7 Waivers of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing, signed by the Stockholder or Stockholders entitled
to said notice, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice. Attendance by a Stockholder at
a meeting shall constitute a waiver of notice of such meeting except when the
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting has not been lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Stockholders need be specified in any written waiver of notice unless so
required by statute, the Certificate of Incorporation or these By-laws.

2.8 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, 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,
the Stockholders agent, or attorney, at the Stockholders expense, 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



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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 time
and place of the meeting during the whole time thereof, and may be inspected by
any Stockholder who is present. The Corporation shall maintain the Stockholder
list in written form or in another form capable of conversion into written form
within a reasonable time. Upon the willful neglect or refusal of the Directors
to produce such a list at any meeting for the election of Directors, they shall
be ineligible for election to any office at such meeting. The stock ledger
shall be the only evidence as to who are the Stockholders entitled to examine
the stock ledger, the list of Stockholders or the books of the Corporation, or
to vote in person or by proxy at any meeting of Stockholders.

2.9 Quorum of Stockholders; Adjournment. Except as otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, the
holders of one-third of all outstanding shares of stock entitled to vote at any
meeting of Stockholders, present in person or represented by proxy, shall
constitute a quorum for the transaction of any business at such meeting. When
a quorum is once present to organize a meeting of Stockholders, it is not
broken by the subsequent withdrawal of any Stockholders. The holders of a
majority of the shares of stock present in person or represented by proxy at
any meeting of Stockholders, including an adjourned meeting, whether or not a
quorum is present, may adjourn such meeting to another time and place. Shares
of its own stock belonging 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; provided, however,
that the foregoing shall not



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

2.10 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, every Stockholder of record shall be entitled at
every meeting of Stockholders to one vote for each share of capital stock
standing in his or her name on the record of Stockholders determined in
accordance with Section 2.5 hereof. If the Certificate of Incorporation
provides for more or less than one vote for any share on any matter, each
reference in the By-laws or the General Corporation Law to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock. The provisions of Sections 212 and 217 of the General
Corporation Law shall apply in determining whether any shares of capital stock
may be voted and the persons, if any, entitled to vote such shares; but the
Corporation shall be protected in assuming that the persons in whose names
shares of capital stock stand on the stock ledger of the Corporation are
entitled to vote such shares. Holders of redeemable shares of stock are not
entitled to vote after the notice of redemption is mailed to such holders and a
sum sufficient to redeem the stocks has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay
the holders the redemption price on surrender of the shares of stock. At any
meeting of Stockholders (at which a quorum was present to organize the
meeting), all matters, except as otherwise provided by statute or by the
Certificate of Incorporation or by these By-laws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares present in
person or represented by proxy and entitled to vote thereon, whether or not a
quorum is
present when the vote is taken. All elections of Directors shall be by
written ballot unless



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otherwise provided in the Certificate of Incorporation.
In voting on any other question on which a vote by ballot is required by law or
is demanded by any Stockholder entitled to vote, the voting shall be by ballot.
Each ballot shall be signed by the Stockholder voting or the Stockholders
proxy and shall state the number of shares voted. On all other questions, the
voting may be viva voce. Each Stockholder entitled to vote at a
meeting of Stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such Stockholder by proxy. The validity and enforceability of any proxy shall
be determined in accordance with Section 212 of the General Corporation Law. A
Stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a
later date to the Secretary.

2.11 Voting Procedures and Inspectors of Election at Meetings of
Stockholders. The Board, in advance of any meeting of Stockholders, may
appoint one or more inspectors to act at the meeting and make a written report
thereof. The Board may designate one or more persons as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate has
been appointed or is able to act at a meeting, the person presiding at the
meeting may appoint, and on the request of any Stockholder entitled to vote
thereat shall appoint, one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall (a) ascertain the
number of shares outstanding and the voting power of each, (b) determine
the shares represented at the



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meeting and the validity of proxies and ballots,
(c) count all votes and ballots, (d) determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. Unless otherwise provided by
the Board, the date and time of the opening and the closing of the polls for
each matter upon which the Stockholders will vote at a meeting shall be
determined by the person presiding at the meeting and shall be announced at the
meeting. No ballot, proxies or votes, or any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery of the State of Delaware upon application by a
Stockholder shall determine otherwise.

2.12 Organization. At each meeting of Stockholders, the
President, or in the absence of the President, the Chairman, or if there is no
Chairman or if there be one and the Chairman is absent, a Vice President, and
in case more than one Vice President shall be present, that Vice President
designated by the Board (or in the absence of any such designation, the most
senior Vice President, based on age, present), shall act as chairman of the
meeting. The Secretary, or in his or her absence, one of the Assistant
Secretaries, shall act as secretary of the meeting. In case none of the
officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as
the case may be, shall be chosen by a
majority of the votes cast at such meeting by the holders of shares of
capital stock present in person or represented by proxy and entitled to vote at
the meeting.



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2.13 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present
may be changed by a majority of the votes cast at such meeting by the holders
of shares of capital stock present in person or represented by proxy and
entitled to vote at the meeting.

2.14 Written Consent of Stockholders Without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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 and shall be delivered (by hand or by certified or registered mail,
return receipt requested) to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated consent delivered in the manner
required by this Section 2.14, written consents signed by a sufficient number
of holders to take action are delivered to the Corporation as aforesaid.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those Stockholders who
have not consented in writing.



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ARTICLE 3

Directors

3.1 General Powers. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by or under the direction of the Board. The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation
or these By-laws or applicable laws, as it may deem proper for the conduct of
its meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist
of one or more members. The number of Directors shall be fixed initially by
the incorporator and may thereafter be changed from time to time by action of
the stockholders or by action of the Board. Directors need not be
stockholders. Each Director shall hold office until a successor is elected and
qualified or until the Directors death, resignation or removal.

3.3 Election. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of
the votes cast at a meeting of stockholders by the holders of shares entitled
to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Certificate of Incorporation, newly created Directorships
resulting from an increase in the number of Directors and vacancies occurring
in the Board for any other



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reason, including the removal of Directors without
cause, may be filled by the affirmative votes of a majority of the entire
Board, although less than a quorum, or by a sole remaining Director, or may be
elected by a plurality of the votes cast by the holders of shares of capital
stock entitled to vote in the election at a special meeting of stockholders
called for that purpose. A Director elected to fill a vacancy shall be elected
to hold office until a successor is elected and qualified, or until the
Directors earlier death, resignation or removal.

3.5 Resignation. Any Director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective.

3.6 Removal. Subject to the provisions of Section 141(k) of the
General Corporation Law, any or all of the Directors may be removed with or
without cause by vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.

3.7 Compensation. Each Director, in consideration of his or her
service as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at Directors meetings, or both, as the
Board may from time to time determine, together with reimbursement for the
reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or
her duties. Each Director who shall serve as a member of any committee of
Directors in consideration of serving as such shall be entitled to such
additional amount per annum or such fees for attendance at committee meetings,
or both, as the Board may from time to



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time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by
such Director in the performance of his or her duties. Nothing contained in
this Section 3.7 shall preclude any Director from serving the Corporation or
its subsidiaries in any other capacity and receiving proper compensation
therefor.

3.8 Times and Places of Meetings. The Board may hold meetings,
both regular and special, either within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to a resolution of the
Board) in the notice of the meeting.

3.9 Annual Meetings. On the day when and at the place where the
annual meeting of stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its annual meeting, without
notice of such meeting, for the purposes of organization, the election of
officers and the transaction of other business. The annual meeting of the
Board may be held at any other time and place specified in a notice given as
provided in Section 3.11 hereof for special meetings of the Board or in a
waiver of notice thereof.

3.10 Regular Meetings. Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board.

3.11 Special Meetings. Special meetings of the Board may be
called by the Chairman, the President or the Secretary or by any two or more
Directors then serving on at least one days notice to each Director given by
one of the means specified in Section 3.14 hereof other than by mail, or on at
least three days notice if given by mail.



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Special meetings shall be called by the Chairman, President or Secretary in like
manner and on like notice on the written request of any two or more of the Directors then
serving.

3.12 Telephone Meetings. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of 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 participation in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

3.13 Adjourned Meetings. A majority of the Directors present at
any meeting of the Board, including an adjourned meeting, whether or not a
quorum is present, may adjourn such meeting to another time and place. At
least one days notice of any adjourned meeting of the Board shall be given to
each Director whether or not present at the time of the adjournment, if such
notice shall be given by one of the means specified in Section 3.14 hereof
other than by mail, or at least three days notice if by mail. Any business
may be transacted at an adjourned meeting that might have been transacted at
the meeting as originally called.

3.14 Notice Procedure. Subject to Sections 3.11 and 3.17 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Directors address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram,
telex, telecopy or similar means addressed as aforesaid.

3.15 Waiver of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing,



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signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by 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 on the ground that the meeting has
not been lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Directors or a
committee of Directors need be specified in any written waiver of notice unless
so required by statute, the Certificate of Incorporation or these By-laws.

3.16 Organization. At each meeting of the Board, the Chairman, or
in the absence of the Chairman, the President, or in the absence of the
President, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board.
In case the Secretary shall be absent from any meeting of the Board, an
Assistant Secretary shall perform the duties of secretary at such meeting; and
in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.

3.17 Quorum of Directors. The presence in person of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.



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3.18 Action by Majority Vote. Except as otherwise expressly
required by statute, the Certificate 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.

3.19 Action Without 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 or of any committee thereof may be
taken without a meeting if all Directors or members 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 or committee.

ARTICLE 4

COMMITTEES OF THE BOARD

The Board may, by resolution passed by a vote of a majority of the entire
Board, designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation. 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 such committee. If a member of a
committee shall be absent from any meeting, or disqualified from voting
thereat, the remaining member or members present and not disqualified from
voting, whether or not such member or members
constitute a quorum, may, by a unanimous vote, appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board passed as aforesaid, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation



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to be impressed on
all papers that may require it, but no such committee shall have the power or
authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under section
251 or section 252 of the General Corporation Law, recommending to the
stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporations property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution designating it expressly so provides, no such committee
shall have the power and authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law. Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a
quorum shall be the act of the committee. Each committee shall keep regular
minutes of its meetings. Unless the Board otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its
business in the same manner as the Board conducts its business pursuant to
Article 3 of these By-laws.

ARTICLE 5

OFFICERS

5.1 Positions. The officers of the Corporation shall be a
President, a Secretary, a Treasurer and such other officers as the Board may
appoint, including a



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Chairman, one or more Vice Presidents and one or more
Assistant Secretaries and Assistant Treasurers, who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
The Board may designate one or more Vice Presidents as Executive Vice
Presidents and may use descriptive words or phrases to designate the standing,
seniority or areas of special competence of the Vice Presidents elected or
appointed by it. Any number of offices may be held by the same person unless
the Certificate of Incorporation or these By-laws otherwise provide.

5.2 Appointment. The officers of the Corporation shall be chosen
by the Board at its annual meeting or at such other time or times as the Board
shall determine.

5.3 Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a Director.

5.4 Term of Office. Each officer of the Corporation shall hold
office for the term for which he or she is elected and until such officers
successor is chosen and qualifies or until such officers earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Such resignation
shall take effect at the date of receipt of such notice or at such later
time as is therein specified, and, unless otherwise specified, the acceptance
of such resignation shall not be necessary to make it effective. The
resignation of an officer shall be without prejudice to the contract rights of
the Corporation, if any. Any officer elected or appointed by the Board may be
removed at any time, with or without cause, by vote of a majority of the entire
Board. Any vacancy occurring in any office of the Corporation shall be filled
by the Board. The



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removal of an officer without cause shall be without
prejudice to the officers contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.

5.5 Fidelity Bonds. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

5.6 Chairman. The Chairman, if one shall have been appointed,
shall preside at all meetings of the Board and shall exercise such powers and
perform such other duties as shall be determined from time to time by the
Board.

5.7 President. The President shall be the Chief Executive Officer
of the Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The President shall preside at all meetings
of the Stockholders and at all meetings of the Board at which the Chairman (if
there be one) is not present. The President may sign and execute in the name
of the Corporation deeds, mortgages, bonds, contracts and other instruments
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer or agent of
the Corporation or shall be required by statute otherwise to be signed
or executed and, in general, the President shall perform all duties
incident to the office of President of a corporation and such other duties as
may from time to time be assigned to the President by the Board.

5.8 Vice Presidents. At the request of the President, or, in the
Presidents absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of



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21

seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts
or other instruments, except in cases in which the signing and execution
thereof shall be expressly delegated by the Board or by these By-laws to some
other officer or agent of the Corporation, or shall be required by statute
otherwise to be signed or executed, and each Vice President shall perform such
other duties as from time to time may be assigned to such Vice President by the
Board or by the President.

5.9 Secretary. The Secretary shall attend all meetings of the
Board and of the Stockholders and shall record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all
special meetings of the Board and of the stockholders and shall perform such
other duties as may be prescribed by the Board or by the President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to impress the same on any instrument requiring
it, and when so impressed the
seal may be attested by the signature of the Secretary or by the signature
of such Assistant Secretary. The Board may give general authority to any other
officer to impress the seal of the Corporation and to attest the same by such
officers signature. The Secretary or an Assistant Secretary may also attest
all instruments signed by the President or any Vice President. The Secretary
shall have charge of all the books, records and papers of the Corporation
relating to its organization and management, shall see that the reports,



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statements and other documents required by statute are properly kept and filed
and, in general, shall perform all duties incident to the office of Secretary
of a corporation and such other duties as may from time to time be assigned to
the Secretary by the Board or by the President.

5.10 Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds, securities and notes of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from
any sources whatsoever; deposit all such moneys and valuable effects in the
name and to the credit of the Corporation in such depositaries as may be
designated by the Board; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be determined by the Board and be responsible
for the accuracy of the amounts of all moneys so disbursed; regularly enter or
cause to be entered in books or other records maintained for the purpose full
and adequate account of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; render to the
President or the Board, whenever the President or the Board shall require
the Treasurer so to do, an account of the financial condition of the
Corporation and of all financial transactions of the Corporation; exhibit at
all reasonable times the records and books of account to any of the Directors
upon application at the office of the Corporation where such records and books
are kept; disburse the funds of the Corporation as ordered by the Board; and,
in general, perform all duties incident to the office of Treasurer of a



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23

corporation and such other duties as may from time to time be assigned to the
Treasurer by the Board or the President.

5.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President.

ARTICLE 6

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board, except as otherwise
provided in these By-laws, may prospectively or retroactively authorize any
officer or officers, employee or employees or agent or agents, in the name and
on behalf of the Corporation, to enter into any contract or execute and deliver
any instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

6.2 Loans. The Board may prospectively or retroactively authorize
the President or any other officer, employee or agent of the Corporation to
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and
advances the person so authorized may make, execute and deliver promissory
notes, bonds or other certificates or evidences of indebtedness of the
Corporation, and, when authorized by the Board so to do, may pledge and
hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances. Such authority conferred by the Board
may be general or confined to specific instances, or otherwise limited.

6.3 Checks, Drafts, Etc. All checks, drafts and other orders for
the payment of money out of the funds of the Corporation and all evidences of
indebtedness



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of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the
Board.

6.4 Deposits. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation with such
banks, trust companies, investment banking firms, financial institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.

ARTICLE 7

STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock
of the Corporation shall be represented by certificates in such form
(consistent with the provisions of Section 158 of the General Corporation Law)
as shall be approved by the Board. Such certificates shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer, and may be impressed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or
registrar other than the Corporation itself or its employee. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, 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.



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25

7.2 Transfer of Shares. Transfers of shares of capital stock of
the Corporation shall be made only on the books of the Corporation by the
holder thereof or by the holders duly authorized attorney appointed by a power
of attorney duly executed and filed with the Secretary or a transfer agent of
the Corporation, and on surrender of the certificate or certificates
representing such shares of capital stock properly endorsed for transfer and
upon payment of all necessary transfer taxes. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked Cancelled, with
the date of cancellation, by the Secretary or an Assistant Secretary or the
transfer agent of the Corporation. A person in whose name shares of capital
stock shall stand on the books of the Corporation shall be deemed the owner
thereof to receive dividends, to vote as such owner and for all other purposes
as respects the Corporation. No transfer of shares of capital stock shall be
valid as against the Corporation, its stockholders and creditors for any
purpose, except to render the transferee liable for the debts of the
Corporation to the extent provided by law, until such transfer shall have been
entered on the books of the Corporation by an entry showing from and to
whom transferred.

7.3 Transfer and Registry Agents. The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.

7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder
of any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to



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the issue of
any such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its transfer agents and registrars, or such of them as the
Board may require, a bond in such form, in such sums and with such surety or
sureties as the Board may direct, to indemnify the Corporation and its transfer
agents and registrars against any claim that may be made against any of them on
account of the continued existence of any such certificate so alleged to have
been lost, destroyed, stolen or mutilated and against any expense in connection
with such claim.

7.5 Rules and Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the
Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though permitted by Section 202 of the
General Corporation Law, shall be ineffective except against a person with
actual



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knowledge of the restriction. A restriction on the transfer or
registration of transfer of capital stock of the Corporation may be imposed
either by the Certificate of Incorporation or by an agreement among any number
of stockholders or among such stockholders and the Corporation. No restriction
so imposed shall be binding with respect to capital stock issued prior to the
adoption of the restriction unless the holders of such capital stock are
parties to an agreement or voted in favor of the restriction.

7.7 Dividends, Surplus, Etc. Subject to the provisions of the
Certificate of Incorporation and of law, the Board:



| |                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 7.7.1 may declare and pay dividends or make other distributions on
the outstanding shares of capital stock in such amounts and at such time
or times as it, in its discretion, shall deem advisable giving due
consideration to the condition of the affairs of the Corporation;                                                                                                           
|
| | 7.7.2 may use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of
the Corporation, or purchase warrants therefor, in accordance with law,
or any of its bonds, debentures, notes, scrip or other securities or
evidences of indebtedness; and                                                                    
|
| | 7.7.3 may set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for
the purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best
interests of the Corporation.



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ARTICLE 8

INDEMNIFICATION

8.1 Indemnity Undertaking. To the extent not prohibited by law,
the Corporation shall indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding (a Proceeding), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or officer of the Corporation, or, at the request of the
Corporation, is or was serving as a director or officer of any other
corporation or in a capacity with comparable authority or responsibilities for
any partnership, joint venture,
trust, employee benefit plan or other enterprise (an Other Entity),
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys fees, disbursements and
other charges). Persons who are not directors or officers of the Corporation
(or otherwise entitled to indemnification pursuant to the preceding sentence)
may be similarly indemnified in respect of service to the Corporation or to an
Other Entity at the request of the Corporation to the extent the Board at any
time specifies that such persons are entitled to the benefits of this Article
8.

8.2 Advancement of Expenses. The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including attorneys fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required



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by the General Corporation
Law, such expenses incurred by or on behalf of any Director or officer or other
person may be paid in advance of the final disposition of a Proceeding only
upon receipt by the Corporation of an undertaking, by or on behalf of such
Director or officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such Director,
officer or other person is not entitled to be indemnified for such expenses.

8.3 Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be
entitled under any statute, the Certificate of Incorporation, these
By-laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.

8.4 Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

8.5 Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted



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against such person and incurred by such person
in any such capacity, or arising out of such persons status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this Article 8, the Certificate of
Incorporation or under section 145 of the General Corporation Law or any other
provision of law.

8.6 Binding Effect. The provisions of this Article 8 shall be a
contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Article 8 is in
effect and any other person entitled to indemnification hereunder, on the other
hand, pursuant to which the Corporation and each such Director, officer or
other person intend to be, and shall be legally bound. No repeal or
modification of this Article 8 shall affect any rights or
obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

8.7 Procedural Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the



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circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.

8.8 Service Deemed at Corporations Request. Any Director or
officer of the Corporation serving in any capacity (a) another corporation of
which a majority of the shares entitled to vote in the election of its
directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at
the request of the Corporation.

8.9 Election of Applicable Law. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided,
however, that if no such notice is given, the right to indemnification
or reimbursement or advancement of



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expenses shall be determined by the law in
effect at the time indemnification or reimbursement or advancement of
expenses is sought.

ARTICLE 9

BOOKS AND RECORDS

9.1 Books and Records. There shall be kept at the principal office
of the Corporation correct and complete records and books of account recording
the financial transactions of the Corporation and minutes of the proceedings of
the stockholders, the Board and any committee of the Board. The Corporation
shall keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of
all stockholders, the number and class of
 shares held by each and the dates when they respectively became the owners
of record thereof.

9.2 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
written 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.

9.3 Inspection of Books and Records. Except as otherwise provided
by law, the Board shall determine from time to time whether, and, if allowed,
when and under what conditions and regulations, the accounts, books, minutes
and other records of the Corporation, or any of them, shall be open to the
stockholders for inspection.



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ARTICLE 10

SEAL

The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words Corporate Seal,
Delaware. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

ARTICLE 11

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and may be changed, by
resolution of the Board.

ARTICLE 12

PROXIES AND CONSENTS

Unless otherwise directed by the Board, the Chairman, the President, any
Vice President, the Secretary or the Treasurer, or any one of them, may execute
and deliver on behalf of the Corporation proxies respecting any and all shares
or other ownership interests of any Other Entity owned by the Corporation
appointing such person or persons as the officer executing the same shall deem
proper to represent and vote the shares or other ownership interests so owned
at any and all meetings of holders of shares or other ownership interests,
whether general or special, and/or to execute and deliver consents respecting
such shares or other ownership interests; or any of the aforesaid officers may
attend any meeting of the holders of shares or other ownership interests of
such Other Entity and thereat vote or exercise any or all other powers of the
Corporation as the holder of such shares or other ownership interests.



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ARTICLE 13

EMERGENCY BY-LAWS

Unless the Certificate of Incorporation provides otherwise, the following
provisions of this Article 13 shall be effective during an emergency, which is
defined as when a quorum of the Corporations Directors cannot be readily
assembled because of some catastrophic event. During such emergency:

13.1 Notice to Board Members. Any one member of the Board or any
one of the following officers: Chairman, President, any Vice President,
Secretary, or Treasurer, may call a meeting of the Board. Notice of such
meeting need be given only to those Directors whom it is practicable to reach,
and may be given in any practical manner, including by publication and radio.
Such notice shall be given at least six hours prior to commencement of the
meeting.

13.2 Temporary Directors and Quorum. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve
a quorum, shall be considered to be Directors for the meeting, and shall so
serve in order of rank, and within the same rank, in order of seniority. In
the event that less than a quorum of the Directors are present (including any
officers who are to serve as Directors for the meeting), those Directors
present (including the officers serving as Directors) shall constitute a
quorum.

13.3 Actions Permitted To Be Taken. The Board as constituted in
Section 13.2, and after notice as set forth in Section 13.1 may:



| |                                                                     
| | --------------------------------------------------------------------
| | 13.3.1 prescribe emergency powers to any officer of the
Corporation;



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| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | 13.3.2 delegate to any officer or Director, any of the powers of
the Board;                                                     
|
| | 13.3.3 designate lines of succession of officers and agents, in the
event that any of them are unable to discharge their duties;
|
| | 13.3.4 relocate the principal place of business, or designate
successive or simultaneous principal places of business; and      
|
| | 13.3.5 take any other convenient, helpful or necessary action to
carry on the business of the Corporation.                      

ARTICLE 14

AMENDMENTS

These By-laws may be amended or repealed and new By-laws may be adopted by
a vote of the holders of shares entitled to vote in the election of Directors
or by the Board. Any By-laws adopted or amended by the Board may be amended or
repealed by the Stockholders entitled to vote thereon.