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                                                                    Exhibit 4.14

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  MURRAY'S INC.
                            (a Delaware corporation)

                                    ARTICLE I

                                     OFFICES

     Section 1.1 Registered Office. Murray's Inc. (the "Corporation") shall
maintain its registered office in the State of Delaware at c/o National
Registered Agents, Inc., 160 Greentree Drive, Suite 101, City of Dover, County
of Kent, Delaware 19904.

     Section 1.2 Other Offices. The Corporation may also have offices in such
other places within or without the State of Delaware as the Board of Directors
may, from time to time, determine or as the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.1 Annual Meetings. Meetings of stockholders may be held at such
place, either within or without the State of Delaware, and at such time and date
as the Board of Directors shall determine. The Board of Directors may, in its
sole discretion, determine that the meeting shall not be held at any place, but
may instead be held solely by means of remote communication as described in
Section 2.3 of these Bylaws in accordance with Section 211(a)(2) of the General
Corporation Law of the State of Delaware. Stockholders may act by written or
electronic transmission of consent to elect directors; provided, however, that
if such consent is less than unanimous, such action by written or electronic
transmission of consent may be in lieu of holding an annual meeting only if all
of the directorships to which directors could have been elected at an annual
meeting held at the effective time of such action are vacant and are filled by
such action.

     Section 2.2 Special Meetings. Special meetings of stockholders, unless
otherwise prescribed by statute, may be called by the Chairman of the Board of
Directors, the President or by resolution of the Board of Directors and shall be
called by the President or Secretary upon the written request of holders of not
less than 10% in voting power of the outstanding stock entitled to vote at the
meeting. Notice of each special meeting shall be given in accordance with
Section 2.4 of these Bylaws. Unless otherwise permitted by law, business
transacted at any special meeting of stockholders shall be limited to the
purpose stated in the notice.


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     Section 2.3 Meetings by Remote Communications. If authorized by the Board
of Directors in its sole discretion, and subject to such guidelines and
procedures as the Board of Directors may adopt, stockholders and proxy holders
not physically present at a meeting of stockholders may, by means of remote
communication:

          (a) participate in a meeting of stockholders; and

          (b) be deemed present in person and vote at a meeting of stockholders
whether such meeting is to be held at a designated place or solely by means of
remote communication,

provided, that

          (i) the Corporation shall implement reasonable measures to verify that
     each person deemed present and permitted to vote at the meeting by means of
     remote communication is a stockholder or proxyholder;

          (ii) the Corporation shall implement reasonable measures to provide
     such stockholders and proxyholders a reasonable opportunity to participate
     in the meeting and to vote on matters submitted to the stockholders,
     including an opportunity to read or hear the proceedings of the meeting
     substantially concurrently with such proceedings; and

          (iii) if any stockholder or proxyholder votes or takes other action at
     the meeting by means of remote communication, a record of such vote or
     other action shall be maintained by the Corporation.

     Section 2.4 Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice or electronic
transmission, in the manner provided in Section 232 of the General Corporation
Law of the State of Delaware, of notice of the meeting, which shall state the
place, if any, date and time of the meeting, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purposes for which the meeting is called, shall be mailed to or
transmitted electronically to each stockholder of record entitled to vote
thereat. Except as otherwise provided by law, the Certificate of Incorporation
or these bylaws, such notice shall be given not less than 10 days nor more than
60 days before the date of any such meeting. If mailed, notice to stockholders
shall be deemed given when deposited in the mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the Corporation.

     Section 2.5 Quorum. Unless otherwise required by law or the Certificate of
Incorporation, the holders of a majority in voting power of the issued and
outstanding stock entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of stockholders. When a quorum is once present to organize a meeting, the quorum
is not broken by the subsequent withdrawal of any stockholders. In the absence
of a quorum, the stockholders so present may, by a majority in voting power
thereof, adjourn the meeting from time to time in the manner provided in Section
2.10 of these bylaws until a quorum shall attend. Shares of its own stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such


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other corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation or any
subsidiary of the Corporation to vote stock, including but not limited to its
own stock, held by it in a fiduciary capacity.

     Section 2.6 Voting.

          (a) Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder. Upon the request of holders of not less than 10% in
voting power of the outstanding stock entitled to vote at the meeting, voting
shall be by written ballot, unless otherwise provided in the Certificate of
Incorporation; if authorized by the stockholders, such requirement of a written
ballot shall be satisfied, if authorized by the Board of Directors, by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
stockholder or proxyholder.

          (b) All elections of directors shall be determined by a plurality of
the votes cast, and except as otherwise required by law, the Certificate of
Incorporation or these bylaws, all other matters shall be determined by a
majority of the votes cast.

     Section 2.7 Proxy Representation. Any stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date, unless such
proxy provides for a longer period. A proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by delivering to the Secretary of the Corporation a revocation of the
proxy or a new proxy bearing a later date.

     Section 2.8 Organization.

          (a) The Chairman of the Board of Directors, if one is elected, or, in
his or her absence or disability, the President of the Corporation, shall
preside at all meetings of the stockholders.

          (b) The Secretary of the Corporation shall act as Secretary at all
meetings of the stockholders. In the absence or disability of the Secretary, the
Chairman of the Board of Directors or the President shall appoint a person to
act as Secretary at such meetings.

     Section 2.9 Conduct of Meeting. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations


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and procedures and to do all such acts as, in the judgment of such presiding
person, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the presiding person of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the presiding
person of the meeting shall determine; (iv) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. The presiding person at
any meeting of stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding person should so determine,
such presiding person shall so declare to the meeting and any such matter or
business not properly brought before the meeting shall not be transacted or
considered. Unless and to the extent determined by the Board of Directors or the
person presiding over the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

     Section 2.10 Adjournment. At any meeting of stockholders of the
Corporation, if less than a quorum be present, a majority in voting power of the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time without
notice other than announcement at the meeting until a quorum shall be present.
Any business may be transacted at the adjourned meeting that might have been
transacted at the meeting originally noticed. If the adjournment is for more
than 30 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 2.11 Consent of Stockholders in Lieu of Meeting.

          (a) Unless otherwise restricted by the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.

          (b) Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the date
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this


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Section 2.11. A telegram, cablegram or other electronic transmission consenting
to an action to be taken and transmitted by a stockholder or proxyholder, or by
a person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this Section 2.11 to
the extent permitted by law. Any such consent shall be delivered in accordance
with Section 228(d)(1) of the General Corporation Law of the State of Delaware.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing or electronic transmission and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date of such meeting had been the date that written consents signed by a
sufficient number of stockholders to take the action were delivered to the
Corporation as provided by law.

          (c) Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

     Section 2.12 List of Stockholders Entitled to Vote. The officer who has
charge of the stock ledger shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting at least ten (10) days prior to the meeting
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of meeting or
(ii) during ordinary business hours at the principal place of business of the
Corporation. The list of stockholders must also be open to examination at the
meeting as required by applicable law. Except as otherwise provided by law, the
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list of stockholders required by this Section
2.12, or to vote in person or by proxy at any meeting of stockholders.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors. The Board of
Directors shall exercise all of the powers and duties conferred by law except as
provided by the Certificate of Incorporation or these Bylaws.

     Section 3.2 Number and Term. The number of directors shall be fixed at no
less than one nor more than nine. Within the limits specified above, the number
of directors shall be fixed from time to time by action of the stockholders or
action of the Board of Directors. The Board of Directors shall be elected by the
stockholders at their annual meeting, and each director shall be elected to
serve for the term of one year or until his or her successor is elected and
qualified or until his or her earlier death, resignation, disqualification or
removal. Directors need not be stockholders.


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     Section 3.3 Resignations. Any director may resign at any time upon notice
given in writing or by electronic transmission to the Board of Directors, the
Chairman of the Board of Directors, the President or the Secretary. The
resignation shall take effect at the time specified therein, and if no time is
specified, at the time of its receipt by the Board of Directors, the Chairman of
the Board of Directors, the President or Secretary, as the case may be. The
acceptance of a resignation shall not be necessary to make it effective.

     Section 3.4 Removal. Any director or the entire Board of Directors may be
removed either with or without cause at any time by the affirmative vote of the
holders of a majority in voting power of the outstanding shares then entitled to
vote for the election of directors at any annual or special meeting of the
stockholders called for that purpose or by written or electronic transmission of
consent as permitted by law.

     Section 3.5 Vacancies and Newly Created Directorships. Unless otherwise
provided in the Certificate of Incorporation, vacancies occurring in any
directorship and newly created directorships may be filled by a majority vote of
the remaining directors then in office. Any director so chosen shall hold office
for the unexpired term of his or her predecessor in the case of a director
elected to fill a vacancy, until the next annual meeting of stockholders in the
case of a director elected to fill a newly created directorship, and in each
case until his or her successor shall be elected and qualified or until his or
her earlier death, resignation, disqualification or removal.

     Section 3.6 Meetings.

          (a) The initial directors shall hold their first meeting to organize
the Corporation, elect officers and transact any other business that may
properly come before the meeting. An annual meeting of the Board of Directors
shall be held immediately after each annual meeting of the stockholders, or at
such time and place as may be noticed for the meeting.

          (b) Regular meetings of the Board of Directors may be held at such
places and times as shall be determined from time to time by written or
electronic transmission of consent of a resolution of the directors.

          (c) Special meetings of the Board of Directors shall be called by the
President or by the Secretary on the written or electronic transmission of such
request of a majority of the Board of Directors and shall be held at such place
as may be determined by the directors or as shall be stated in the notice of the
meeting.

     Section 3.7 Notice of Meetings. Except as provided by law, notice of
regular meetings need not be given. Notice of the time and place of any special
meeting shall be given to each director by the Secretary. Notice of each such
meeting shall be given to each director, if by mail, addressed to such director
at his or her residence or usual place of business and deposited in a United
States post office at least two days before the day on which such meeting is to
be held, or by telegraph, telecopy, cable or wireless addressed to such director
or delivered personally or by telephone at least 24 hours before the time at
which such meeting is to be held. The notice of any meeting need not specify the
purpose thereof.

     Section 3.8 Quorum, Voting and Adjournment. A majority of the total number
of directors or any committee thereof shall constitute a quorum for the
transaction of business. The


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vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. In the absence of a quorum,
a majority of the directors present thereat may adjourn such meeting to another
time and place. Notice of such adjourned meeting need not be given if the time
and place of such adjourned meeting are announced at the meeting so adjourned.

     Section 3.9 Committees. The Board of Directors may, by resolution,
designate one or more committees, including but not limited to an Executive
Committee and an Audit Committee, each such 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 to replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members 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 the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors establishing such committee, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to the following
matters: (a) approving or adopting, or recommending to the stockholders, any
action or matter (other than the election or removal of directors) expressly
required by the General Corporation Law of the State of Delaware to be submitted
to stockholders for approval or (b) adopting, amending or repealing any bylaw of
the Corporation. All committees of the Board of Directors shall keep minutes of
their meetings and shall report their proceedings to the Board of Directors when
requested or required by the Board of Directors.

     Section 3.10 Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board of Directors or any committee
thereof, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed in the minutes of proceedings of the Board of Directors.
Such filing shall be in paper form if the minutes are maintained in paper form
or shall be in electronic form if the minutes are maintained in electronic form.

     Section 3.11 Compensation. The Board of Directors shall have the authority
to fix the compensation of directors for their services. In addition, as
determined by the Board of Directors, directors may be reimbursed by the
Corporation for their expenses, if any, in the performance of their duties as
directors. A director may also serve the Corporation in other capacities and
receive compensation therefor.

     Section 3.12 Remote Meeting. Unless otherwise restricted by the Certificate
of Incorporation, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting by means of conference
telephone or other communications equipment in which all persons participating
in the meeting can hear each other. Participation in a meeting by means of
conference telephone or other communications equipment shall constitute the
presence in person at such meeting.


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                                   ARTICLE IV

                                    OFFICERS

     Section 4.1 Number. The officers of the Corporation shall include a
President and a Secretary, both of whom shall be elected by the Board of
Directors and who shall hold office for a term of one year and until their
successors are elected and qualified or until their earlier resignation or
removal. In addition, the Board of Directors may elect a Chairman of the Board
of Directors, one or more Vice Presidents, including an Executive Vice
President, a Treasurer and one or more Assistant Treasurers and one or more
Assistant Secretaries, who shall hold their office for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors. The initial officers shall be elected at the
first meeting of the Board of Directors and, thereafter, at the annual
organizational meeting of the Board of Directors. Any number of offices may be
held by the same person.

     Section 4.2 Other Officers and Agents. The Board of Directors may appoint
such other officers and agents as it deems advisable, who shall hold their
office for such terms and shall exercise and perform such powers and duties as
shall be determined from time to time by the Board of Directors.

     Section 4.3 Chairman. The Chairman of the Board of Directors shall be a
member of the Board of Directors and shall preside at all meetings of the Board
of Directors and of the stockholders. In addition, the Chairman of the Board of
Directors shall have such powers and perform such other duties as from time to
time may be assigned to him or her by the Board of Directors.

     Section 4.4 President. The President shall be the Chief Executive Officer
of the Corporation. He or she shall exercise such duties as customarily pertain
to the office of President and Chief Executive Officer, and shall have general
and active management of the property, business and affairs of the Corporation,
subject to the supervision and control of the Board of Directors. He or she
shall perform such other duties as prescribed from time to time by the Board of
Directors or these Bylaws. In the absence, disability or refusal of the Chairman
of the Board of Directors to act, or the vacancy of such office, the President
shall preside at all meetings of the stockholders and of the Board of Directors.
Except as the Board of Directors shall otherwise authorize, the President shall
execute bonds, mortgages and other contracts on behalf of the Corporation, and
shall cause the seal to be affixed to any instrument requiring it and, when so
affixed, the seal shall be attested by the signature of the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.

     Section 4.5 Vice Presidents. Each Vice President, if any are elected, of
whom one or more may be designated an Executive Vice President, shall have such
powers and shall perform such duties as shall be assigned to him or her by the
President or the Board of Directors.

     Section 4.6 Treasurer. The Treasurer shall have the general care and
custody of the funds and securities of the Corporation, and shall deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board of Directors. He or she
shall receive, and give receipts for, moneys due and payable to the


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Corporation from any source whatsoever. He or she shall exercise general
supervision over expenditures and disbursements made by officers, agents and
employees of the Corporation and the preparation of such records and reports in
connection therewith as may be necessary or desirable. He or she shall, in
general, perform all other duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the Board of
Directors.

     Section 4.7 Secretary. The Secretary shall be the Chief Administrative
Officer of the Corporation and shall: (a) cause minutes of all meetings of the
stockholders and directors to be recorded and kept; (b) cause all notices
required by these Bylaws or otherwise to be given properly; (c) see that the
minute books, stock books, and other nonfinancial books, records and papers of
the Corporation are kept properly; and (d) cause all reports, statements,
returns, certificates and other documents to be prepared and filed when and as
required. The Secretary shall have such further powers and perform such other
duties as prescribed from time to time by the Board of Directors.

     Section 4.8 Assistant Treasurers and Assistant Secretaries. Each Assistant
Treasurer and each Assistant Secretary, if any are elected, shall be vested with
all the powers and shall perform all the duties of the Treasurer and Secretary,
respectively, in the absence or disability of such officer, unless or until the
Board of Directors shall otherwise determine. In addition, Assistant Treasurers
and Assistant Secretaries shall have such powers and shall perform such duties
as shall be assigned to them by the Board of Directors.

     Section 4.9 Corporate Funds and Checks. The funds of the Corporation shall
be kept in such depositories as shall from time to time be prescribed by the
Board of Directors. All checks or other orders for the payment of money shall be
signed by the President or the Treasurer or such other person or agent as may
from time to time be authorized and with such countersignature, if any, as may
be required by the Board of Directors.

     Section 4.10 Contracts and Other Documents. The President or the Treasurer,
or such other officer or officers as may from time to time be authorized by the
Board of Directors or any other committee given specific authority by the Board
of Directors during the intervals between the meetings of the Board of
Directors, shall have power to sign and execute on behalf of the Corporation
deeds, conveyances and contracts, and any and all other documents requiring
execution by the Corporation.

     Section 4.11 Compensation. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board of Directors (subject
to any employment agreements that may then be in effect between the Corporation
and the relevant officer). None of such officers shall be prevented from
receiving such compensation by reason of the fact that he or she is also a
director of the Corporation. Nothing contained herein shall preclude any officer
from serving the Corporation, or any subsidiary, in any other capacity and
receiving such compensation by reason of the fact that he or she is also a
director of the Corporation.

     Section 4.12 Ownership of Stock of Another Corporation. Unless otherwise
directed by the Board of Directors, the President or the Treasurer, or such
other officer or agent as shall be authorized by the Board of Directors, shall
have the power and authority, on behalf of the


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Corporation, to attend and to vote at any meeting of stockholders of any
corporation in which the Corporation holds stock and may exercise, on behalf of
the Corporation, any and all of the rights and powers incident to the ownership
of such stock at any such meeting, including the authority to execute and
deliver proxies and consents on behalf of the Corporation.

     Section 4.13 Delegation of Duties. In the absence, disability or refusal of
any officer to exercise and perform his or her duties, the Board of Directors
may delegate to another officer such powers or duties.

     Section 4.14 Resignation and Removal. Any officer may resign at any time in
the same manner prescribed under Section 3.3 of these Bylaws. Any officer of the
Corporation may be removed from office for or without cause at any time by the
Board of Directors.

     Section 4.15 Vacancies. The Board of Directors shall have power to fill
vacancies occurring in any office.

                                    ARTICLE V

                                      STOCK

     Section 5.1 Certificates of Stock. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, certifying the number and class of
shares of stock in the Corporation owned by him or her. Any or all of the
signatures on the certificate may be a facsimile. The Board of Directors shall
have the power to appoint one or more transfer agents and/or registrars for the
transfer or registration of certificates of stock of any class, and may require
stock certificates to be countersigned or registered by one or more of such
transfer agents and/or registrars. Notwithstanding anything herein to the
contrary, the Board of Directors may provide for uncertificated shares in
accordance with the General Corporation Law of the State of Delaware.

     Section 5.2 Transfer of Shares. Shares of stock of the Corporation shall be
transferable upon its books by the holders thereof, in person or by their duly
authorized attorneys or legal representatives, upon surrender to the Corporation
by delivery thereof to the person in charge of the stock and transfer books and
ledgers. Such certificates shall be cancelled and new certificates shall
thereupon be issued. A record shall be made of each transfer. Whenever any
transfer of shares shall be made for collateral security, and not absolutely, it
shall be so expressed in the entry of the transfer if, when the certificates are
presented, both the transferor and transferee request the Corporation to do so.
The Board of Directors shall have power and authority to make such rules and
regulations as it may deem necessary or proper concerning the issue, transfer
and registration of certificates for shares of stock of the Corporation.

     Section 5.3 Lost, Stolen, Destroyed or Mutilated Certificates. A new
certificate of stock may be issued in the place of any certificate previously
issued by the Corporation alleged to have been lost, stolen or destroyed, and
the Board of Directors may, in its discretion, require the owner of such lost,
stolen or destroyed certificate, or his or her legal representative, to give


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the Corporation a bond, in such sum as the Board of Directors may direct, in
order to indemnify the Corporation against any claims that may be made against
it in connection therewith. A new certificate of stock may be issued in the
place of any certificate previously issued by the Corporation that has become
mutilated without the posting by the owner of any bond upon the surrender by
such owner of such mutilated certificate.

     Section 5.4 List of Stockholders Entitled To Vote. The stock ledger shall
be the only evidence as to who are the stockholders entitled to examine the list
required by General Corporation Law of the State of Delaware Section 219 or to
vote in person or by proxy at any meeting of stockholders.

     Section 5.5 Dividends. Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may at any regular or special meeting,
declare dividends upon the stock of the Corporation either (a) out of its
surplus, as defined in and computed in accordance with General Corporation Law
of the State of Delaware Section 154 and Section 244 or (b) in case there shall
be no such surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year. Before the declaration of
any dividend, the Board of Directors may set apart, out of any funds of the
Corporation available for dividends, such sum or sums as from time to time in
its discretion may be deemed proper for working capital or as a reserve fund to
meet contingencies or for such other purposes as shall be deemed conducive to
the interests of the Corporation.

     Section 5.6 Fixing Date for Determination of Stockholders of Record. 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 to
express consent to corporate action in writing or by electronic transmission
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 of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof shall, unless otherwise required by law, not be more than
sixty (60) nor less than ten (10) days before the date of such meeting; (b) in
the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten (10)
days from the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (c) in the case of any other action, shall not be
more than sixty (60) days prior to such other action. If no record date is
fixed: (i) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; (ii) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
of the Board of Directors is required by law, 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 in accordance with law, or, if prior action by the
Board of Directors is required by law, shall be at the close of business on the
day on which the Board of Directors adopts the resolution taking such prior
action; and (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on


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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 adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     Section 5.7 Registered Stockholders. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner. Except as otherwise required by law, the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.1 Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Corporation or while a director or officer of the
Corporation is or was serving at the request of the Corporation as a director,
officer, employee, agent or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee, agent
or trustee, or in any other capacity while serving as a director, officer,
employee, agent or trustee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended, against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section 6.3 of these Bylaws with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors.

     Section 6.2 Right to Advancement of Expenses. In addition to the right to
indemnification conferred in Section 6.1 of these Bylaws, an indemnitee shall,
to the fullest extent not prohibited by law, also have the right to be paid by
the Corporation the expenses (including attorney's fees) incurred in defending
any such proceeding in advance of its final disposition (an "advancement of
expenses"); provided, however, that, if the General Corporation Law of the State
of Delaware as then in effect requires, an advancement of expenses incurred by
an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (an "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to


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appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Section 6.2 or otherwise.

     Section 6.3 Right of Indemnitee to Bring Suit. If a claim under Section 6.1
or 6.2 of these Bylaws is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (a) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (b) any suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the General
Corporation Law of the State of Delaware. Neither the failure of the Corporation
(including its directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that identification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
directors who are not parties to such action, a committee of such directors,
independent legal counsel, or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article VI or otherwise shall be on the
Corporation.

     Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article VI shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, the Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 6.5 Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

     Section 6.6 Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the


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Corporation to the fullest extent of the provisions of this Article VI with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

     Section 6.7 Nature of Rights. The rights conferred upon indemnitees in this
Article VI shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer or trustee and shall inure
to the benefit of the indemnitee's heirs, executors and administrators. Any
amendment, alteration or repeal of this Article VI that adversely affects any
right of an indemnitee or it successors shall be prospective only and shall not
limit or eliminate any such right with respect to any proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took
place prior to such amendment, alteration or repeal.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 Amendments. These Bylaws may be altered, amended or repealed,
and new Bylaws made, by the Board of Directors, but the stockholders may make
additional Bylaws and may alter and repeal any Bylaws whether adopted by them or
otherwise.

     Section 7.2 Electronic Transmission. For purposes of these Bylaws,
"electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.

     Section 7.3 Corporate Seal. The Board of Directors may provide a suitable
seal, containing the name of the Corporation, which seal shall be in charge of
the Secretary. If and when so directed by the Board of Directors or a committee
thereof, duplicates of the seal may be kept and used by the Treasurer or by an
Assistant Secretary or Assistant Treasurer.

     Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be as
determined by the Board of Directors.

     Section 7.5 Waiver of Notice. A written waiver of any notice, signed by a
stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice required to be given to such
person. Neither the business nor the purpose of any meeting need be specified in
such a waiver. Attendance at any meeting shall constitute waiver of notice
except attendance for the sole purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 7.6 Section Headings. Section headings in these Bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

     Section 7.7 Inconsistent Provisions; Changes in Delaware Law. If any
provision of these Bylaws is or becomes inconsistent with any provision of the
Certificate of Incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision


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of these Bylaws shall not be given any effect to the extent of such
inconsistency but shall otherwise be given full force and effect. If any of the
provisions of the General Corporation Law of the State of Delaware referred to
above are modified or superseded, the references to those provisions is to be
interpreted to refer to the provisions as so modified or superseded.


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