BY-LAWS OF

TRAVELER'S INFOCENTER, INC.

(A Delaware Corporation)

ARTICLE 1

Meetings of Stockholders

1.     Annual Meeting.

The annual meeting of the stockholders of Traveler's Infocenter, Inc.  (hereinafter called the
"Corporation") for the election of directors and for  the transaction of such other business as may
come before the meeting  shall be held in the fifth month forthwith, the close of the Corporation's
fiscal year, at such date and time as shall be designated by the Board or  Chairman of the Board
or the President,, or at such other date and time as  the Board shall designate.

2.     Special Meeting

Special meetings of the stockholders, unless otherwise prescribed by statute,  may be called at
any time by the Board or the Chairman of the Board or the  President.  The Board of Directors
shall call a special meeting of the  stockholders -when requested in writing. by stockholders
holding not less  than 20% of the outstanding stock of the corporation; such written request  shall
state the object of the meeting proposed to be held.

3.     Notice of Meetings

Notice of the place, date and time of the holding of each annual and special  meeting of the
stockholders and, in the case of a special meeting, the  purpose or purposes thereof shall be given
personally or by mail in a postage  prepaid envelope to each stockholder entitled to vote at such
meeting, not  less than ten (10) nor more than sixty (60) days before the date of such  meeting,
and, if mailed, it shall be directed to such stockholder at his  address as it appears on the records
of the Corporation, unless he shall  have  with the Secretary of the Corporation a written request
that notices to  him be mailed to some other address, in which case it shall be directed to him  at
some other address.  If mailed, such notice shall be deemed to be  delivered  when deposited in
United States mail so addressed with postage thereon  prepaid.

Notice of any meeting of stockholders shall not be required to be given to  any stockholder who
shall attend such meeting in person or by proxy and shall  not,  at the beginning of such meeting,
object to the transaction of any  business because the meeting is not called or convened, or who
shall, either  before or after the meeting, submit a signed waiver of notice, in person or  by proxy.
Unless the Board shall fix after the adjournment a new record date  for an adjourned meeting,
notice of such adjourned meeting need not be given  if the time and place to which the meeting
shall be adjourned  were 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,  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..

4.     Place of Meetings.

Meetings of the stockholders may be held at such place, within or without the  State of Delaware,
as the Board or other officer calling the same shall  specify in the notice of such meeting, or in a
duly executed waiver of notice  thereof.

5.    Quorum

At all meetings of the stockholders the holders of a majority of the votes of  the shares of stock of
the Corporation issued and outstanding and entitled to  vote shall be present in person or by
proxy to constitute a quorum for the  transaction of any business, except when stockholders are
required to vote by  class, in which event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, or except as  otherwise provided by
statute or in the Certificate of Incorporation- In the  absence of a quorum, the holders of a
majority of the votes of the shares of  stock present in person or by proxy and entitled to vote, or
if no  stockholder entitled to vote is present then any officer of the Corporation  may adjourn the
meeting from time to time.  At any such adjourned meeting at  which a quorum may be present
any business may be transacted which might have  been transacted at the meeting as originally
called.

6.     Organization.

At each meeting of the stockholders the Chairman of the Board, or in his  absence or inability to
act, the President or in the absence or inability to  act of the Chairman of the Board and the
President, a Vice President, or in  the absence of all the foregoing, any person chosen by a
majority of those  stockholders present shall act as chairman of the meeting.  The Secretary,  or,
in his absence or inability to act, the Assistant Secretary or any person  appointed by the
chairman of the meeting, shall act as secretary of the  meeting and keep the minutes thereof.

7.     Order of Business

The order of business at all meetings of the stockholders shall be as  determined by the chairman
of the meeting.

8.

Except as otherwise provided by statute, the Certificate of Incorporation, or  any certificate duly
filed in the office of the Department of State of  Delaware, each holder of record of shares of
stock of the Corporation having  voting power shall be entitled at each meeting of the
stockholders to one vow  for every share of such stock standing in his name on the record of
stockholders of the Corporation on the date fixed by the Board as the record  date for the
determination of the stock-holders who shall be entitled to  notice of and to vote at such meeting;
or if such record date shall not have  been so fixed, then at the close of business on the day
preceding the day  on which the meeting is held; or each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons to act for  him by a proxy
signed by such stockholder or his attorney-in-fact.  Any such  proxy shall be delivered to the
secretary of such meeting at or prior to the  time designated in the order of business for so
delivering such pro)des.  No  proxy shall be valid after the expiration of three years from the date
thereof, unless otherwise provided in the proxy.  Every proxy shall be  revocable at the  pleasure
of the Stockholder executing it except in those  cases where an irrevocable proxy is permitted by
law.  Except as otherwise  provided by statute, these By-Laws, or the Certificate of Incorporation
any  corporate action to be taken by vote of the stockholders shall be authorized  by a majority of
the total votes, or when stockholders are required to vote  by class by a majority of the votes of
the appropriate class, cast at a  meeting of stockholders by the holders of shares present in person
or  represented by proxy and entitled to vote on such Unless required by statute,  or determined
by the chairman of the meeting to be advisable, the vote on any  question need not be by written
ballot On a vote by written ballot each  ballot shall be signed by the stockholder voting, or by his
proxy, if there  be such proxy, and shall state the number of shares voted.

9.     List of Stockholders

The officer who has charge of the stock ledger of the Corporation, or the  transfer agent of the
Corporation's stock, There be one then acting,  shall prepare and make, at least ten days be 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, 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 held, at the place where the meeting is to be held, or at the office of  the transfer agent.
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 Board may, in advance of any meeting of stockholders, appoint one or more  inspectors to
act at such meeting or any adjournment thereof.  If the  inspector shall not be appointed or if any
of them shall fail to appear or  act, the chairman of the meeting may, and on the request of any
stockholder  entitled to Vote thereat shall appoint inspectors.  Each inspector, before  entering
upon the discharge of his duties, shall take and sign an oath  faithfully to execute the duties of
inspector at such meeting with strict  impartiality and according to the best of his ability.  The
inspectors shall  determine the number of shares outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum, the  validity and effect of
proxies, and shall receive votes, ballots or consents,  how and determine all challenges and
questions arising in connection with the  right to vote, count and tabulate all votes, ballots or
consents, determine  the result, and do such acts as am proper to conduct the election or vote
with fairness to all stockholders.  On request of the chairman of the meeting  or any stockholder
entitled to vote thereat, the inspectors shall make a  report in writing of any challenge, request or
matter determined by them and  shall execute a certificate of any fact found by them No director
or  candidate for the office of director shall act as inspector of an election of  directors.
Inspectors need not be stockholders.

Consent of Stockholder

Unless otherwise provided in the Certificate of Incorporation, any action  required by Subchapter
VII of the General CORPORATIONS Law, to be taken at  any annual or special meeting of such
stockholders, may be taken without a  meeting, without prior notice and without a vote if a
consent or  Consent in writing, setting forth the action so taken, shall be signed by the  holders of
outstanding stock having not less than the minimum number of votes  tat 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 should be delivered to the corporation by delivery to its registered  office
in this State, 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 Delivery
made to a corporation's'  registered office shall be by hand or by certified or registered mail,
return  receipt requested.

ARTICLEII

Board of Directors

General Powers.

'The business and affairs of the Corporation shall be managed by the Board-  The Board may
exercise all such authority and powers of the Corporation and  do all such lawful art and things as
are not by statute or the Certificate of  Incorporation or by these By-Laws directed or required to
be exercised or  done by the stockholders.

4

2.      Number of directors

The number of directors of the Corporation shall- be fixed from time to time  by the vote of a
majority of the entire Board then in office and the number  thereof may thereafter by like vote be
increased or decreased to such greater  or lesser number (not less than three) as may be so
provided, subject to the  provisions of Section 11 of this Article II.  All of the directors shall be
of full age and need not be stockholders.  Except as otherwise provided by  statute or these
By-Laws, the directors shall be elected at the annual  meeting of the stockholders for the election
of directors at which a quorum  is present, and the persons receiving a plurality of the votes cast
at such  meeting shall be elected.  Each director shall hold office -until the next  annual meeting
of the stockholders and until his successor shall have been  elected and qualified, or un-61 his
death, or until he shall have resigned,  or have been removed, as hereinafter provided in these
By-Laws, or as  otherwise provided by statute or the Certificate of Incorporation-

3.     Place of Meetings

Meetings of the Board may be held at such place, within or without the State  of Delaware, as
the Board may from time to time determine or as shall be  specified in the notice or waiver of
notice of such meeting.

4.     Annual Meeting

The Board shall meet for the purpose of organization, the election of  officers and the transaction
of other business, as soon as practicable after  each annual meeting of the stockholders, on the
same day and at the same  place  where such annual meeting shall be held.  Notice of such
meeting need not be  given.  Such meeting may be held at any other time or place (within or
without the State of Delaware) which shall be specified in a notice thereof  given as hereinafter
provided in Section 7 of this Article II.

5.      Regular Meetings.

Regular meetings of the Board shall be held at such time and place as the  Board may from time
to time determine- If any day fixed for a regular meeting  shall be a legal holiday at the place
where the meeting is to be held, the the meeting which would otherwise be held on that day shall
be held at the  same hour on the next succeeding business day.  Notice of regular meetings of  the
Board need not be given except as otherwise required by statute or these  By-Laws.

6.     Special Meetings.

Special meetings of the Board may be caused by two or more directors of the  Corporation or by
the Chairman of the Board or the President.

7.     Notice of Meeting

Notice of each special meeting of the Board (and of each regular meeting for  which notice in
shall be required) shall be given by the Secretary as  hereinafter provided this Section 7, in which
notice shall be stated the time  and place (within or without the State of Delaware) of the
meeting.  Notice  of each such meeting shall be delivered to each director either personally or  by
telephone, telegraph, cable or wireless, at least twenty-four hours before  the time at which such
meeting is to be held or by first-class mail, postage  prepaid, addressed to him at his residence, or
usual place of business, at  least three days before on which such meeting is to be held.  If
mailed, such  notice shall be deemed to be delivered when deposited in than, United States  mail.
Notice of any such meeting need not be given to any director who  shall, either before or after the
meeting, submit a signed waiver of notice or  who shall attend such meeting without protesting,
prior to or at its  commencement, the lack of notice to him.  Except as otherwise specifically
required by these By-Laws, a notice or waiver of notice of any regular or  special meeting need
not state the purposes of such meeting.

8-     Quorum and Manner of Acting.

A majority of the entire Board shall be present in person at any meeting of  the Board in order to
constitute a quorum for the transaction of business at  such meeting, and, except as otherwise
expressly required by statute or the  Certificate of Incorporation, the act of a majority of the
directors present  at any meeting at which a quorum is present shall be the art of the Board.   Any
one or more members of the Board or any committee thereof may participate  in a meeting of the
Board or such committee by means of 'a conference  telephone. or similar communications
equipment allowing all participants in  the meeting to hear each other at the same time and
participation by such  means shall constitute presence in person at a meeting.  In the absence of a
quorum at any meeting of the Board, a majority of the directors present  thereat, or if no director
be present the Secretary, may adjourn such meeting  to another time and place, or such meeting,
unless it be the annual meeting  of the Board, need not be held.  At any adjourned meeting at
which a quorum  is present, any business may be absent which might have been transacted at  the
meeting as originally called.  Except as provided in Article III of these  By-Laws, the directors
shall act only as a Board and the individual directors  shall have no power as such.

9.     -Organization.

At each meeting of the Board, the Chairman of the Board (or, in his absence  or inability to act
the President or, in his absence or inability to act  another director chosen by a majority of the
directors present) shall act as  chairman of the meeting and preside thereat The Secretary (or, in
his absence  or inability to act, any person appointed by the chairman) shall act as  secretary of
the meeting and keep the minutes thereof.

Any director of the Corporation may resign at any time by giving written  notice of his
resignation to the Board or Chairman of the Board or the  President or the Secretary.  Any such
resignation shall take effect at the  time specified therein or, if the time when it shall become
effective shall  not be specified therein, immediately upon its receipt; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary  to make it effective.

Vacancies, including newly created directorships, may be filled by a majority  of the directors
then in office, including those who have so resigned, shall  have power to fill such vacancy or
vacancies, the vote thereon to take effect  when such resignation or resignations shall become
effective, and each  director so chosen shall hold office as provided in this Section for the  filling
of other vacancies.

12.     Removal of Directors.

Except as otherwise provided in the Certificate of Incorporation or in these  By-Laws, any
director may be removed, either with or without cause, at any  time, by the affirmative vote of a
majority of the votes of the issued and  outstanding shares of stock entitled to vote for the
election of the  stockholders called and held for that purpose, or by a majority vote of the  ]Board
of Directors at a meeting called for such purpose, and the vacancy in  the Board caused by any
such removal may be filled by such stockholders or  directors, as the case may be, at such
meeting, and if the stockholders shall  fail to fill such vacancy, such vacancy shall be filled in the
manner as  provided by these By-Laws-

13.     Compensation.

The Board shall have authority to fix the compensation, including fees and  reimbursement of
expenses, of directors for services to the Corporation in  any capacity, provided no such payment
shall preclude any director from  serving the Corporation in any other capacity and receiving
compensation  therefor.

14.     Action by the Board-

To the extent permitted under the laws of the State of Delaware, 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 members of the Board  or committee, as the case may be, consent thereto in
writing, and the writing  or writings are filled with the minutes 'of the proceedings of the Board
or  committee.

ARTICLE III

Executive and Other Committees

The Board may, by resolution passed by a majority of the whole Board,  designate one or more
committee, each committee to consist of two or more  of the directors of the Corporation.  The
Board may designate on,: or more  directors as alternate members of any committee, who may
replace any absent  or disqualified member at any meeting of the Committee.  Any such
committee,  to the  provided in the, resolution, shall have -and may exercise the powers  of the
Board ill the management of the business and affairs of the  Corporation, and may authorize the
seal of the Corporation to be affixed to  all papers which may require it; Provided, however, that
in the absence or  disqualification of any member of such committee or committees, the member
or  members thereof present at any meeting and not disqualified from voting,  whether or not he
or they constitute a quorum, may unanimously appoint  another member of the Board to act at the
meeting in the place of any such  absent or disqualified member.  Each committee shall keep
minutes of its  proceedings and shall report such minutes to the Board when required.  All  such
proceedings shall be subject to revision or alteration by the Board,  provided, however, that third
parties shall not be prejudiced by such  revision or alteration, A majority of any committee may
determine its action  and fix the time and place of its meetings, unless the Board shall otherwise
provide. Notice of such meetings shall be given to each member of the  committee in the manner
provided for in Article II, Section 7. The Board shall  have the power at any time to fill vacancies
in, to change the membership of,  or to dissolve any such committee.  Nothing herein shall be
deemed to prevent  the Board from appointing one or more committees consisting in whole or in
part of persons who are directors of the Corporation; provided, however, that  no such committee
shall have or may exercise any authority of the Board.

ARTICLE.IV

Officers

Number and Qualifications.

The officers of the Corporation shall include the Chairman of the Board, the  President, one or
more Vice Presidents (one or more of whom may be designated  Executive Vice President or
Senior Vice President), the Treasurer, and the  Secretary.  Any two or more offices may be held
by the same person.  Such  officers shall be elected from time to time by the Board, each to hold
office  until the meeting of the Board following the next annual  meeting of the  stockholders, or
until its successor shall have been  elected and shall have  qualified, or until his death, or until he
shall have resign or have been  removed, as hereinafter-provided in these By-Laws.  The Board
may  from time to time elect a Vice Chairman of the Board, and the Board may from  time to
time elect, or the Chairman of the Board, or the Preside may  appoint, such other officers
(including one or more Assistant Vice  Presidents, Assistant Secretaries, and Assistant
Treasurers), as may be  necessary or desirable for the business of the Corporation- Such other
officers and agents shall have such duties and shall hold their offices for  such terms as may be
prescribed by the Board or by the appointing authority.

2.     Resignation.

Any officer of the Corporation may resign at any time by giving written  notice of his resignation
to the Board, the Chairman of the Board, the  President or the Secretary.  Any such resignation
shall take effect at the  time specified therein or, if the time when it shall become effective shall
not be specified therein:), immediately upon its receipt; and unless  otherwise specified therein,
the acceptance of such resignation shall not be  necessary to make it effective.

3.     Any officer or agent of the Corporation may be remove either with or  without cause, at any
time, by the vote of the majority of the entire Board  at any meeting of the Board or, except By
the case of an officer or agent  elected or appointed by the Board, by the Chairman of the Board
or the  President.  Such removal shall be without prejudice to the continual rights,  if any, of the
person so removed.

4.     Vacancies.

A vacancy in any office, whether arising from death, resignation, removal or  any other cause,
may be filled for the unexpired portion of the term of the  office which shall be vacancy in the
manner prescribed in these By-Law' s for  the regular election or appointment to such office.

5.     The Chairman of the Board

The Chairman of the Board, if one be elected, shall, ff present, preside at  each meeting of the
stockholders and of the Board and shall be an  official  member of all committees of the Board.
He shall perform all duties incident  to the office of Chairman of the Board and such other duties
as may from time  to time be assigned to him by the Board.

<PAGE>8

6.     The Vice Chairman of The Board

The Board, if one be-elected, shall have such powers and perform all such  duties as from time to
time may be assigned to him by the Board or the  Chairman of the Board and, unless otherwise
provided by the Board, shall in  the case of the absence Or inability to act of the Chairman of The
Board,  therefrom  duties of the Chairman of the Board and when so acting shall have  all the
powers of, and be subject to all the restrictions upon, the Chairman  of the Board.

6. The President shall be the chief operating and executive officer of the  Corporation and shall
have general and active supervision and direction over  the business and affairs of the
Corporation and over its several officers,  subject however, to the direction of the Chairman of
the Board and the  control of the Board.  If no Chairman of the Board is elected, or at the  request
of the Chairman of the Board, or in the case of his absence or  inability to act, unless there be a
Vice Chairman of the Board so designated  to act, the President -shall perform the dudes of The
Chairman of the Board  and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the Board.  He shall perform all duties  incident to the office
of President and such other duties as from time to  time may be assigned to him by the Board or
the Chairman of the Board.

7.     Vice President

Each Executive Vice President, each Senior Vice President and each Vice  President shall have
such powers and perform all such duties as from time to  time may be assigned to him by the
Board, the Chairman of the Board, or the  President They shall, in the order of their seniority,
have the power and may  perform the duties of the Chairman of the Board and the President

8. Treasurer

The Treasurer shall be the chief Financial officer of the Corporation and  shall exercise general
supervision over the receipts custody of  Corporate funds.  He shall have such officer powers and
duties s may be  conferred upon him from time to time by the President or the Board of
Directors.  He shall perform the duties of controller if no one is elected to  that office.

9.

The Secretary shall

(a)     keep or cause to be kept in one or more books provided for the  purpose, the minutes of all
meetings of the Board, the committees of the  Board and the stockholders;

(b)     see that all notices are duly given in accordance with the provisions  of these By-Laws and
as required by law,

(c)     be custodian of the records and the seal of the Corporation and affix  and attest the seal to
all stock certificates of the Corporation (unless the  seal be affixed, as hereinafter provided) and
affix and attest the seal to  <PAGE>9

all other documents to be executed on behalf of the Corporation under its  seal;

(d)     see that the books, reports, statements, certificates and other  documents and records
required by law to be kept and filed are properly kept  and filed, and

(e)     in general, perform all the duties incident to the office of  Secretary and such other duties
as from time to time may be assigned to him  by the Board, the Chairman of the Board, or the
President

10.     Officers

If required by the Board, any officer of the Corporation shall give a bond or  other security for the
faithful performance of his duties, in such amount and  with such surety or sureties as the Board
may require.

The compensation of the officers of the Corporation for their services as  such officers shall be
fixed from time to time by the Board, provided,  however, that the Board may delegate to the
Chairman of the Board or the  President the power to fix the compensation of officers and agents
appointed  by the Chairman of the Board or the President, as the case may be.  An  officer of the
Corporation shall not be prevented from receiving compensation  by reason of the fact that he is
also a director of the Corporation, but any  such officer who shall also be a director shall not have
any vote in the  determination of the amount of compensation paid to him.

Indemnification

The Corporation shall, to the fullest extent permitted by the laws of the  state of incorporation,
indemnify any and all persons whom it shall have  power to indemnify against any and all of the
costs, expenses, liabilities or  other matters incurred by them by reason of having been officers or
directors  of the Corporation, any subsidiary of the Corporation or  of any other corporation for
which he acted as officer or director at the  request of the Corporation.

ARTICLE VI

Contracts, Checks, Drafts, Bank Account, etc.

Except as otherwise required by statute, the Certificate of Incorporation or  these By-Laws, any
contracts or other instruments may be executed a-ad  delivered in the  and on behalf of the
Corporation by such officer or  officers (including any assistant officer) of the Corporation as the
Board may  from time to time direct.  Such authority may be general or confined to  specific as
the Board may determine.  Unless authorized by the Board or  expressly permitted by these
By-Laws, an officer or agent or employee shall  not have any power or authority to bind the
Corporation by any contract or  engagement or to pledge its credit or to render it peculiarly liable
for any  purpose or to any amount.

<PAGE>10

2.     Loans

Unless the Board shall otherwise determine, either (a) the Chairman of the  Board, the Vice
Chairman of the Board or the President singly, or (b) a Vice  President, together with the
Treasurer, may effect loans and advances at any  time for the Corporation or guarantee any loans
and advances to any  subsidiary of the Corporation, from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans  and advances may
make, execute and deliver promissory notes, bonds or other  certificates or evidences of
indebtedness of the Corporation, or guarantee of  indebtedness of subsidiaries of the Corporation,
but no officer: or officers  shall mortgage, pledge, hypothecate or transfer any securities or other
property of the Corporation, except when authorized by the Board.

3.     Check, Drafts, etc-

All checks, drafts, bills of exchange or other orders for the payment of  money out of the funds
of the Corporation, and all notes or other evidences  of indebtedness of the Corporation, shall be
signed in the name and on behalf  of the Corporation by such persons and in such manner as shall
from time to  time be authorized by the Board.

4-     Deposits

All  funds of the Corporation not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies  or other depositories as the Board may
from time to time-designate or as may  be designated by any officer or officers of the Corporation
to whom such  power of designation may from time to time be delegated by the Board.  For  the
purpose of deposit and for the purpose of collection  for the account of  the Corporation, checks,
drafts and other orders for the payment of money  which are payable to the order of the
Corporation may be endorsed, signed and  delivered by any officer or agent of the Corporation,
or in such manner as  the Board may determine by resolution.

General and Specific Bank Accounts

The Board may from time to time authorize the opening and keeping of general  and special bank
accounts with such banks,  companies or other depositories  as the Board may designate or as
may be designated by any officer or officers  of the Corporation to whom such power of
designation may from time to time be  delegated by the Board'.  The Board may make such
special rules and  regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.

6.     Proxies in Respect of Securities, of Other Corporations.

Unless otherwise provided by resolution adopted by the Board of Directors,  the Chairman of the
Board, the President, or a Vice President may from time  to time appoint an attorney or attorneys
or agent or agents, of the  Corporation, in the name and on behalf of the Corporation to cast the
votes  which the Corporation may be entitled to cast as the holder of stock or other  securities in
any other corporation, any of whose stock or other securities  <PAGE>11

may be held by the Corporation, at meetings of the holders of the stock or  other securities of
such other corporation, or to consent in writing, in the-  name of the Corporation as such holder,
to any action by such other  corporation, and may the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause  to be executed in
the name and on behalf of the Corporation and under its  corporate seal, or otherwise, all such
written proxies or other instruments  as he may deem necessary or proper in the premises.

ARTICLE VII

Shares, Etc.

1.     Stock Certificates.

Each holder of shares of stock of the Corporation shall be entitled to have a  certificate, in such
form as shall be approved by the Board, certifying the  number of shares of the Corporation
owned by him.  The certificates  representing shares of stock shall be signed in the name of the
Corporation  by the Chairman of the Board or the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and scaled with the
seal of the Corporation (each seal may be a  facsimile, engraved or printed); provided, however,
that where any such  certificate is countersigned by a transfer agent other than the, Corporation
or its employee, or is registered by a registrar other .than the Corporation  or one of its
employees, the signature of the officers of the -Corporation  upon such certificates may be
facsimiles, engraved or printed. in case any  officer who shall have signed or whose facsimile
signature has been placed  upon such certificates shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by the  Corporation with the same
effect as if such officer were still in office at  the date of their issue.

2-     Books and records of the company.

The books and records of the Corporation may be kept at such places within or  without the state
of corporation as the Board of Directors may from time to  time determine.  The stock record
books and the blank stock certificate  books shall be kept by the Secretary or by any other officer
or agent  designated by the Board of Directors.

3.     Transfer of shares

Transfers of shares of stock of the Corporation shall be made on the stock  records of the
Corporation only upon authorization by the registered holder  thereof, or by his attorney
thereunto authorized by power of attorney duly  executed and filed with the Secretary or with a
transfer agent or transfer  clerk, and on surrender of the certificate or certificates for such shares
properly endorsed or accompanied by a duly executed stock transfer power and  the payment of
all taxes thereon- Except as otherwise provided by law, the  Corporation shall be entitled to
recognize the exclusive right of a person in  whose name any share or sham stand on the record
of stockholders as the owner  of such sham or shares for all purposes, including, without
limitation, the

<PAGE>12

right to receive dividends or other distributions, and to vote as such  owner and the Corporation
may hold any such stockholder of record liable for  calls and assessments and the Corporation
shall -not be bound to recognize  any equitable or legal claim to or interest in any such share or
shares on  the  part of any other person whether or not it shall have express or other notice
thereof Whenever any transfer of shares shall be made for collateral security  and not absolutely,
and both the transferor and transferee request the  Corporation to do so, such fact shall be stated
in the entry of the transfer.

4-     Regulations .

The Board may make such additional rules and regulations, not inconsistent  with these By-Laws,
as it may deem expedient concerning the issue, transfer  and registration of certificates for shares
of stock of the Corporation.  It  may appoint or authorize any officer or officers to appoint, one or
more  transfer agents or one or more transfer clerks and one or more registrars and  may require
all certificates for shares of stock to bear the signature or  signatures of any of them.

5.   Lost or destroyed Certificates.

The holder of any certificate representing shares of stock of the Corporation  shall immediately
notify the Corporation of any loss, destruction or  mutilation of such certificate, and the
Corporation may issue a new  certificate of stock in the place of any certificate theretofore issued
by it  which the owner thereof shall allege to have been lost, stolen,, or destroyed  or which shall
have been mutilated, and the Board may, in its discretion  require such owner or his legal
representative to give the Corporation a bond  in such sum, limited or unlimited, and in such
form and with such surety or  as the Board in its absolute discretion shall determine, to indemnify
the Corporation against any claim that may be made against it on account of  the alleged loss,
theft, or destruction of any such certificate, or the  issuance of a new certificate.  Anything herein
to the contrary  notwithstanding, the Board, in its absolute discretion, may refuse to issue  any
such new certificate, except pursuant to legal proceedings under the laws  of the State of
Delaware.

6.     Fixing of Record Date.

In order that the Corporation may determine the stockholders entitled to  notice or to vote at, any
meeting of stockholders or any adjournment  thereof, or to express consent to corporate a  in
writing without a  meeting, 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, the Board may fix, in
advance, a record date, which shall not  be more than sixty nor less than ten days before the date
of such meeting,  nor more than sixty days prior to any other action.  A determination of
stockholders of record entitled to notice of, or to vote at, a meeting of  stockholders shall apply to
any adjournment of the meeting; provided,  however, that the Board may fix a new record date
for the adjourned meeting.

<PAGE>13

ARTICLE VIII

Offices

1.     Principal or Registered Office.

The principal registered office of the Corporation shall be at such place as  may be specified in
the Certificate of Incorporation of the Corporation or  other certificate filed pursuant to law, or if
none be so specified, at such  place as may from time to time be fixed by the Board.

2.     Other Offices.

The Corporation also may have an office or offices other than said  principal or registered office,
at such place or places either with or  without the State of Delaware.

ARTICLE IX

Fiscal Year

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

ARTICLE X

Seal  The Board shall provide a corporate seal which shall contain the name of the Corporation, the
words "Corporate Seal" and the year and State of Delaware.

ARTICLE XI

Amendments

1.     Shareholders

These By-Laws may be amended or repealed, or new By-Laws may be adopted at  any annual or
special meeting of the stockholders, by a majority of the  total votes of the stockholders or when
stockholders are required to vote by  class by of majority  the appropriate class, in person or
represented by  proxy and entitled to vote on such action; provided, however, that the notice  of
such meeting shall have been given as provided in these BY-Laws, which  notice shall mention
that amendment or repeal of these By-Laws or the adoption  of new By-Laws, is one of the
purposes of such meeting.

2.     Board of Directors. These By-Laws may also be amended or repealed or new By-Law may
be adopted,  by the Board at any meeting thereof, provided, however, that notice of such  meeting
shall have been given as provided in these By-Laws, which notice  shall mention that amendment
or repeal of the By-Laws, or the adoption of new  By-Laws, is one of the purposes of such
meetings.  By-Laws adopted by the  Board may be amended or repealed by the stockholders as
provided in Section I  of this Article XI.

ARTICLE XIII

Miscellaneous

<PAGE>14

1.  Interested Directors

No contract or other transaction between the Corporation and any other  corporation shall be
affected and invalidated by the fact that any one or  more of the Directors of the Corporation is or
are interested in or is a  Director or officer or are Directors or officers of such other corporation,
and any Director or Directors, individually or jointly, may be a party or  parties to or may be
interested in any contract or transaction of the  Corporation or in which the Corporation is
interested; and no contract act or  transaction of the Corporation with any person or persons,  or
corporation  shall be affected or invalidated by the fact that any Director or Directors  of the
Corporation is a party or are parties to or interested in such  contract, act or transaction, or; in any
way connected with such person or  persons, firms or associations, and each and every person
who may become a  Director of the Corporation is hereby relieved from any liability that might
otherwise exist from contracting with the Corporation for the benefit of  himself any firm,
association or corporation in which he may be in any way  interested.

2.     Ratification.

Any ratification questioned in any stockholders' derivative suit on the  grounds of lack of
authority, defective or irregular execution, adverse  interest of director, officer or stockholder,
nondisclosure,  miscomputation,  or the application of improper principles or practices of
accounting, may be  ratified before or after judgment, by the Board of Directors or by the
stockholders in case less than a quorum of Directors are qualified, and, if  so ratified, shall have
the same force and effect as if the questioned  transaction had been originally duly authorized,
and said ratification shall  be binding upon the Corporation and its, stockholders, and shall
constitute a  bar to any claim or execution of any judgment in respect of such questioned
transaction.

<PAGE>15