Exhibit 3.2


                                       BY-LAWS



                                          OF



                                  CLAIMSNET.COM INC.



<PAGE>

                                 CLAIMSNET.COM INC.

                               A DELAWARE CORPORATION



                                      BY-LAWS
                       _____________________________________



                                     ARTICLE I

                                    STOCKHOLDERS


     SECTION 1.1    ANNUAL MEETING.

     An annual meeting of stockholders for the purpose of electing directors and
of transacting such other business as may come before it in accordance with
Section 1.8  of these By-Laws shall be held each year at such date, time, and
place, either within or without the State of Delaware, as may be specified by
the Board of Directors.


     SECTION 1.2    SPECIAL MEETINGS.

     A special meeting of stockholders for any purpose other than the
election of directors may be called at any time upon call of the Chairman of
the Board of Directors, if any, the President, any Vice President, or a
majority of the Board of Directors, or by the holders of record of at least
ten percent of the outstanding voting securities of the Corporation at such
time and place, either within or without the State of Delaware, as may be
stated in the notice. At any special meeting of stockholders, no business
transacted and no corporate action shall be taken other than as stated in the
notice of the meeting.



     SECTION 1.3    NOTICE OF MEETINGS.

     Written notice of stockholders meetings, stating the place, date, and hour
thereof, and the purpose or purposes for which the meeting is called shall be
given by the Chairman of the Board of Directors, if any, the President, any Vice
President, the Secretary, or any Assistant Secretary to each stockholder
entitled to vote thereat at least ten days, but not more than sixty days, before
the date of the meeting, unless a different period is prescribed by law.


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     SECTION 1.4 QUORUM.

     Except as otherwise provided by law or in the Certificate of Incorporation
or these By-Laws, at any meeting of stockholders, the holders of a majority of
the outstanding shares of each class of stock entitled to vote at the meeting
shall be present or represented by proxy in order to constitute a quorum for the
transaction of any business.  In the absence of a quorum, a majority in interest
of the stockholders present or the chairman of the meeting, as determined in
accordance with Section 1.6 of these By-Laws, may adjourn the meeting from time
to time in the manner provided in Section 1.5 of these By-Laws until a quorum
shall attend.

     SECTION 1.5    ADJOURNMENT.

     Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken.  At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.  If the adjournment 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.

     SECTION 1.6    ORGANIZATION.

     (a)  The Chairman of the Board of Directors, or in his or her absence the
President, or in their absence any Vice President, shall call to order meetings
of stockholders and shall act as chairman of such meetings.  The Board of
Directors or, if the Board of Directors fails to act, the stockholders, may
appoint any stockholder, director, or officer of the Corporation to act as
chairman of any meeting in the absence of the Chairman of the Board, the
President, and all Vice Presidents.

     (b)  The Secretary of the Corporation shall act as secretary of all
meetings of stockholders, but, in the absence of the Secretary, the chairman of
the meeting may appoint any other person to act as secretary of the meeting.

     SECTION 1.7    VOTING.

     Except as otherwise provided by law or in the Certificate of Incorporation
or these By-Laws and except for the election of directors, at any meeting duly
called and held at which a quorum is present, a majority of the votes cast at
such meeting upon a given question by the holders of outstanding shares of stock
of all classes of stock of the Corporation entitled to vote thereon who are
present in person or by proxy shall decide such question.  At any meeting duly
called and held for the election of directors at which a quorum is present,
directors shall be elected by a plurality of the votes cast by the holders
(acting as such) of shares of stock of the Corporation entitled to elect such
directors.


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     SECTION 1.8    INTRODUCTION OF BUSINESS AT MEETINGS OF STOCKHOLDERS.

     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 1.8, who shall be entitled to vote at such annual
meeting and who complies with the notice procedures set forth in this Section
1.8.  For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a stockholder's notice must be
delivered or mailed to, and received at, the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the annual
meeting, regardless of any postponement, deferrals, or adjournments of that
meeting to a later date; provided, however, that in the event that less than 70
days' notice or prior public disclosure of the date of the annual meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received no later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made.  A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting the
following: (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting; (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business.  Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at the
stockholder meeting, except in accordance with the procedures set forth in this
Section 1.8.  The chairman of the meeting, as determined in accordance with
Section 1.6 of the By-Laws, shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and, in
accordance with the provisions of these By-Laws, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.  Notwithstanding the foregoing
provisions of this Section 1.8, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.8.


                                     ARTICLE II

                                 BOARD OF DIRECTORS

     SECTION 2.1    NUMBER AND TERM OF OFFICE.

     The business, property, and affairs of the Corporation shall be managed by
or under the direction of a Board of not less than one, nor more than nine,
directors.  The Board shall be divided into two classes, which are hereby
designated Class I and Class II.  The term of office of the initial Class II
directors shall expire at the next annual meeting of stockholders; and  that of
the initial Class I directors at the second, succeeding annual meeting of
stockholders. At each annual meeting


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after the initial classification of directors, directors to replace those whose
terms expire at such annual meeting shall be elected to hold office until the
third succeeding annual meeting.  Each director shall be elected by the holders
of shares entitled to vote thereon at the annual meeting of stockholders, to
serve (subject to the provisions of Article IV) until his respective successor
is elected and qualified.

     SECTION 2.2    CHAIRMAN OF THE BOARD OF DIRECTORS.

     The directors may elect one of their members to be Chairman of the Board of
Directors.  The Chairman shall be subject to the control of, and may be removed
by, the Board of Directors.  He or she shall perform such duties as may from
time to time be assigned to him or her by the Board of Directors.

     SECTION 2.3    MEETINGS.

     (a)  Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the Board.

     (b)  Special meetings of the Board of Directors shall be held at such time
and place as shall be designated in the notice of the meeting whenever called by
the Chairman of the Board of Directors, if any, the President, or a majority of
the directors then in office.

     SECTION 2.4    NOTICE OF SPECIAL MEETINGS.

     The Secretary, or, in his or her absence, any other officer of the
Corporation, shall give each director notice of the time and place of holding of
special meetings of the Board of Directors by mail at least ten days before the
meeting, or by telecopy, telegram, cable, radiogram, or personal service at
least one day before the meeting.  Unless otherwise stated in the notice
thereof, any and all business may be transacted at any meeting without
specification of such business in the notice.

     SECTION 2.5    QUORUM AND ORGANIZATION OF MEETINGS.

     A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver.  Except
as otherwise provided by law or in the Certificate of Incorporation or these
By-Laws, a majority of the directors present at any meeting at which a quorum is
present may decide any question brought before such meeting.  Meetings shall be
presided over by the Chairman of the Board of Directors, if any, or, in his or
her absence, by the President, or, in the absence of both the Chairman of the
Board of Directors and the President, by such other person or as the directors
may select.  The Secretary of the Corporation shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.


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     SECTION 2.6    COMMITTEES.

     The Board of Directors may, by resolution passed by a majority of the
entire Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation.  The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  In the event of the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.  Any such committee,
to the extent provided in the resolution of the Board of Directors, shall have,
and may exercise, all the powers and authority of the Board of Directors in the
management of the business, property, and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have power or authority in reference to
amending the Certificate of Incorporation of the Corporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
pursuant to authority expressly granted to the Board of Directors by the
Corporation's Certificate of Incorporation, fix any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any distribution
of assets of the Corporation, or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of the same
or any other class or classes of stock of the Corporation), adopting an
agreement of merger or consolidation under Section 251 or 252 of the General
Corporation Law of the State of Delaware, recommending to the stockholders the
sale, lease, or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of dissolution, or amending these By-Laws; and,
unless the resolution expressly so provided, no such committee shall have the
power or 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 of the State of Delaware.  Each committee which may be
established by the Board of Directors pursuant to these By-Laws may fix its own
rules and procedures.  Notice of meetings of committees, other than of regular
meetings provided for by the rules of such committee, shall be given to all
committee members.  All action taken by committees shall be recorded in minutes
of the meetings.

     SECTION 2.7    ACTION WITHOUT MEETING.

     Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors or any committee designated by the Board of
Directors to take any action required or permitted to be taken by them without a
meeting.

     SECTION 2.8    TELEPHONE MEETINGS.

     Nothing contained in these By-Laws shall be deemed to restrict the power of
members of the Board of Directors or any committee designated by the Board of
Directors, to participate in a meeting of the Board of Directors, or any
committee thereof, by means of conference telephone or


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similar communications equipment by means of which all persons participating in
the meeting can hear each other.

     SECTION 2.9    NOMINATION OF DIRECTORS.

     Only persons who are nominated in accordance with the procedure set forth
in these By-Laws shall be eligible to service as directors.  Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this Section 2.9, who shall be
entitled to vote for the election of directors at the meeting and who complies
with the notice provision of this Section 2.9.  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 stockholder's notice shall be delivered  or mailed to, and received
at, the principal executive offices of the Corporation not less than 60 days,
nor more than 90 days, prior to the meeting, regardless of postponements,
deferrals, or adjournments of that meeting to a later date; provided, however,
that in the event that less than 70 days' notice or public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
10th day following the day on which such notice of the date of the meeting or
such public disclosure was made.  Such stockholder's notice shall contain the
written consent of each proposed nominee to serve as a director if so elected
and shall set forth the following: (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director and as to each
person, acting alone or in conjunction with one or more other persons as a
partnership, limited partnership, syndicate or other group, who participates or
is expected to participate in making such nomination or in organizing, directing
or financing such nomination or solicitation of proxies to vote for the nominee
(A) the name, age, residence address, and business address of each proposed
nominee and of each such person; (B) the principal occupation or employment, and
the name, type of business, and address of the corporation or other organization
in which such employment is carried on, of each proposed nominee and of each
such person; (C) the amount of stock of the Corporation owned beneficially,
either directly or indirectly, by each proposed nominee and each such person;
and (D) a description of any arrangement or understanding of each proposed
nominee and of each such person with each other or any other person regarding
future employment or any future transaction to which the Corporation will or may
be a party; and (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder; and (B)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder.  At the request of the Board of Directors, any person
nominated by 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
stockholder's notice or nomination which pertains to the nominee.  Subject to
the rights of holders of preferred stock, if any, no person shall be eligible to
serve as a director of the Corporation unless nominated in accordance with the
procedures set forth in these By-Laws. The chairman of the meeting, determined
in accordance with Section 1.6 of these By-Laws, shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.  Notwithstanding the foregoing provisions of this


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Section 2.9, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section.


                                    ARTICLE III

                                      OFFICERS

     SECTION 3.1    EXECUTIVE OFFICERS.

     The executive officers of the Corporation shall be a President, one or more
Vice Presidents, a Treasurer, and a Secretary, each of whom shall be elected by
the Board of Directors.  The Board of Directors may elect or appoint such other
officers (including a Controller and one or more Assistant Treasurers and
Assistant Secretaries) as it may deem necessary or desirable.  Each officer
shall hold office for such term as may be prescribed by the Board of Directors
from time to time.  Any person may hold at one time two or more offices.

     SECTION 3.2    POWERS AND DUTIES.

     The Chairman of the Board, if any, or, in his or her absence, the
President, shall preside at all meetings of the stockholders and of the Board of
Directors.  Either the President or the Chairman of the Board of Directors, as
determined by the Board of Directors, shall be the chief executive officer of
the Corporation.  In the absence of the President, a Vice President appointed by
the President or, if the President fails to make such appointment, by the Board
of Directors, shall perform all the duties of the President.  The officers and
agents of the Corporation shall each have such powers and authority and shall
perform such duties in the management of the business, property, and affairs of
the Corporation as generally pertain to their respective offices, as well as
such powers and authorities and such duties as from time to time may be
prescribed by the Board of Directors.

                                     ARTICLE IV

                       RESIGNATIONS, REMOVALS, AND VACANCIES


     SECTION 4.1    RESIGNATIONS.

     Any director or officer of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation.  Any such resignation shall take
effect at the time specified therein or, if the time be not specified therein,
then upon receipt thereof.  The acceptance of such resignation shall not be
necessary to make it effective.

     SECTION 4.2    REMOVALS.


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     The Board of Directors, by a vote of not less than a majority of the entire
Board, at any meeting thereof, or by written consent, at any time, may, to the
extent permitted by law, remove with cause from office or terminate the
employment of any officer or member of any committee and may, with or without
cause, disband any committee. [CHECK]

     Any director or the entire Board of Directors may be removed, with cause,
by the holders of a majority of the shares entitled at the time to vote at an
election of directors. [CHECK]

     SECTION 4.3    VACANCIES.

     Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from increase in the number of directors, may be filled
at any time by a majority of the directors then in office (even though less than
a quorum remains),  and, subject to the provisions of this Article IV, the
person so chosen shall hold office until his or her successor shall have been
elected and qualified; or, if the person so chosen is a director elected to fill
a vacancy, he shall (subject to the provisions of this Article IV) hold office
for the unexpired term of his or her predecessor.


                                     ARTICLE V

                                   CAPITAL STOCK

     SECTION 5.1    STOCK CERTIFICATES.

     The certificates representing shares of the capital stock of the
Corporation shall be in such form as shall be prescribed by law and approved,
from time to time, by the Board of Directors.

     SECTION 5.2    TRANSFER OF SHARES.

     Shares of the capital stock of the Corporation may be transferred on the
books of the Corporation only by the holder of such shares or by his or her duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.

     SECTION 5.3    FIXING RECORD DATE.

     (a)  In order that the Corporation may determine the stockholders entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect of any
change, conversion, or exchange of stock or for the purpose of any other lawful
action other than stockholder action by written consent, the Board of Directors
may fix a record date which shall not precede the date such record date is fixed
and shall not be more than 60 days, nor less than 10 days, prior to the date of
such meeting.  If no record date is fixed, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of


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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. [The record date
for any other purpose other than stockholder action by written consent shall be
at the close of business on the day next preceding the day on which the meeting
is held. [The record date for any other purpose other than stockholder action by
written consent shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.]]  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjourned meeting. [CHECK]

     (b)  In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date.  The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date.  If
no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received and no prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, the principal place
of business, or an officer of agent of the Corporation having custody of the
book in which proceedings of stockholders meetings are recorded, to the
attention of the Secretary of the Corporation.  Delivery shall be by hand or by
certified or registered mail, return receipt requested.  If no record date has
been fixed by the Board of Directors and prior action by the Board of Directors
is required by applicable law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the closed of business on the date on which the Board of Directors adopts the
resolution taking such prior action.

     (c)  The fact and date of the execution by any stockholder of record of the
Corporation of any written consent shall be provided by the certificate under
the official seal of a notary public or of any other officer who, by the laws of
public or of any other officer who, by the laws of the jurisdiction in which
such written consent is executed, has power to take acknowledgments or proofs of
deeds to be recorded within such jurisdiction, that the person who signed such
written consent did acknowledge before such notary public or other officer the
execution thereof and, in the event a record date has theretofore been
established to determine the stockholders entitled to give such consents, the
fact that he was on the record date the record holder of the applicable shares.
No such written consent shall be valid without being so proved.

     (d)  In the event of the delivery to the Corporation of a written consent
or consents purporting to authorize or take corporate action and/or related
revocations (each such written consent and any revocation thereof is referred to
in this Section 5.3(d) as a "Consent"), the Secretary of the Corporation shall
provide for the safekeeping of such Consents and shall, as soon


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as practicable thereafter, conduct such reasonable investigation as he deems
necessary or appropriate for the purpose ascertaining the validity of such
Consents and all matters incident thereto, including, without limitation,
whether the holders of shares having the requisite voting power to authorize or
take the action specified in the Consents have given consent; provided, however,
that if the removal or election of one or more members of the Board of
Directors, the Secretary of the Corporation shall designate an independent,
qualified inspector with respect to such Consents and such inspector shall
discharge the functions of the Secretary of the Corporation under this Section
5.3(d).  If, after such investigation, the Secretary or the inspector, as the
case may be, shall determine that any action purportedly taken by such Consents
has been validly taken, that fact shall be certified on the records of the
Corporation kept for the purpose of recording the proceedings of meetings of the
stockholders, and the Consents shall be filed with such records.  In conducting
the investigation required by this Section 5.3(d) , the Secretary or the
inspector may, at the expense of the Corporation, retain to assist them special
legal counsel and any other necessary or appropriate professional advisers, and
such other personnel as they may deem necessary or appropriate.

     SECTION 5.4    LOST CERTIFICATES.

     The Board of Directors or any transfer agent of the Corporation may direct
a new certificate or certificates representing stock of the Corporation to be
issued in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen, or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his or
her legal representative, to give the Corporation a bond in such sum as the
Board of Directors (or any transfer agent so authorized) shall direct 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 or the issuance of such new certificates, and such requirement may
be general or confined to specific instances.

     SECTION 5.5    REGULATIONS.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

                                     ARTICLE VI

                                   MISCELLANEOUS

     SECTION 6.1    CORPORATE SEAL.


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     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware."

     SECTION 6.2    FISCAL YEAR.

     The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.

     SECTION 6.3    NOTICES AND WAIVERS THEREOF.

     (a)  Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telecopy,
telegram, cable, or radiogram, addressed to such address as appears on the books
of the Corporation.  Any notice given by telecopy, telegram, cable, or radiogram
shall be deemed to have been given when it shall have been delivered for
transmission and any notice given by mail shall be deemed to have been given
when it shall have been deposited in the United States mail with postage thereon
prepaid.

     (b)  Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.

     SECTION 6.4    STOCK OF OTHER CORPORATIONS OR OTHER INTERESTS.

     Unless otherwise ordered by the Board of Directors, the Chairman of the
Board of Directors, the President, the Secretary, and such attorneys or agents
of the Corporation as may be, from time to time, authorized by the Board of
Directors, the Chairman of the Board of Directors, or the President, shall have
full power and authority on behalf of this Corporation to attend and to act and
vote in person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares or
other securities, and at such meetings shall possess and may exercise all the
rights and powers incident to the ownership of such shares or other securities
which this Corporation, as the owner or holder thereof, might have possessed and
exercised if present.  The Chairman of the Board, the President, the Secretary,
or such attorneys or agents, may also execute and deliver on behalf of this
Corporation powers of attorney, proxies, consents, waivers, and other
instruments relating to the shares or securities owned or held by this
Corporation.

                                    ARTICLE VII

                                     AMENDMENTS


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     The holders of shares entitled at the time to vote for the election of
directors shall have the power to adopt, amend, or repeal the By-Laws of the
Corporation by vote of not less than a majority of such shares, and, except as
otherwise provided by law, the Board of Directors shall have power equal in all
respects to that of the stockholders to adopt, amend, or repeal the By-Laws by
vote of not less than a majority of the entire Board.  However, any By-Law
adopted by the Board of Directors may be amended or repealed by vote of the
holders of a majority of the shares entitled at the time to vote for the
election of directors.


                                        - 13 -