COMPOSITE BY-LAWS
                                OF
        CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
                     (as of October 4, 1996)
              

                            SECTION 1

                             OFFICES

     1.1  Principal  Office.  The principal office of the Corporation shall
be located at 109 Northpark Blvd., 5th Floor, Covington, Louisiana 70433.

     1.2  Additional offices.  The  Corporation  may  have  such offices at
such other places as the Board of Directors may from time to time determine
or the business of the Corporation may require.

                            SECTION 2

                      SHAREHOLDERS MEETINGS

     2.1  Place  of  Meetings.  Unless otherwise required by law  or  these
By-laws, all meetings  of  the  shareholders shall be held at the principal
office of the Corporation or at such  other  place,  within  or without the
State of Louisiana, as may be designated by the Board of Directors.

     2.2  Annual  Meetings;  Notice  Thereof.  An  annual  meeting  of  the
shareholders  shall be held each year on the date and at the  time  as  the
Board of Directors  shall  designate, for the purpose of electing directors
and for the transaction of such  other  business as may be properly brought
before  the meeting.  If no annual shareholders'  meeting  is  held  for  a
period of eighteen months, any shareholder may call such meeting to be held
at the registered  office of the Corporation as shown on the records of the
Secretary of State of the State of Louisiana.

     2.3  Special Meetings.  Special  meetings of the shareholders, for any
purpose or purposes, may be called by the  Board of Directors, the Chairman
of the Board, or the President.  At any time,  upon  the written request of
any shareholder or group of shareholders holding in the  aggregate at least
a majority of the total voting power, the Secretary shall  call  a  special
meeting  of  shareholders  to  be  held  at  the  registered  office of the
Corporation  at  such time as the Secretary may fix, not less than  15  nor
more than 60 days  after  the receipt of such request, and if the Secretary
shall neglect or refuse to  fix such time or to give notice of the meeting,
the shareholder or shareholders making the request may do so.  Such request
must state the specific purpose or purposes of the proposed special meeting
and the business to be conducted  thereat  shall be limited to such purpose
or purposes.

     2.4  Notice of Meetings.  Except as otherwise  provided  by  law,  the
authorized  person  or  persons calling a shareholders' meeting shall cause
written notice of the time, place and purpose of the meeting to be given to
all shareholders entitled to vote at such meeting, at least 10 days and not
more than 60 days prior to  the  day  fixed for the meeting.  Notice of the
annual  meeting  need not state the purpose  or  purposes  thereof,  unless
action is to be taken  at the meeting as to which notice is required by law
or the By-laws.  Notice  of  a  special  meeting shall state the purpose or
purposes thereof, and the business conducted  at  any special meeting shall
be limited to the purpose or purposes stated in the notice.

     2.5  List of Shareholders.  At every meeting of  shareholders,  a list
of shareholders entitled to vote, arranged alphabetically and certified  by
the Secretary or by the agent of the Corporation having charge of transfers
of  shares,  showing  the  number  and  class  of  shares held by each such
shareholder on the record date for the meeting and confirming the number of
votes  per share as to which each such shareholder is  entitled,  shall  be
produced on the request of any shareholder.

     2.6  Quorum.  At  all  meetings  of  shareholders,  the  holders  of a
majority  of  the  total  voting power shall constitute a quorum, provided,
however, that this subsection  shall  not  have  the effect of reducing the
vote  required to approve any matter that may be established  by  law,  the
Articles of Incorporation or these By-laws.

     2.7  Voting.  When  a  quorum is present at any shareholders' meeting,
the vote of the holders of a  majority  of that portion of the total voting
power that is present in person or represented by proxy, voting together as
a single class, shall decide each question  brought  before  such  meeting,
unless  the  resolution  of the question requires, by express provision  of
law, the Articles of Incorporation  or  these  By-laws, a different vote or
one or more separate votes by the holders of a class  or  series of capital
stock,  in  which case such express provision shall apply and  control  the
decision of such question.  Directors shall be elected by plurality vote.

     2.8  Proxies.  At  any  meeting of the shareholders, every shareholder
having the right to vote shall  be  entitled  to vote in person or by proxy
appointed  by an instrument in writing executed  by  such  shareholder  and
bearing a date not more than eleven months prior to the meeting, unless the
instrument provides for a longer period, but in no case will an outstanding
proxy be valid  for longer than three years from the date of its execution,
provided, however,  that  in  no  event  may  a proxy be voted at a meeting
called pursuant to La. R.S. 12:138 unless it is  executed  and dated by the
shareholder  within  30  days  of  the  date  of such meeting.  The  person
appointed as proxy need not be a shareholder of the Corporation.

     2.9  Adjournments.  Adjournments of any annual  or  special meeting of
shareholders  may  be  taken  without new notice being given unless  a  new
record date is fixed for the adjourned  meeting,  but  any meeting at which
directors are to be elected shall be adjourned only from  day  to day until
such directors shall have been elected.

     2.10 Withdrawal.  If  a  quorum  is present or represented at  a  duly
organized shareholders' meeting, such meeting  may  continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum as fixed in Section 2.6 of these  By-laws,  or the
refusal of any shareholders to vote.

     2.11 Lack  of  Quorum.  If  a  meeting  cannot  be organized because a
quorum has not attended, those present may adjourn the meeting to such time
and  place as they may determine, subject, however, to  the  provisions  of
Section  2.9 hereof.  In the case of any meeting called for the election of
directors, those who attend the second of such adjourned meetings, although
less than  a  quorum  as fixed in Section 2.6 hereof, shall nevertheless be
deemed to constitute a quorum for the purpose of electing directors.

     2.12 Presiding Officer.  The  Chairman  of  the  Board  or  the  Chief
Executive  Officer,  or in their absence a chairman designated by the Board
of Directors, shall preside at all shareholders' meetings.

     2.13 Definition of  Shareholder.  As used in these By-laws, and unless
the context otherwise requires,  the  term  shareholder shall mean a person
who is (i) the record holder of shares of the Corporation's common stock or
any other capital stock of the Corporation granted voting rights, or (ii) a
registered holder of any bonds, debentures or  similar  obligations granted
voting rights by the Corporation pursuant to La. R.S. 12:75H.

                            SECTION 3

                            DIRECTORS

     3.1  Number.  All of the corporate powers shall be vested  in, and the
business  and  affairs  of the Corporation shall be managed by, a Board  of
Directors. Except as otherwise  fixed  by or pursuant to Article III of the
Articles  of  Incorporation (as it may duly  amended  from  time  to  time)
relating to the  rights  of  the  holders  of  any class or series of stock
having  a  preference  over  the  common  stock  as to  dividends  or  upon
liquidation  to  elect additional directors by class  vote,  the  Board  of
Directors shall consist  of  not  less  than  three  and  not more than ten
natural  persons, as established from time to time by a resolution  of  the
Board of Directors; provided that, if after proxy materials for any meeting
of shareholders  at  which  directors  are  to  be  elected  are  mailed to
shareholders,  any  person or persons named therein to be nominated at  the
direction of the Board  of  Directors becomes unable or unwilling to serve,
the foregoing number of authorized  directors  as  provided  by  the  board
resolution  then in effect shall be automatically reduced by a number equal
to the number  of such persons unless the Board of Directors, by a majority
vote of the entire  Board,  selects  an  additional  nominee or nominees to
replace  such persons.  No director need be a shareholder.   The  Secretary
shall have  the  power to certify at any time as to the number of directors
authorized and as  to  the class to which each director has been elected or
assigned.

     3.2  Powers.  The  Board   may   exercise   all  such  powers  of  the
Corporation and do all such lawful acts and things  which  are  not by law,
the Articles of Incorporation or these By-laws directed or required  to  be
done by the shareholders.

     3.3  Classes.  The  Board of Directors, other than those directors who
may be elected by the holders  of  any  class  or  series  of  stock having
preference over the Common Stock as to dividends or upon liquidation, shall
be  divided, with respect to the time during which they shall hold  office,
into  three classes as nearly equal in number as possible, with the initial
term of  office  of  Class  I  directors  expiring at the annual meeting of
shareholders to be held in 1993, of Class II directors expiring at the next
succeeding  annual  meeting  of shareholders and  of  Class  III  directors
expiring at the second succeeding  annual meeting of shareholders, with all
such  directors  to hold office until  their  successors  are  elected  and
qualified.  Any increase  or  decrease  in the number of directors shall be
apportioned by the Board of Directors so  that  all  classes  of  directors
shall be as nearly equal in number as possible.  At each annual meeting  of
shareholders,  directors  chosen  to  succeed those whose terms then expire
shall be elected to hold office for a term  expiring  at the annual meeting
of shareholders held in the third year following the year of their election
and until their successors are duly elected and qualified.

     3.4  General  Election.  At  each  annual  meeting  of   shareholders,
directors  shall  be  elected  to succeed those directors whose terms  then
expire.  No decrease in the number  of  directors constituting the Board of
Directors shall shorten the term of any incumbent director.

     3.5  Vacancies.  Except  as otherwise  provided  in  the  Articles  of
Incorporation or these By-laws,  (a)  the office of a director shall become
vacant if he dies, resigns or is duly removed from office and (b) the Board
of Directors may declare vacant the office  of  a  director  if  he  (i) is
interdicted  or adjudicated an incompetent, (ii) is adjudicated a bankrupt,
(iii) in the sole  opinion  of the Board of Directors becomes incapacitated
by illness or other infirmity  so  that  he is unable to perform his duties
for a period of six months or longer, or (iv)  ceases  at  any time to have
the qualifications required by law, the Articles of Incorporation  or these
By-laws.

     3.6  Filling  Vacancies.  Except as otherwise provided in the Articles
of Incorporation or  Section 3.8 of these By-laws, any vacancy on the Board
(including any vacancy  resulting from an increase in the authorized number
of directors or from failure  of  the shareholders to elect the full number
of authorized directors) may, notwithstanding  any  resulting  absence of a
quorum of directors, be filled by a majority vote of the Board of Directors
remaining  in office, provided that the shareholders shall have the  right,
at any special  meeting called for such purpose prior to any such action by
the Board, to fill  the  vacancy.   A  director  elected  pursuant  to this
section  shall  serve  until  the  next  shareholders' meeting held for the
election of directors of the class to which  he  shall  have been appointed
and until his successor is elected and qualified.

     3.7  Notice of Shareholder Nominees.  Except as otherwise  provided in
Section  3.8 of these By-laws, only persons who are nominated in accordance
with the procedures  set  forth  in  this  section  shall  be  eligible for
election as directors.  Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of shareholders by or
at the direction of the Board of Directors or by any shareholder  of record
of  the  Corporation entitled to vote for the election of directors at  the
meeting who  complies with the notice procedures set forth in this section.
Such nominations, other than those made by or at the direction of the Board
of Directors,  shall  be  made  pursuant to timely notice in writing to the
Secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered or mailed and received at the principal office of the Corporation
not less than 45 days nor more than 90 days prior to the meeting, provided,
however, that in the event that less  than  55  days notice or prior public
disclosure  of the date of the meeting is given or  made  to  shareholders,
notice by the  shareholder  to be timely must be received no later than the
close of business on the tenth  day  following the day on which such notice
of the date of the meeting was mailed  or  such public disclosure was made.
Such shareholder's notice shall set forth or include the following:

          a. as to each person whom the shareholder  proposes  to  nominate
     for  election or re-election as a director (i) the name, age, business
     address  and  residential  address  of such person, (ii) the principal
     occupation or employment of such person, (iii) the class and number of
     shares of capital stock of the Corporation of which such person is the
     beneficial  owner  (as defined in Rule  13d-3  promulgated  under  the
     Securities Exchange  Act  of 1934), (iv) such person's written consent
     to being named in the proxy  statement  as a nominee and to serve as a
     director  if elected and (v) any other information  relating  to  such
     person that  would  be  required  to  be disclosed in solicitations of
     proxies for election of directors, or would  be otherwise required, in
     each case pursuant to Regulation 14A under the Securities Exchange Act
     of 1934; and

          b. as to the shareholder of record giving  the  notice,  (i)  the
     name  and  address of such shareholder and (b) the class and number of
     shares of capital  stock  of the Corporation of which such shareholder
     is the beneficial owner (as  defined  in  Rule 13d-3 promulgated under
     the Securities Exchange Act of 1934).  If requested  in writing by the
     Secretary  of  the  Corporation  at  least 15 days in advance  of  the
     meeting, such shareholder shall disclose  to the Secretary, within ten
     days of such request, whether such person is the sole beneficial owner
     of the shares held of record by him, and, if not, the name and address
     of each other person known by the shareholder  of  record  to claim or
     have a beneficial interest in such shares.

At the request of the Board of Directors, any person nominated by or at the
direction  of  the  Board  of  Directors  for  election as a director shall
furnish to the Secretary of the Corporation that information required to be
set forth in a shareholder's notice of nomination  which  pertains  to  the
nominee.   If  a  shareholder  seeks  to  nominate  one  or more persons as
directors,  the Secretary shall appoint two inspectors, who  shall  not  be
affiliated with  the  Corporation, to determine whether the shareholder has
complied with this section.   If  the  inspectors  shall determine that the
shareholder  has not complied with this section, the  defective  nomination
shall be disregarded  and  the  inspectors shall direct the Chairman of the
meeting to declare at the meeting  that  such  nomination  was  not made in
accordance  with the procedures prescribed by the Articles of Incorporation
and these By-laws.

     3.8  Directors  Elected  by  Preferred  Shareholders.  Notwithstanding
anything in these By-laws to the contrary, whenever  the holders of any one
or  more  classes or series of stock having a preference  over  the  Common
Stock as to  dividends  or  upon  liquidation  shall have the right, voting
separately as a class, to elect one or more directors  of  the Corporation,
the  provisions  of  the  Articles  of Incorporation (as they may  be  duly
amended  from  time to time) fixing the  rights  and  preferences  of  such
preferred stock  shall  govern  with  respect  to the nomination, election,
term,  removal, vacancies or other related matters  with  respect  to  such
directors.

     3.9  Compensation   of   Directors.  Directors   shall   receive  such
compensation for their services, in their capacity as directors,  as may be
fixed  by  resolution  of  the  Board of Directors, provided, however, that
nothing herein contained shall be  construed  to preclude any director from
serving  the Corporation in any other capacity and  receiving  compensation
therefor.

                            SECTION 4

                      MEETINGS OF THE BOARD

     4.1  Place of Meetings.  The meetings of the Board of Directors may be
held at such  place  within or without the State of Louisiana as a majority
of the directors may from time to time appoint.

     4.2  Initial Meetings.  The  first meeting of each newly-elected Board
shall be held immediately following  the shareholders' meeting at which the
Board, or any class thereof, is elected  and  at  the  same  place  as such
meeting,  and  no  notice  of such first meeting shall be necessary for the
newly-elected directors in order legally to constitute the meeting.

     4.3  Regular Meetings;  Notice.  Regular  meetings of the Board may be
held at such times as the Board may from time to time determine.  Notice of
regular  meetings  of  the Board of Directors shall  be  required,  but  no
special form of notice or time of notice shall be necessary.

     4.4  Special Meetings;  Notice.  Special  meetings of the Board may be
called by the Chairman of the Board or the President  on  reasonable notice
given  to  each director, either personally or by telephone,  mail,  telex,
telecopy or  any other comparable form of facsimile communication.  Special
meetings shall be called by the Secretary in like manner and on like notice
on the written  request  of a majority of the directors and if such officer
fails or refuses, or is unable  within  24  hours  to  call  a meeting when
requested,  then the directors making the request may call the  meeting  on
two days' written  notice  given to each director.  The notice of a special
meeting of directors need not  state  its  purpose  or purposes, but if the
notice states a purpose or purposes and does not state a further purpose to
consider such other business as may properly come before  the  meeting, the
business  to  be conducted at the special meeting shall be limited  to  the
purpose or purposes stated in the notice.

     4.5  Waiver  of  Notice.  Directors  present at any regular or special
meeting shall be deemed to have received, or  to  have  waived,  due notice
thereof,  provided  that  a  director  who  participates  in  a  meeting by
telephone (as permitted by Section 4.9 hereof) shall not be deemed  to have
received  or  waived  due  notice  if,  at the beginning of the meeting, he
objects  to the transaction of any business  because  the  meeting  is  not
lawfully called.

     4.6  Quorum.  A majority of the Board shall be necessary to constitute
a quorum for  the transaction of business, and except as otherwise provided
by law, the Articles  of  Incorporation  or  these  By-laws,  the acts of a
majority  of  the  directors  present  at a duly-called meeting at which  a
quorum is present shall be the acts of the  Board.   If  a  quorum  is  not
present at any meeting of the Board of Directors, the directors present may
adjourn   the   meeting  from  time  to  time  without  notice  other  than
announcement at the meeting, until a quorum is present.

     4.7  Withdrawal.  If  a  quorum was present when the meeting convened,
the directors present may continue to do business, taking action by vote of
a majority of a quorum as fixed  in  Section 4.6 hereof, until adjournment,
notwithstanding the withdrawal of enough  directors  to  leave  less than a
quorum  as  fixed  in  Section  4.6  hereof  or the refusal of any director
present to vote.

     4.8  Action by Consent.  Any action that  may be taken at a meeting of
the Board, or any committee thereof, may be taken  by  a consent in writing
signed by all of the directors or by all members of the  committee,  as the
case  may  be,  and  filed  with the records of proceedings of the Board or
committee.

     4.9  Meetings by Telephone  or  Similar Communication.  Members of the
Board may participate at and be present  at any meeting of the Board or any
committee   thereof   by   means   of  conference  telephone   or   similar
communications equipment if all persons  participating  in such meeting can
hear and communicate with each other.

                            SECTION 5

                     COMMITTEES OF THE BOARD

     5.1  General.  The  Board  may designate one or more committees,  each
committee to consist of two or more  of  the  directors  of the Corporation
(and one or more directors may be named as alternate members to replace any
absent or disqualified regular members), which, to the extent  provided  by
resolution  of  the Board or these By-laws, shall have and may exercise the
powers of the Board  in  the  management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to
be  affixed  to  documents, but no  such  committee  shall  have  power  or
authority to amend  the  Articles  of  Incorporation, adopt an agreement of
merger, consolidation or share exchange,  recommend to the shareholders the
sale, lease or exchange of all or substantially  all  of  the Corporation's
assets, recommend to the shareholders a dissolution of the Corporation or a
revocation  of dissolution, remove or indemnify directors, or  amend  these
By-laws; and unless the resolution expressly so provides, no such committee
shall have the  power  or  authority to declare a dividend or authorize the
issuance of stock.  Such committee  or  committees  shall have such name or
names as may be stated in these By-laws, or as may be determined, from time
to time, by the Board.  Any vacancy occurring in any  such  committee shall
be filled by the Board, but the President may designate another director to
serve on the committee pending action by the Board.  Each such  member of a
committee shall hold office during the term designated by the Board.

     5.2  Compensation Committee.  The Board shall establish and maintain a
Compensation  Committee consisting of two or more directors, each  of  whom
(i) shall be a  "disinterested  person"  under Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended,  and  shall not have been,
during the one-year period prior to serving as a member  of such committee,
granted  or  awarded equity securities of the Corporation pursuant  to  any
benefit plan of  the  Corporation  or  any of its affiliates and (ii) shall
meet any further qualifications designated  by the Board.  The Compensation
Committee shall perform such services as may be designated by the Board.

     5.3  Audit Committee.  The Board shall establish  an  Audit  Committee
consisting  of  at least two directors, a majority of whom are not officers
or employees of the  Corporation  or  any  of  its  affiliates.   The Audit
Committee  shall  (i) serve as a focal point for communication between  the
Corporation's directors,  management,  independent accountants and internal
auditing  personnel,  as  their  duties  relate  to  financial  accounting,
reporting and controls, (ii) assist the Board  of  Directors  in fulfilling
its  fiduciary  responsibilities  as  to  accounting policies and reporting
practices of the Corporation and all subsidiaries  and  the  sufficiency of
auditing practices with respect thereto, in part, by reviewing the scope of
audit  coverage,  including  consideration  of the Corporation's accounting
practices  and procedures and system of internal  accounting  controls  and
reporting to  the  Board with respect thereto, (iii) operate as the Board's
principal  agent  in  ensuring   the   independence  of  the  Corporation's
independent accountants, the integrity of  management  and  the adequacy of
disclosure to shareholders, and (iv) perform such other services  as may be
designated by the Board.

                            SECTION 6

                     REMOVAL OF BOARD MEMBERS

     The  shareholders, by vote of a majority of the total voting power  at
any special  meeting called for the purpose, may remove from office any one
or more of the directors, notwithstanding that his or their terms of office
may not have expired, and may at such meeting elect one or more successors,
as the case may be, for the unexpired term.

                            SECTION 7

                             NOTICES

     7.1  Form  of  Delivery.  Whenever  under  the  provisions of law, the
Articles of Incorporation or these By-laws notice is required  to  be given
to  any shareholder or director, it shall not be construed to mean personal
notice   unless   otherwise   specifically  provided  in  the  Articles  of
Incorporation or these By-laws,  but  such  notice  may  be  given by mail,
addressed to such shareholder or director at his address as it  appears  on
the  records  of  the Corporation, with postage thereon prepaid, or in such
other manner as may  be  specified in these By-laws.  Notices given by mail
shall be deemed to have been  given  at  the time they are deposited in the
United States mail, and all other notices  shall  be  deemed  to  have been
given upon receipt.

     7.2  Waiver.  Whenever any notice is required to be given by law,  the
Articles  of  Incorporation  or  these By-laws, a waiver thereof in writing
signed by the person or persons entitled  to such notice, whether before or
after  the  time stated therein, shall be deemed  equivalent  thereto.   In
addition, notice  shall  be deemed to have been given to, or waived by, any
shareholder or director who  attends a meeting of shareholders or directors
in person, or is represented at  such  meeting by proxy, without protesting
at the commencement of the meeting the transaction  of any business because
the meeting is not lawfully called or convened.

                            SECTION 8

                             OFFICERS

     8.1  Designations.  The officers of the corporation  shall  be elected
by  the  directors  and  shall  be  the  Chairman  of the Board, President,
Secretary  and  Treasurer.   The  Board of Directors may  appoint  a  Chief
Executive Officer, one or more Vice  Presidents  and such other officers as
it shall deem necessary, who shall hold their offices  for  such  terms and
shall  exercise  such powers and perform such duties as shall be determined
from time to time  by  the  Board.  More than one office may be held by one
person, provided that no person  holding  more than one office may sign, in
more than one capacity, any certificate or other instrument required by law
to be signed by two officers.

     8.2  Term  of  Office.  The officers of  the  Corporation  shall  hold
office at the pleasure  of  the  Board  of  Directors.  Except as otherwise
provided in the resolution of the Board of Directors  electing any officer,
each  officer shall hold office until the first meeting  of  the  Board  of
Directors  after  the annual meeting of shareholders next succeeding his or
her election, and until  his  or  her successor is elected and qualified or
until his or her earlier resignation or removal.  Any officer may resign at
any time upon written notice to the Board, Chairman of the Board, President
or Secretary of the Corporation.  Such resignation shall take effect at the
time specified therein and acceptance  of  such  resignation  shall  not be
necessary  to make it effective.  The Board may remove any officer with  or
without cause  at any time.  Any such removal shall be without prejudice to
the contractual  rights of such officers, if any, with the Corporation, but
the election of an  officer  shall  not in and of itself create contractual
rights.  Any vacancy occurring in any  office  of the Corporation by death,
resignation, removal or otherwise may be filled  for  the unexpired portion
of the term by the Board at any regular or special meeting.

     8.3  The  Chairman  of  the  Board.  The Chairman of the  Board  shall
preside at meetings of the Board of  Directors  and  the  shareholders  and
perform such other duties as may be designated by the Board of Directors or
these  By-laws.   He shall be an ex-officio member of all committees of the
Board of Directors,  except  that he shall be a full member entitled to all
the rights and privileges appertaining  thereto  with respect to committees
on which he is named a full member.

     8.4  The President.  The President shall, subject to the powers of the
Chairman  of  the  Board,  have general and active responsibility  for  the
management of the business of  the  Corporation,  shall,  unless  otherwise
provided  by  the Board, be the chief executive and chief operating officer
of the Corporation, shall supervise the daily operations of the business of
the Corporation  and shall ensure that all orders, policies and resolutions
of the Board are carried out.

     8.5  The Vice  Presidents.  The Vice Presidents (if any) shall perform
such duties as the President or the Board of Directors shall prescribe.

     8.6  The Secretary.  The  Secretary  shall  attend all meetings of the
Board  of  Directors and all meetings of the shareholders  and  record  all
votes and the  minutes  of  all  proceedings  in a book to be kept for that
purpose.  He shall give, or cause to be given,  notice  of  all meetings of
the shareholders and regular and special meetings of the Board,  and  shall
perform  such  other duties as may be prescribed by the Board or President.
He shall keep in  safe  custody  the  seal  of the Corporation, if any, and
affix such seal to any instrument requiring it.

     8.7  The  Treasurer.  The Treasurer shall  have  the  custody  of  the
corporate funds  and  shall  keep  or  cause  to  be kept full and accurate
accounts  of  receipts  and  disbursements  in  books  belonging   to   the
Corporation  and shall deposit all monies and other valuable effects in the
name and to the  credit  of  the Corporation in such depositories as may be
designated by the Board of Directors.  He shall keep a proper accounting of
all  receipts  and disbursements  and  shall  disburse  the  funds  of  the
Corporation only  for proper corporate purposes or as may be ordered by the
Board and shall render  to  the  President  and  the  Board  at the regular
meetings of the Board, or whenever they may require it, an account  of  all
his transactions as Treasurer and of the financial condition and results of
operations of the Corporation.

                            SECTION 9

                              STOCK

     9.1  Certificates.  Every  holder of stock in the Corporation shall be
entitled to have a certificate signed  by the President or a Vice President
and the Secretary or an Assistant Secretary evidencing the number and class
(and series, if any) of shares owned by him, containing such information as
required by law and bearing the seal of  the  Corporation.   If  any  stock
certificate  is manually signed by a transfer agent or registrar other than
the Corporation  itself or an employee of the Corporation, the signature of
any such officer may  be  a facsimile.  In case any officer, transfer agent
or registrar who has signed  or  whose  facsimile signature has been placed
upon a certificate shall have ceased to be  an  officer,  transfer agent or
registrar of the Corporation before such certificate is issued,  it  may be
issued  by the Corporation with the same effect as if such person or entity
were an officer, transfer agent or registrar of the Corporation on the date
of issue.

     9.2  Missing  Certificates.  The  President  or any Vice 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 Corporation's receipt of
an affidavit of that fact from 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  officers  of  the  Corporation
shall,  unless  dispensed  with by the President, require the owner of such
lost,  stolen  or  destroyed certificate  or  certificates,  or  his  legal
representative, to (i)  give  the  Corporation  a bond or (ii) enter into a
written  indemnity  agreement,  in  each case in an amount  appropriate  to
indemnify the Corporation against any  claim  that  may be made against the
Corporation  with  respect to the certificate alleged to  have  been  lost,
stolen or destroyed.

     9.3  Transfers.  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  a  new
certificate to the person entitled thereto,  cancel the old certificate and
record the transaction upon its books.

                            SECTION 10

                  DETERMINATION OF SHAREHOLDERS

     10.1  Record  Date.  For  the  purpose  of  determining   shareholders
entitled to notice of  and  to vote at a meeting, or to receive a dividend,
or to receive or exercise subscription  or  other rights, or to participate
in  a reclassification of stock, or in order to  make  a  determination  of
shareholders  for  any other proper purpose, the Board of Directors may fix
in  advance a record  date  for  determination  of  shareholders  for  such
purpose,  such  date  to  be  not  more  than 60 days and, if fixed for the
purpose of determining shareholders entitled  to notice of and to vote at a
meeting,  not  less than 10 days, prior to the date  on  which  the  action
requiring the determination of shareholders is to be taken.

     10.2  Registered Shareholders.  Except  as  otherwise provided by law,
the Corporation and its directors, officers and agents  may  recognize  and
treat  a  person  registered  on  its records as the owner of shares as the
owner  in fact thereof for all purposes,  and  as  the  person  exclusively
entitled  to have and to exercise all rights and privileges incident to the
ownership of  such  shares, and the Corporation's rights under this section
shall not be affected  by  any  actual  or  constructive  notice  that  the
Corporation,  or  any of its directors, officers or agents, may have to the
contrary.

                            SECTION 11

                         INDEMNIFICATION

     11.1  Definitions.   As used in this section the following terms shall
have the meanings set forth below:

          (a)  "Board" - the Board of Directors of the Corporation.

          (b)  "Claim"  -  any  threatened,  pending  or  completed  claim,
action, suit, or proceeding, whether  civil,  criminal,  administrative  or
investigative  and  whether  made  judicially  or  extra-judicially, or any
separate issue or matter therein, as the context requires.

          (c)  "Determining Body" - (i) those members  of the Board who are
not named as parties to the Claim for which indemnification is being sought
("Impartial  Directors"), if there are at least three Impartial  Directors,
(ii) a committee  of  at  least  three Impartial Directors appointed by the
Board (regardless whether the members  of  the Board of Directors voting on
such appointment are Impartial Directors) or  (iii) if there are fewer than
three  Impartial Directors or if the Board of Directors  or  the  committee
appointed  pursuant to clause (ii) of this paragraph so directs (regardless
whether the  members  thereof  are  Impartial Directors), independent legal
counsel, which may be the regular outside counsel of the Corporation.

          (d)  "Disbursing Officer" -  the President of the Corporation or,
if the President is a party to the Claim for which indemnification is being
sought, any officer not a party to such  Claim  who  is  designated  by the
President  to  be  the  Disbursing  Officer with respect to indemnification
requests related to the Claim, which  designation  shall  be  made promptly
after  receipt  of the initial request for indemnification with respect  to
such Claim.

          (e)  "Expenses"  -  any  expenses  or  costs  (including, without
limitation,  attorney's  fees,  judgments,  punitive or exemplary  damages,
fines and amounts paid in settlement).

          (f)  "Indemnitee" - each person who  is  or  was  a  director  or
officer of the Corporation.

     11.2  Indemnity.

          (a)  To the extent such Expenses exceed the amounts reimbursed or
paid  pursuant  to  policies  of  liability  insurance  maintained  by  the
Corporation,  the  Corporation  shall indemnify each Indemnitee against any
Expenses actually and reasonably  incurred by him (as they are incurred) in
connection with any Claim either against  him or as to which he is involved
solely as a witness or person required to give  evidence,  by reason of his
position  (i)  as  a  director  or  officer of the Corporation, (ii)  as  a
director or officer of any subsidiary  of the Corporation or as a fiduciary
with respect to any employee benefit plan of the Corporation, or (iii) as a
director,  officer,  partner, employee or  agent  of  another  Corporation,
partnership, joint venture,  trust  or  other  for-profit or not-for-profit
entity or enterprise, if such position is or was held at the request of the
Corporation, whether relating to service in such  position  before or after
the effective date of this Section, if he (i) is successful in  his defense
of  the  Claim  on  the  merits or otherwise or (ii) has been found by  the
Determining Body (acting in good faith) to have met the Standard of Conduct
(defined below); provided  that  (A)  the  amount  otherwise payable by the
Corporation may be reduced by the Determining Body to  such  amount  as  it
deems proper if it determines that the Claim involved the receipt of a per-
sonal  benefit  by  Indemnitee, and (B) no indemnification shall be made in
respect of any Claim  as  to which Indemnitee shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable for willful or  intentional  misconduct  in the performance of
his  duty  to  the  Corporation  or  to have obtained an improper  personal
benefit, unless, and only to the extent  that, a court shall determine upon
application that, despite the adjudication  of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses as the court deems proper.

          (b)  The  Standard  of Conduct is met  when  the  conduct  by  an
Indemnitee with respect to which  a  Claim is asserted was conduct that was
in good faith and that he reasonably believed  to be in, or not opposed to,
the best interest of the Corporation, and, in the case of a criminal action
or  proceeding, that he had no reasonable cause to  believe  was  unlawful.
The termination of any Claim by judgment, order, settlement, conviction, or
upon  a  plea  of  nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not meet the Standard of Conduct.

          (c)  Promptly  upon  becoming aware of the existence of any Claim
as to which he may be indemnified  hereunder,  Indemnitee  shall notify the
President  of the Corporation of the Claim and whether he intends  to  seek
indemnification  hereunder.   If such notice indicates that Indemnitee does
so intend, the President shall promptly advise the Board thereof and notify
the Board that the establishment  of  the  Determining Body with respect to
the Claim will be a matter presented at the  next regularly scheduled meet-
ing  of the Board.  After the Determining Body  has  been  established  the
President  shall  inform  the  Indemnitee  thereof and Indemnitee shall im-
mediately provide the Determining Body with all facts relevant to the Claim
known to him.  Within 60 days of the receipt  of such information, together
with such additional information as the Determining Body may request of In-
demnitee, the Determining Body shall determine, and shall advise Indemnitee
of its determination, whether Indemnitee has met the Standard of Conduct.

          (d)  During such 60-day period, Indemnitee  shall promptly inform
the  Determining  Body  upon his becoming aware of any relevant  facts  not
theretofore provided by him to the Determining Body, unless the Determining
Body has obtained such facts by other means.

          (e)  In  the  case   of  any  Claim  not  involving  a  proposed,
threatened or pending criminal proceeding,

               (i)  if Indemnitee  has,  in  the good faith judgment of the
Determining Body, met the Standard of Conduct,  the Corporation may, in its
sole discretion after notice to Indemnitee, assume  all  responsibility for
the  defense  of  the  Claim,  and, in any event, the Corporation  and  the
Indemnitee each shall keep the other informed as to the progress of the de-
fense, including prompt disclosure  of  any  proposals for settlement; pro-
vided  that  if  the  Corporation is a party to the  Claim  and  Indemnitee
reasonably determines that there is a conflict between the positions of the
Corporation and Indemnitee with respect to the Claim, then Indemnitee shall
be entitled to conduct  his  defense,  with counsel of his choice; and pro-
vided further that Indemnitee shall in any event be entitled at his expense
to employ counsel chosen by him to participate in the defense of the Claim;
and

               (ii)  the Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim.   If the Corporation (A) proposes a
settlement acceptable to the person asserting  the Claim, or (B) believes a
settlement proposed by the person asserting the  Claim  should be accepted,
it shall inform Indemnitee of the terms thereof and shall  fix a reasonable
date  by  which  Indemnitee  shall respond.  If Indemnitee agrees  to  such
terms, he shall execute such documents  as shall be necessary to effect the
settlement.  If he does not agree he may  proceed  with  the defense of the
Claim in any manner he chooses, but if he is not successful  on  the merits
or  otherwise,  the  Corporation's  obligation  to  indemnify  him  for any
Expenses incurred following his disagreement shall be limited to the lesser
of  (A)  the  total Expenses incurred by him following his decision not  to
agree to such proposed  settlement  or (B) the amount the Corporation would
have paid pursuant to the terms of the  proposed  settlement.  If, however,
the proposed settlement would impose upon Indemnitee any requirement to act
or refrain from acting that would materially interfere  with the conduct of
his  affairs,  Indemnitee may refuse such settlement and proceed  with  the
defense of the Claim,  if  he  so  desires,  at  the  Corporation's expense
without regard to the limitations imposed by the preceding sentence.  In no
event, however, shall the Corporation be obligated to indemnify  Indemnitee
for any amount paid in a settlement that the Corporation has not approved.

          (f)  In  the case of a Claim involving a proposed, threatened  or
pending criminal proceeding,  Indemnitee  shall  be entitled to conduct the
defense of the Claim, and to make all decisions with  respect thereto, with
counsel of his choice, provided, however, that the Corporation shall not be
obligated to indemnify Indemnitee for an amount paid in settlement that the
Corporation has not approved.

          (g)  After notifying the Corporation of the existence of a Claim,
Indemnitee  may  from  time  to  time request the Corporation  to  pay  the
Expenses  (other  than  judgments, fines,  penalties  or  amounts  paid  in
settlement) that he incurs  in pursuing a defense of the Claim prior to the
time that the Determining Body  determines  whether the Standard of Conduct
has been met.  If the Disbursing Officer believes  the  amount requested to
be reasonable, he shall pay to Indemnitee the amount requested  (regardless
of Indemnitee's apparent ability to repay such amount) upon receipt  of  an
undertaking  by or on behalf of Indemnitee to repay such amount if it shall
ultimately be  determined  that he is not entitled to be indemnified by the
Corporation under the circumstances.   If  the  Disbursing Officer does not
believe such amount to be reasonable, the Corporation  shall pay the amount
deemed by him to be reasonable and Indemnitee may apply directly to the De-
termining Body for the remainder of the amount requested.

          (h)  After the Determining Body has determined  that the Standard
of  Conduct was met, for so long as and to the extent that the  Corporation
is required to indemnify Indemnitee under this Agreement, the provisions of
Paragraph  (g)  shall  continue  to apply with respect to Expenses incurred
after  such  time  except that (i) no  undertaking  shall  be  required  of
Indemnitee and (ii)  the  Disbursing  Officer  shall pay to Indemnitee such
amount of any fines, penalties or judgments against  him  which have become
final as the Corporation is obligated to indemnify him.

          (i)  Any  determination  by  the  Corporation  with  respect   to
settlements of a Claim shall be made by the Determining Body.

          (j)  The  Corporation  and Indemnitee shall keep confidential, to
the extent permitted by law and their  fiduciary obligations, all facts and
determinations provided or made pursuant to or arising out of the operation
of this Section, and the Corporation and  Indemnitee  shall instruct its or
his agents and employees to do likewise.

     11.3  Enforcement.

          (a)  The rights provided by this Section shall  be enforceable by
Indemnitee in any court of competent jurisdiction.

          (b)  If Indemnitee seeks a judicial adjudication  of  his  rights
under  this  Section,  Indemnitee  shall  be  entitled  to recover from the
Corporation, and shall be indemnified by the Corporation  against,  any and
all  Expenses  actually  and  reasonably incurred by him in connection with
such proceeding but only if he prevails therein.  If it shall be determined
that Indemnitee is entitled to  receive  part  but  not  all  of the relief
sought,  then  the  Indemnitee shall be entitled to be reimbursed  for  all
Expenses incurred by  him  in connection with such judicial adjudication if
the amount to which he is determined  to  be  entitled  exceeds  50% of the
amount  of  his claim.   Otherwise, the Expenses incurred by Indemnitee  in
connection with such judicial adjudication shall be appropriately prorated.

          (c)  In any judicial proceeding described in this subsection, the
Corporation shall  bear  the  burden  of  proving  that  Indemnitee  is not
entitled to any Expenses sought with respect to any Claim.

     11.4  Saving Clause. If any provision of this Section is determined by
a  court having jurisdiction over the matter to require the Corporation  to
do or  refrain  from  doing any act that is in violation of applicable law,
the court shall be empowered to modify or reform such provision so that, as
modified or reformed, such  provision  provides the maximum indemnification
permitted by law, and such provision, as  so  modified or reformed, and the
balance of this Section, shall be applied in accordance  with  their terms.
Without  limiting the generality of the foregoing, if any portion  of  this
Section  shall   be  invalidated  on  any  ground,  the  Corporation  shall
nevertheless indemnify  an  Indemnitee  to the full extent permitted by any
applicable portion of this Section that shall not have been invalidated and
to the full extent permitted by law with  respect  to that portion that has
been invalidated.

     11.5  Non-Exclusivity.

          (a)  The indemnification and advancement of  Expenses provided by
or granted pursuant to this Section shall not be deemed  exclusive  of  any
other  rights  to  which  Indemnitee  is  or  may become entitled under any
statute, article of incorporation, by-law, authorization of shareholders or
directors, agreement, or otherwise.

          (b)  It  is  the intent of the Corporation  by  this  Section  to
indemnify and hold harmless  Indemnitee  to the fullest extent permitted by
law,  so that if applicable law would permit  the  Corporation  to  provide
broader   indemnification   rights   than   are  currently  permitted,  the
Corporation shall indemnify and hold harmless  Indemnitee  to  the  fullest
extent permitted by applicable law notwithstanding that the other terms  of
this Section would provide for lesser indemnification.

     11.6  Successors and  Assigns.  This Section shall be binding upon the
Corporation, its successors  and assigns, and shall inure to the benefit of
the Indemnitee's heirs, personal  representatives,  and  assigns and to the
benefit of the Corporation, its successors and assigns.

     11.7  Indemnification of Other Persons.  The Corporation may indemnify
any person not covered by Sections 11.1 through 11.6 to the extent provided
in a resolution of the Board or a separate section of these By-laws.

                            SECTION 12

                            AMENDMENTS

     12.1  Adoption  of   By-laws;  Amendments  Thereof.  By-laws  of   the
Corporation may be adopted  only  by  a  majority  vote  of  the  Board  of
Directors.   By-laws  may  be  amended or repealed only by (i) a two-thirds
vote of the Board of Directors, or (ii) the affirmative vote of the holders
of at least two-thirds of the total  voting  power,  voting  together  as a
single  class,  that  is  present  or represented at any regular or special
meeting of shareholders, the notice  of  which  expressly  states  that the
proposed amendment or repeal is to be considered at the meeting.

     12.2  New  By-laws;  Amendments.  Any  purported  amendment  to  these
By-laws which would  add hereto a matter not expressly covered herein prior
to such purported amendment shall be deemed to constitute the adoption of a
By-law provision and not an amendment to the By-laws.

                            SECTION 13

                          MISCELLANEOUS

     13.1  Dividends.  Except as  otherwise provided by law or the Articles
of  Incorporation, dividends upon the  stock  of  the  Corporation  may  be
declared  by  the  Board  of  Directors  at any regular or special meeting.
Dividends may be paid in cash, property, or shares of stock, subject to the
limitations specified in the Articles of Incorporation.

     13.2  Voting of Shares Owned by Corporation. Unless otherwise directed
by  the  Board,  any  shares  of capital stock  issued  by  a  wholly-owned
subsidiary  of  the Corporation may  be  voted  by  the  President  of  the
Corporation  at  any   shareholders'  meeting  of  the  subsidiary  (or  in
connection with any written consent in lieu thereof).

     13.3  Checks.  All checks  or demands  for  money  and  notes  of  the
Corporation  shall  be  signed  by  such  officer or officers or such other
person  or  persons  as  the  Board of Directors  may  from  time  to  time
designate.  Signatures of the authorized signatories may be by facsimile.

     13.4  Fiscal Year.  The Board of Directors may adopt for and on behalf
of the Corporation a fiscal or a calendar year.

     13.5  Seal.  The Board of Directors  may adopt a corporate seal, which
shall have inscribed thereon the name of the Corporation.   The seal may be
used  by  causing it or a facsimile thereof to be impressed or  affixed  or
reproduced  or  otherwise.   Failure  to affix the seal shall not, however,
affect the validity of any instrument.

     13.6  Gender.  All pronouns  and  variations  thereof  used  in  these
By-laws  shall  be deemed to refer to the  masculine,  feminine  or  neuter
gender, singular  or plural, as the identity of the person, persons, entity
or entities referred to may require.