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                                                                   Exhibit 3.107


                                     BYLAWS

                                       OF

                        ELLEN LOCKERT & ASSOCIATES, INC.

                               ARTICLE I. OFFICES

      The corporation shall maintain a registered office in the State of
Washington, and may maintain such other offices within or without the State of
Washington as the Board of Directors may designate from time to time.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

      1. Meeting Place. All meetings of the shareholders shall be held either at
the registered office of the corporation in Washington or at such other place
within or without Washington as the Board of Directors shall designate. The
place at which any shareholders' meeting is to be held shall be specified in the
notice of such meeting.

      2. Annual Meeting Time. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at 10:00 a.m. on the first Monday
of April each year, if not a legal holiday, or, if a legal holiday, then on the
next business day following, at the same hour. The time and place at which any
annual meeting of the shareholders shall be held may be changed by resolution of
the Board of Directors, provided that notification of such change shall meet the
notice requirements of Article II.5.

      3. Annual Meeting--Order of Business. At the annual meeting of
shareholders, the order of business shall be as follows:

            (a) Calling the meeting to order.

            (b) Proof of notice of meeting (or filing waiver).

            (C) Reading of minutes of last annual meeting.

            (d) Reports of officers.

            (e) Reports of committees.
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            (f) Election of directors.

            (g) Miscellaneous business.

      4. Special Meetings. Special meetings of the shareholders may be called at
any time by the Board of Directors or by the holders of not less than one-tenth
of all shares entitled to vote at the meeting.

      5. Notice. Written notice stating the place, day and hour of any
shareholders' meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his or her address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

      6. Waiver of Notice. Any notice of a shareholders' meeting required to be
given under the provisions of these bylaws, this corporation's articles of
incorporation or applicable Washington law may be waived either (a) in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, or (b) by attendance of such shareholder, either in
person or by proxy (unless such attendance is for the express purpose of
objecting to the transaction of any business because the meeting has not
lawfully been called or convened), at such

      7. Voting Record. At least ten (10) but not more than before each meeting
of shareholders, a of the shareholders entitled to vote at such adjournment
thereof, shall be made, arranged order, with the address of and number of shares
held by each, which record shall be kept on file at the registered office of the
corporation until such meeting. The record shall be kept open at the time and
place of such meeting for the inspection of any shareholder.


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      8. Closing of Transfer Books and Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment of any
dividend, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period not to exceed sixty (60) days nor be less than ten
(10) days preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a record date for any such
determination of shareholders, such date to be not more than sixty (60) days
and, in case of a meeting of shareholders, not less than ten (10) days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.

      9. Quorum. A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the corporation entitled to vote at such
meeting. If a quorum is not present at a meeting, a majority of the shares
represented at any shareholders' meeting may adjourn the meeting from time to
time to another place, at which time, if a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
scheduled. Notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, not withstanding the withdrawal of enough
shareholders to leave less than a quorum.

      10. Action Without a Meeting. Any action required or permitted to be taken
at a shareholders' meeting may be taken without a meeting if a written consent
setting forth the action so taken is signed by all shareholders entitled to vote
with respect to the subject matter thereof. Any such consent shall be inserted
in the minute book as if it were the minutes of a shareholders' meeting.

      11. Action by Telephone Conference. Any or all shareholders may
participate in a meeting of the shareholders by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and the participation by
such means shall


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constitute presence in person at the meeting.

      12. Proxies. At all shareholders' meetings a shareholder may vote by proxy
executed in writing by the shareholder or by his attorney in fact. Such proxy
shall be filed with the Secretary of the corporation before or at the time of
the meeting. Unless otherwise provided in the proxy, a proxy shall be invalid
after eleven (11) months from the date of its execution.

      13. Record Address. It shall be the duty of each shareholder to keep on
file with the Secretary his or her proper address. Any notice required to be
served upon such shareholder may be given by delivering or mailing such notice
to the most recent address on file, and any notice sent to such address (even if
nondeliverable or returned by the postal authorities for lack of address) shall
be deemed sufficient if any shareholder shall fail or neglect to furnish his
address to the Secretary.

      14. Ratification of Certain Transactions. Any contract, transaction, or
act of the corporation or of the Board of Directors or of any officers of the
corporation which shall be ratified by a majority vote of the shares of the
corporation present at any annual meeting or any special meeting called for such
purpose, at which a quorum is present, shall, insofar as permitted by law, be as
valid and as binding as though ratified by every shareholder of the corporation.

                           ARTICLE III. CAPITAL STOCK

      1. Certificates. Certificates of stock shall be issued in numerical order,
and each shareholder shall be entitled to a certificate signed by the President,
or a Vice President, and the Secretary or an Assistant Secretary, and may be
sealed with the seal of the corporation or a facsimile thereof. The signatures
of such officers may be facsimiles if the certificate is manually signed on
behalf of a transfer agent, or registered by a registrar, other than the
corporation itself or an employee of the corporation. If an officer who has
signed or whose facsimile signature has been placed upon such certificate ceases
to be such officer before the certificate is issued, it may be issued by the
corporation with the same effect as if the person were an officer on the date of
issue.

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      Each certificate of stock shall state:

            (a) That the corporation is organized under the laws of this state;

            (b) The name of the person to whom issued;

            (c) The number and class of shares and the designation of the
series, if any, which such certificate represents; and

            (d) The par value of each share represented by such certificate, or
a statement that such shares are without par value.

      2. Transfer of Shares. Shares of stock may be transferred by delivery of
the certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or by a written power of attorney to sell, assign, and
transfer the same, signed by the record holder of the certificate. No shares of
stock shall be transferred on the books of the corporation until the outstanding
certificate therefor has been surrendered to the corporation, except as provided
in the next section.

      3. Lost or Destroyed Certificates. In case of loss, mutilation or
destruction of any certificate of stock, another may be issued in its place upon
proof of such loss, mutilation or destruction and upon the giving of a
satisfactory bond of indemnity to the corporation. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is proper to do so.

      4. Record Owners. The corporation shall be entitled to treat record
shareholders as the holders in fact of the stock standing in their respective
names, and the corporation, therefore, shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof.

      5. Fractional Shares or Scrip. The corporation may: (a) issue fractions of
a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event


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of liquidation; (b) arrange for the disposition of fractional interests by those
entitled thereto; (c) pay in cash the fair value of fractions of a share as of
the time when those entitled to receive such shares are determined; or (d) issue
scrip in registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a full
share.

                         ARTICLE IV. BOARD OF DIRECTORS

      1. Number and Powers. The business, affairs and property of the
corporation shall be managed by a Board consisting of such number of directors
as may be determined from time to time by the Board. No decrease in the number
of directors shall have the effect of shortening the term of any incumbent
director.

      2. Election; Term of Office. The directors shall be elected by the
shareholders at each annual shareholders' meeting, to hold office until the next
annual shareholders' meeting and until their respective successors are elected
and qualified; provided, that if for any reason such annual meeting shall not be
held or if at any such meeting a new Board of Directors shall not be elected,
the old directors shall continue to hold office until their successors shall
have been elected and qualified at the next annual meeting or at a special
meeting called for that purpose.

      3. Vacancies. Vacancies in the Board of Directors, whether caused by
resignation, death, or otherwise, may be filled by a majority of the remaining
directors attending any meeting of the Board of Directors (even though less than
a quorum is present) if notice shall have been given to all of the remaining
directors that such vacancy would be filled at the meeting. A director thus
elected to fill any vacancy shall hold office for the unexpired term of his
predecessor and until his successor is elected and qualified. Any directorship
to be filled by reason of an increase in the number of directors shall be filled
by election at an annual meeting of shareholders or at a special meeting of
shareholders called for that purpose.

      4. Annual Meetings. The first meeting of each newly elected Board of
Directors shall be known as the annual meeting thereof


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and shall be held immediately after the annual shareholders' meeting or any
special shareholders' meeting at which a Board of Directors is elected. Said
meeting shall be held at the same place as such shareholders' meeting unless
some other place shall be specified by resolution of the shareholders.

      5. Other Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place and on such day and at such hour as shall from time
to time be fixed by resolution of the Board.

      6. Special Meetings. Special meetings of the Board of Directors may be
held at any place or at any time, whenever called by the President or any two
directors.

      7. Notice of Meetings. No notice of the annual meeting of the Board of
Directors shall be required. Written notice of the time and place of all
meetings of the Board of Directors, other than the annual meetings, shall be
given by the Secretary or by the person or one of the persons calling the
meeting, by personal delivery or mail or telegram, at least three (3) days prior
to the day upon which the meeting is to be held; provided, that no notice of any
regular meeting need be given if the time and place thereof shall have been
fixed by resolution of the Board of Directors and a copy of such resolution has
been mailed to every director at least three (3) days before the first meeting
held pursuant to the resolution. Neither the business to be transacted at nor
the purpose of any meeting of the Board of Directors need be specified in the
notice or waiver of notice of any meeting.

      8. Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

      9. Designation of Committees. Subject to the restrictions set forth in the
Washington business corporation act, the Board of Directors may, by resolution
adopted by a majority of the full Board of Directors, designate from among its
members an executive


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committee and one or more other committees each of which, to the extent provided
in such resolution, shall have and may exercise all the authority of the Board
of Directors.

      10. Action Without a Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
written consent setting forth the action to be taken is signed by each of the
directors. Any such written consent shall be inserted in the minute book as if
it were the minutes of a Board of Directors' meeting.

      11. Meeting by Telephone Conference. Any or all directors may participate
in a meeting of the Board of Directors or any committee thereof by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time, and
the participation by such means shall constitute presence in person at a
meeting.

      12. Registering Dissent. A director of the corporation who is present at a
meeting of its Board of Directors at which action on any matter is taken shall
be presumed to have assented to the action unless his dissent shall be entered
in the minutes of the meeting, or unless he shall file his written dissent to
such action with the person acting as the secretary of the meeting before the
adjournment thereof, or shall forward such dissent be registered mail to the
secretary of the corporation immediately after the adjournment of the meeting. A
director who voted in favor of such action shall not be entitled to dissent.

      13. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the Board on
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports, or statements, including financial statements or other
financial data, in each case prepared or presented by:

            (a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and


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competent in the matters presented;

            (b) Counsel, public accountants, or other persons as to matters
which the director reasonably believes to be within such persons' professional
or expert competence; or

            (c) A committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Articles of Incorporation or
the Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence;

but he shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs his duties shall have no liability by
reason of being or having been a director of the corporation.

      14. Removal of Directors. At a meeting of shareholders called expressly
for that purpose, the entire Board of' Directors, or any member thereof, may be
removed by a vote of the holders of a majority of shares then entitled to vote
at an election of such directors. If less than the entire Board of Directors is
to be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors or if there be classes of directors,
at an election of the class of directors of which he is a part.

      15. Remuneration. By resolution of the Board of Directors, the directors
may be paid their expenses of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

      16. Loans. No loans shall be made by the corporation to the directors,
unless first approved by the holders of two-thirds of the voting shares. No
loans shall be made by the corporation secured by its own shares.

      17. Actions Requiring Unanimous Approval. Without the


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unanimous approval of the Board of Directors, the corporation shall not:

            (a) Issue any shares of its capital stock;

            (b) Make any distribution of assets, by means of dividend,
redemption, or otherwise, to any shareholder of the corporation;

            (c) Loan any of its funds to any officer or director of the
corporation;

            (d) Establish the level of compensation to be paid to any of its
officers or directors; or

            (e) Amend these Bylaws.

                               ARTICLE V. OFFICERS

      1. Designations. The officers of the corporation shall be a President, one
or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be
elected by the Board of Directors at the annual meeting thereof, to hold office
for the term of one year; provided, that if for any reason such annual meeting
of the directors shall not be held or if at any such meeting officers shall not
be elected, the old officers shall continue to hold office until their
successors have been duly elected.

      2. Multiple Offices. Any two or more offices may be held by the same
person, except that the same person shall not hold the offices of President and
Secretary; provided, however, that when all of the issued and outstanding stock
of the corporation is owned of record by one shareholder, one person may hold
all or any combination of offices.

      3. President. The President shall be the principal executive officer of
the corporation and, subject to the Board's control, shall supervise and control
all of the business and affairs of the corporation. When present, he shall
preside over all shareholders' meetings and over all Board of Directors'
meetings, if a Chairman of the Board has not been appointed or is not present.
With the Secretary or other officer of the corporation authorized by the Board,
he may sign certificates for shares of


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the corporation, deeds, mortgages, bonds, contracts, or other instruments that
the Board has authorized to be executed, except when the signing and execution
thereof has been expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation or is required by law
to be otherwise signed or executed by some other officer or in some other
manner. In general, the President shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board from
time to time.

      4. Vice Presidents. In the absence of the President or in the event of his
death, inability or refusal to act, the Vice President (or in the event of more
than one Vice President, the Vice President who was first elected to such
office) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Vice Presidents shall perform such other duties as from time to time
may be assigned to them by the President or by the Board.

      5. Secretary. The Secretary shall: (a) keep the minutes of shareholders'
and Board meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation (if any) and see that the seal of the corporation is affixed to
all documents, the execution of which on behalf of the corporation under its
seal is duly authorized; (d) keep a register of the post office address of each
shareholder as furnished to the Secretary by each shareholder; (e) sign with the
President, or a Vice President certificates for shares of the corporation, the
issuance of which has been authorized by resolution of the Board; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board.

      6. Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust


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companies or other depositories as shall be selected by the Board of Directors,
and in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board.

      7. Additional Officers. The Board of Directors may appoint such other
officers and agents as it shall deem necessary or expedient, including a
Chairman of the Board, who shall preside over meetings of the Board of
Directors, and one or more assistant secretaries or treasurers to act in the
absence of the Secretary or Treasurer, any of whom shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

      8. Removal. Any officer elected by the Board of Directors may be removed
at any time, with or without cause, by the affirmative vote of a majority of the
whole Board of Directors. Vacancies in any office arising from any cause shall
be filled by the Board of Directors.

      9. Bonds. If required by the Board, any officer shall give the corporation
a bond in a sum and with one or more sureties satisfactory to the Board, for the
faithful performance of the duties of his office, and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all book, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the corporation.

      10. Vacancies. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

      11. Compensation. The salaries of all officers of the corporation shall be
fixed by the Board of Directors.

      12. Loans. No loans shall be made by the corporation to any officer,
unless first approved by the holders of two-thirds of the voting shares.

                               ARTICLE VI. NOTICES

      1. Method of Notice. Whenever the provisions of these Bylaws


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require notice to be given to any director or shareholder, personal delivery
shall constitute notice, but these Bylaws shall not be construed to require such
personal delivery. Such notice may be given in writing by depositing the same in
the United States mail in a postpaid envelope addressed to such director or
shareholder at his or her address as the same appears on the stock transfer
books of the corporation, and the time when the same shall be mailed shall be
deemed to be the time of the delivery of such notice. if notice be given to a
director by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.

      2. Waiver of Notice. A written waiver of any notice by a shareholder or
director, whether signed before or after the time stated in said waiver for
holding a meeting, shall be deemed equivalent to any notice required to be given
to any director or shareholder under these Bylaws or the Articles of
Incorporation or the Washington Business Corporation Act.

                                   ARTICLE VI

                            Distributions and Finance

      1. Distributions. The Board of Directors may authorize a distribution of
money or other property to the corporation's shareholders in the form of a
dividend or a purchase, redemption or other acquisition of the corporation's
shares; provided that no distribution may be made if, after giving it effect,
either:

            (a) The corporation would not be able to pay its debts as they
become due in the usual course of business; or

            (b) The corporation's total assets would be less than the sum of its
total liabilities plus the amount which would be needed to satisfy any
shareholder's preferential rights in liquidation if the corporation is in the
process of liquidation at the time of the authorization of the distribution.

      The stock transfer books may be closed for the making of distributions
during such periods of not exceeding fifty (50) days, as from time to time may
be fixed by the Board of Directors. The Board of Directors, however, without
closing the


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books of the corporation, may authorize distributions to only the holders of
record at the close of business, on any business day not more than fifty (50)
days prior to the date on which distribution is made.

      2. Measure of Effect of Distribution. For purposes of determining whether
a distribution may be authorized by the Board of Directors and paid by the
corporation under Article VI, paragraph 1 of these bylaws, the effect of
distribution is measured.

            (a) In the case of a distribution by purchase, redemption or other
acquisition if the corporation's shares, as of the earlier of (I) the date on
which the money or other property is transferred to the shareholders or the date
on which the debt is incurred by the corporation; or (ii) the date on which the
shareholder ceases to be a shareholder with respect to the acquired shares; and

            (b) In any other case (I) as of the date on which the distribution
is authorized, if payment occurred within one hundred twenty (120) days
thereafter; or (ii) the date of payment if such date occurs more than one
hundred twenty (120) days after the date of authorization.

      3. Reserves. Before making any distribution, there may be set aside out of
the sum available to the corporation for distribution such sum or sums as the
directors from time to time in their absolute discretion deem expedient as a
reserve fund to meet contingencies, or for equalizing distributions, or for
maintaining any property of the corporation, or for any other purpose. Any sum
in any year which is not distributed in that year shall be deemed to have been
thus set aside until otherwise disposed of by the Board of Directors.

      4. Depositories. The moneys of the corporation shall be deposited in the
name of the corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.


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                                ARTICLE VII. SEAL

      The corporation may, but shall not be required to, have a seal. The seal
of the corporation, if any, shall be in the form of a circle and shall contain
the name of the corporation and the year of incorporation.

                          ARTICLE VIII. INDEMNIFICATION

      1. Definitions. As used in this Article

            (a) "Director" means any person who is or was a director of the
corporation and any person who, while a director of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan.

            (b) "Corporation" includes any domestic or foreign predecessor
entity of the corporation in a merger, consolidation, or other transaction in
which the predecessor's existence ceased upon consummation of such transaction.

            (C) "Expenses" includes attorneys' fees.

            (d) "Official capacity" means: (I) when used with respect to a
director, the office of director in the corporation, and (ii) when used with
respect to a person other than a director as contemplated in subsection 10 of
this Article, the elective or appointive office in the corporation held by the
officer or the employment or agency relationship undertaken by the employee or
agent in behalf of the corporation, but in each case does not include service
for any other foreign or domestic corporation or any partnership, joint venture,
trust, other enterprise, or employee benefit plan.

            (e) "Party" includes a person who was, is, or is threatened to be,
made a named defendant or respondent in a proceeding.

            (f) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding whether civil, criminal,


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administrative, or investigative.

      2. Broad Indemnification. The corporation shall indemnify any person made
a party to any proceeding (other than a proceeding referred to in subsection 3
of this Article)by reason of the fact that he is or was a director against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with such proceeding if:

            (a) He conducted himself in good faith, and: (I) in the case of
conduct in his own official capacity with the corporation he reasonably believed
his conduct to be in the corporation's best interests, or (ii) in all other
cases, he reasonably believed his conduct to be at least not opposed to the
corporation's best interests; and

            (b) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.

      The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contenders or its equivalent, shall not, of
itself be determinative that the person did not meet the requisite standard of
conduct set forth in this subsection.

      3. Derivative Actions. The corporation shall indemnify any person made a
party to any proceeding by or in the right of the corporation by reason of the
fact that he is or was a director against reasonable expenses actually incurred
by him in connection with such proceeding if he conducted himself in good faith,
and:

            (a) In the case of conduct in his official capacity with the
corporation, he reasonably believed his conduct to be in its best interests; or

            (b) In all other cases, he reasonably believed his conduct to be at
least not opposed to its best interests; provided, that no indemnification shall
be made pursuant to this subsection in respect of any proceeding in which such
person shall have been adjudged to be liable to the corporation.


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      4. Prohibited Indemnification. A director shall not be indemnified under
subsection 2 or 3 of this Article in respect of any proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he shall have been adjudged to be liable on the basis that
personal benefit was improperly received by him.

      5. Expenses of Defense. Unless otherwise limited by the Articles of
Incorporation, a director who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding referred to in subsection 2 or 3 of
this Article shall be indemnified against reasonable expenses incurred by him in
connection with the proceeding.

      6. Authorization Required. No indemnification under subsection 2 or 3 of
this Article shall be made by the corporation unless authorized in the specific
case after a determination that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct set forth in the
applicable subsection. Such determination shall be made:

            (a) By the Board of Directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or

            (b) If such a quorum cannot be obtained, then by a majority vote of
a committee of the Board, duly designated to act in the matter by a majority
vote of the full Board (in which designation directors who are parties may
participate), consisting solely of two or more directors not at the time parties
to such proceeding; or

            (C) In a written opinion by legal counsel other than an attorney,or
a firm having associated with it an attorney, who has been retained by or who
has performed services within the past three years for the corporation or any
party to be indemnified, selected by the Board of Directors or a committee
thereof by vote as set forth in (a) or (b) of this subsection, or if the
requisite quorum of the full Board cannot be obtained therefor and such
committee cannot be established, by a majority vote of the full Board (in which
selection directors who are parties may participate); or


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            (d) By the shareholders.

      Authorization of indemnification and determination as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination that
indemnification is permissible is made by such legal counsel, authorization of
indemnification and determination as to reasonableness of expenses shall be made
in a manner specified in (c) of this subsection for the selection of such
counsel. Shares held by directors who are parties in the proceeding shall not be
voted on the subject matter under this subsection.

      7. Reimbursement Before Final Disposition. Reasonable expenses incurred by
a director who is party to a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of such proceeding:

            (a) After a determination, made in the manner specified by
subsection 6 of this Article that the information then known to those making the
determination (without undertaking further investigation for purposes thereof)
does not establish that indemnification would not be permissible under
subsection 2 or 3 of this Article; and

            (b) Upon receipt by the corporation of:

                  (I) A written affirmation by the director of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the corporation as authorized in this Article; and

                  (ii) A written undertaking by or on behalf of the director to
repay such amount if it shall ultimately be determined that he has not met such
standard of conduct.

      The undertaking required by (b)(ii) of this subsection shall be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make the repayment. Payments
under this subsection may be authorized in the manner specified in subsection 6
of this Article.


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      8. Controlling Provision. No provision for the corporation to indemnify a
director who is made a party to a proceeding, whether contained in the Articles
of Incorporation, these Bylaws, a resolution of shareholders or directors, an
agreement, or otherwise (except as contemplated by subsection 11 of this
Article), shall be valid unless consistent with this Article, or to the extent
that indemnity hereunder is limited by the Articles of Incorporation, consistent
therewith. Nothing contained in this Article shall limit the corporation's
ability to reimburse expenses incurred by a director in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent in the proceeding.

      9.Employee Benefit Plans. For purposes of this Article,the corporation
shall be deemed to have requested a director to serve an employee benefit plan
where the performance by him of his duties to the corporation also imposes
duties on, or otherwise involves services by, him to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a director with respect to
an employee benefit plan pursuant to applicable law shall be deemed "fines"; and
action taken or omitted by him with respect to an employee benefit plan in the
performance of his duties for a purpose reasonably believed by him to be in the
interest of the participants and benficiaries of the plan shall be deemed to be
for a purpose which is not opposed to the best interests of the corporation.

      10. Officers, Employees and Agents. Unless otherwise limited by the
Articles of Incorporation:

            (a) An officer of the corporation shall be indemnified as and to the
extent provided in subsection 5 of this Article for a director and shall be
entitled to seek indemnification pursuant to subsection 5 of this Article to the
same extent as a director;

            (b) The corporation shall provide indemnification, including
advances of expenses, to an officer, employee, or agent of the corporation to
the same extent that it may indemnify directors pursuant to this Article except
that subsection 12 of this Article shall not apply to any person other than a
director; and


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            (c) The corporation, in addition, shall have the power to indemnify
an officer who is not a director, as well as employees and agents of the
corporation who are not directors, to such further extent, consistent with law,
as may be provided by the Articles of Incorporation, these Bylaws, general or
specific action of the Board of Directors, or contract.

      11. Insurance. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or is or was serving at the request of the
corporation as an officer, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article.

      12. Reports to Shareholders. Any indemnification of a director in
accordance with this Article, including any payment or reimbursement of
expenses, shall be reported to the shareholders with the notice of the next
shareholders meeting or prior thereto in a written report containing a brief
description of the proceedings involving the director being indemnified and the
nature and extent of such indemnification.

                          ARTICLE IX. BOOKS AND RECORDS

      The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and Board
of Directors; and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of the shares held by each. Any books, records, and minutes may be in
written form or any other form capable of being converted into written form
within a reasonable time.

                         ARTICLE X. AMENDMENT OF BYLAWS

      Unless provided to the contrary in the Articles of Incorporation, these
Bylaws may be amended or repealed and new


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Bylaws adopted by the unanimous vote of the corporation's Board of Directors at
any regular or special meeting.

      ADOPTED by resolution of the corporation's Board of Directors on April 17,
1987.

                                                  Secretary


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