Exhibit 4.3

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                         VELOCITY ASSET MANAGEMENT, INC.
                             A DELAWARE CORPORATION

                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, DE 19801, (302) 658-7581. The name of the
Corporation's registered agent at such address is The Corporation Trust Company.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other
places, within or outside the State of Delaware, as the Board of Directors may
from time to time determine or the business of the Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. All meetings of stockholders shall be held at the
principal executive office of the Corporation, or at such other place within or
outside of the State of Delaware as may be fixed from time to time by the Board
of Directors.

SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held on May
1st of each year, or if that day is a legal holiday, on the next following
business day, or at such other date and time as may be fixed by the Board of
Directors. At each annual meeting of stockholders the stockholders shall elect
directors and transact such other business as may properly be brought before the
meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be called at
any time for any purpose or purposes by the Board of Directors or by the Chief
Executive Officer, and shall be called by the Chief Executive Officer, President
or the Secretary upon the written request of the majority of the directors or
upon the written request of the holders of at least 10% of all outstanding
shares entitled to vote on the action proposed to be taken. Such written request
must state the date, time, place and purpose or purposes of the proposed
meeting. A special meeting of stockholders called by the Board of Directors or
the President, other than one required to be called by reason of a written
request of stockholders, may be cancelled by the Board of Directors at any time
not less than 24 hours before the scheduled commencement of the meeting.

SECTION 4. NOTICE OF MEETINGS. Written notice of each annual meeting or special
meeting of stockholders, stating the place, date and time of the meeting, and
(i) in the case of a special meeting, the general nature of the business to be
transacted, or (ii) in the case of the annual meeting, those matters that the
Board of Directors, at the time of giving notice, intends to present for action
by the stockholders, must be given in the manner set forth in Article VI of
these By-Laws not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at the meeting. If
directors are to be elected, the notice shall include the names of all nominees
whom the Board intends, at the time of notice, to present for election. The
notice shall also state the general nature of any proposed action to be taken at
the meeting.
<PAGE>

SECTION 5. QUORUM AND ADJOURNMENTS. Except as otherwise required by law or the
Certificate of Incorporation, the presence in person or by proxy of holders of a
majority of the shares entitled to vote at a meeting of stockholders will be
necessary, and will constitute a quorum, for the transaction of business at such
meeting. If a quorum is not present or represented by proxy at any meeting of
stockholders, the holders of a majority of the shares entitled to vote at the
meeting who are present in person or represented by proxy may adjourn the
meeting from time to time until a quorum is present. An adjourned meeting may be
held later without notice other than announcement at the meeting, except that if
the adjournment is for more than forty-five (45) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given in the manner set forth in Article VI to each
stockholder of record entitled to vote at the adjourned meeting.

SECTION 6. PROXY AND VOTING. At any meeting of stockholders each stockholder
having the right to vote may vote in person or by proxy. A proxy will be valid
for no more than eleven (11) months from the date of its execution. Except as
otherwise provided by law or in the Certificate of Incorporation, each
stockholder will be entitled to one vote for each share of stock entitled to
vote standing in his name on the books of the Corporation. All elections will be
determined by plurality votes. Except as otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, any other matter will be
determined by the vote of a majority of the shares which are voted with regard
to it.

SECTION 7. WRITTEN CONSENTS. Whenever the vote of stockholders at a meeting is
required or permitted in connection with any corporate action, the meeting and
vote may be dispensed with if the action taken has the written consent of the
holders of shares having at least the minimum number of votes required to
authorize the action at a meeting at which all shares entitled to vote were
present and voted.


                                   ARTICLE III

                                    DIRECTORS

SECTION 1. FUNCTION. The Board of Directors will manage the business of the
Corporation, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws.

SECTION 2. NUMBER. The number of directors which will constitute the entire
Board of Directors shall be such number, not less than two (2) nor more than
five (5), as shall be determined by the Board of Directors from time to time,
provided that in the event the outstanding shares of stock are owned by fewer
than three (3) stockholders the number of directors may be a number not less
than the number of stockholders. Until further action by the Board of Directors,
the number of directors which shall constitute the entire Board of Directors
shall be five (5). As used in these By-Laws, the term "entire Board of
Directors" means the total number of directors which the Corporation would have
if there were no vacancies.

SECTION 3. ELECTION AND TERM. Except as provided in Section 5 of this Article,
the directors shall be elected at the annual meeting of stockholders. Except as
otherwise provided by law, the Certificate of Incorporation, or these By-Laws,
each director elected will serve until the next succeeding annual meeting of
stockholders and until his successor is elected and qualified.

SECTION 4. REMOVAL. Any of the directors may be removed for cause by vote of a
majority of the entire Board. Any or all of the directors may be removed for
cause or without cause by vote of the holders of a majority of the outstanding
shares of each class of voting stock of the Corporation voting as a class.

SECTION 5. VACANCIES. Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the Board may be filled by
vote of a majority of the directors then in office, even if less than a quorum
exists. Vacancies caused by the removal of the Directors may only be filled by
approval of the stockholders in accordance with the Delaware General Corporation

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Law unless the Certificate of Incorporation is amended or the ByLaws provide
that such vacancies may be filled by the Board. A director elected to fill a
vacancy, including a vacancy created by a newly created directorship, shall
serve until the next succeeding annual meeting of stockholders and until his
successor is elected and qualified.

SECTION 6. LOCATION OF BOOKS AND RECORDS. The books of the Corporation, except
such as are required by law to be kept within the State of Delaware, may be kept
at such place or places within or outside of the State of Delaware as the Board
of Directors may from time to time determine.

SECTION 7. COMPENSATION. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of any or
all directors for services to the Corporation as directors or officers or
otherwise.


                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. FIRST MEETING. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of
stockholders. If the meeting is held at the place of the meeting of
stockholders, no notice of the meeting need be given to the newly elected
directors. If the first meeting is not held at that time and place, it shall be
held at a time and place specified in a notice given in the manner provided for
notice of special meetings of the Board of Directors.

SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held upon such notice, or without notice, at such times and at such places
within or outside of the State of Delaware, as shall from time to time be
determined by the Board of Directors. Meetings of the Board of Directors maybe
called by the Chairman of the Board, the President, the Vice President, the
Secretary or any two Directors. Regular annual meetings of the Board of
Directors will be held without notice and immediately following and in the same
location as the annual meeting of stockholders.

SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, if there is one, or by the Chief Executive
Officer, on at least four (4) days' notice by mail or forty-eight (48) hours'
notice to each director delivered personally or by telephone or telegraph, and
shall be called by the Chief Executive Officer, President or the Secretary on
like notice at the written request of any two directors (one of which must
include the Chairman of the Board, if there is one, or the Chief Executive
Officer).

SECTION 4. NOTICE OF MEETINGS. Whenever notice of a meeting of the Board of
Directors is required, the notice must be given in the manner set forth in
Article VI of these By-Laws and shall state the place, date and hour of the
meeting. Except as provided by law, the Certificate of Incorporation, or other
provisions of these By-Laws, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of the meeting.

SECTION 5. QUORUM, ACTION AND ADJOURNMENTS. Except as otherwise required by law
or the Certificate of Incorporation or other provisions of these By-Laws, a
majority of the directors in office, but in no event less than one-third (1/3)
of the entire Board of Directors, will constitute a quorum for the transaction
of business, provided that if there shall be fewer than three (3) directors in
office, then the number of directors in the office shall constitute a quorum for
the transaction of business, and the vote of a majority of the directors present
at any meeting at which a quorum is present will be the act of the Board of
Directors. If a quorum is not present at any meeting of directors, a majority of
the directors present at the meeting may adjourn the meeting from time to time,
without notice of the adjourned meeting other than announcement at the meeting.
To the extent permitted by law, a director participating in a meeting by

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conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other will be deemed present in
person at the meeting and all acts taken by him during his participation shall
be deemed taken at the meeting.

SECTION 6. WRITTEN CONSENTS. Any action of the Board of Directors may be taken
without a meeting if written consent to the action signed by all members of the
Board of Directors is filed with the minutes of the Board of Directors.

SECTION 7. ACTION BY TELEPHONIC CONFERENCE. Members of the Board of Directors,
or any committee designated by such board, may participate in a meeting of such
board or committee by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting.


                                    ARTICLE V

                                   COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may designate from among
its members an Executive Committee and other committees, each consisting of two
or more directors, and may also designate one or more of its members to serve as
alternates on these committees. To the extent permitted by law, the Executive
Committee will have all the authority of the Board of Directors, except as the
Board of Directors otherwise provides, and, to the extent permitted by law, the
other committees will have such authority as the Board of Directors grants them.
The Board of Directors will have power at any time to change the membership of
any committees, to fill vacancies in their membership and to discharge any
committees. All resolutions establishing or discharging committees, designating
or changing members of committees, or granting or limiting authority of
committees, may be adopted only by the affirmative vote of a majority of the
entire Board of Directors.

SECTION 2. PROCEDURES. Each committee shall keep regular minutes of its
proceedings and report to the Board of Directors as and when the Board of
Directors shall require. Unless the Board of Directors otherwise provides, a
majority of the members of any committee may determine its actions and the
procedures to be followed at its meetings (which may include a procedure for
participating in meetings by conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other), and may fix the time and place of its meetings.

SECTION 3. WRITTEN CONSENTS. Any action of a committee may be taken without a
meeting if written consent to the action signed by all the members of the
committee is filed with the minutes of the committee.


                                   ARTICLE VI

                                     NOTICES

SECTION 1. NOTICE TO STOCKHOLDERS. Any notice to a stockholder shall be given
personally or by first-class mail. If mailed, a notice will be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of stockholders.

SECTION 2. NOTICE TO DIRECTORS. Any notice to a director may be given
personally, by telephone or by mail, facsimile transmission, telex, telegraph,
cable or similar instrumentality. A notice will be deemed given when actually
given in person or by telephone, when received, if given by facsimile
transmission or telex, on the third business day after the day when deposited
with the United States mail, postage prepaid, or on the day when delivered to a

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cable or similar communications company, directed to the director at his
business address or at such other address as the director may have designated to
the Secretary in writing as the address or number to which notices should be
sent.

SECTION 3. WAIVER OF NOTICE. Any person may waive notice of any meeting by
signing a written waiver, whether before or after the meeting. The waiver the
notice need not specify either the business to be transacted or the purpose of
any annual or special meeting of the stockholders. In addition, attendance at a
meeting will be deemed a waiver of notice unless the person attends for the
purpose, expressed to the meeting at its commencement, of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.


                                   ARTICLE VII

                                    OFFICERS

SECTION 1. DESIGNATIONS. The officers of the Corporation shall be a Chief
Executive Officer, President, a Secretary and a Treasurer. In addition, the
Board of Directors may also elect a Chairman of the Board, a Vice Chairmen of
the Board, and one or more Vice Presidents (one or more of whom may be
designated an Executive Vice President or a Senior Vice President), one or more
Assistant Secretaries or Assistant Treasurers, or one or more Chief Financial
Officers, and such other officers as it may from time to time deem advisable.
Any number of offices may be held by the same person. No officer except the
Chairman of the Board need be a director of the Corporation.

SECTION 2. ELECTIONS, TERM AND REMOVAL. Each officer shall be elected by the
Board of Directors and shall hold office for such term, if any, as the Board of
Directors shall determine. Any officer may be removed at any time, either with
or without cause, by the vote of a majority of the entire Board of Directors.

SECTION 3. RESIGNATIONS. Any officer may resign at any time by giving written
notice to the Board of Directors or to the Chief Executive Officer. Such
resignation will take effect at the time specified in the notice or, if no time
is specified, at the time of receipt of the notice, and the acceptance of such
resignation will not be necessary to make it effective.

SECTION 4. COMPENSATION. The compensation of officers shall be fixed by the
Board of Directors or in such manner as it may provide.

SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such other duties as from time to time may be assigned to him by the
Board of Directors.

SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general charge of the management of the business and affairs of the Corporation,
subject to the control of Board of Directors, and will ensure that all orders
and resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer will preside over any meetings of the stockholders and of the
Board of Directors at which neither the Chairman of the Board nor a Vice
Chairman is present.

SECTION 7. OTHER OFFICERS. The officers of the Corporation, other than the
Chairman of the Board and the Chief Executive Officer, shall have such powers
and perform such duties in the management of the property and affairs of the
Corporation, subject to the control of the Board of Directors and the Chief
Executive Officer, as customarily pertain to their respective offices, as well
as such powers and duties as from time to time may be prescribed by the Board of
Directors.

SECTION 8. FIDELITY BONDING. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

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                                  ARTICLE VIII

                             CERTIFICATES FOR SHARES

SECTION 1. CERTIFICATES. The shares of stock of the Corporation shall be
represented by certificates, in such form as the Board of Directors may from
time to time prescribe, signed by the Chief Executive Officer or the President
or the Chief Financial Officer and the Secretary or the Treasurer.

SECTION 2. FACSIMILE SIGNATURES. Any or all signatures upon a certificate may be
a facsimile. Even if an officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall cease to be
that officer, transfer agent or registrar before the certificate is issued, that
certificate may be issued by the Corporation with the same effect as if he or it
were that officer, transfer agent or registrar at the date of issue.

SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate be issued in place of any certificate issued by
the Corporation which is alleged to have been lost, stolen or destroyed. When
doing so, the Board of Directors may prescribe such terms and conditions
precedent to the issuance of the new certificate as it deems expedient, and may
require a bond sufficient to indemnify the Corporation against any claim that
may be made against it with regard to the allegedly lost, stolen or destroyed
certificate or the issuance of the new certificate.

SECTION 4. SURRENDER, TRANSFER AND CANCELLATION. The Corporation or a transfer
agent of the Corporation, upon surrender to it of a certificate representing
shares, duly endorsed and accompanied by proper evidence of lawful succession,
assignment or authority of transfer, shall issue a new certificate to the person
entitled to it, and shall cancel the old certificate and record the transaction
upon the books of the Corporation.

SECTION 5. RECORD DATE. The Board of Directors may fix a date as the record date
for determination of the stockholders entitled to notice of or to vote at any
meeting of stockholders, or to express consent to, or dissent from, any proposal
without a meeting, or to receive payment of any dividend or allotment of any
rights, or to take or be the subject of any other action. The record date must
be not less than ten (10) nor more than sixty (60) days before the date of the
meeting, nor more than sixty (60) days prior to the proposed action. If no
record date is fixed, the record date will be as provided by law. A
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders which has been made as provided in this Section will apply to any
adjournment of the meeting, unless the Board of Directors fixes a new record
date for the adjourned meeting.

SECTION 6. STOCKHOLDERS OF RECORD. The Corporation shall for all purposes be
entitled to treat a person registered on its books as the owner of those shares,
with the exclusive right, among other things, to receive dividends and to vote
with regard to those shares, and the Corporation will not be bound to recognize
any equitable or other claim to or interest in shares of its stock on the part
of any other person, whether or not the Corporation has notice of the claim or
interest of the other person, except as otherwise provided by the laws of
Delaware.


                                   ARTICLE IX

                                 INDEMNIFICATION

SECTION 1. SUITS BY THIRD PARTIES. The Corporation shall indemnify any person
who was or is made a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of

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another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was unlawful.

SECTION 2. DERIVATIVE SUITS. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

SECTION 3. INDEMNIFICATION AS OF RIGHT. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article, or in defense of any claim, issue or matter therein, the
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection therewith.

SECTION 4. DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification
under Sections 1 and 2 of this Article (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2. Such determination will be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel (compensated by the Corporation) in a
written opinion, or (3) by the stockholders.

SECTION 5. ADVANCE OF FUNDS. Expenses (including attorneys fees)incurred by an
officer, director, employee or agent in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that the person is not entitled to be indemnified by the Corporation
as authorized in this Article.

SECTION 6. NON-EXCLUSIVITY. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office.

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SECTION 7. SUCCESSORS AND ASSIGNS. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall, unless
otherwise provided, when authorized or ratified continue as to a person who has
ceased to be a director, officer or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

SECTION 8. INSURANCE PREMIUMS. The Corporation may 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 a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
the person and incurred by him in any such capacity, or arising out of the
person's status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.

SECTION 9. REFERENCES TO "CORPORATION". References in this Article to "the
Corporation" will include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, will
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

SECTION 10. REFERENCES TO CERTAIN TERMS. For purposes of this Article,
references to "other enterprises" will include employee benefit plans;
references to "fines" will include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" will include any service as a director, officer, employee or
agent of a subsidiary of the Corporation and any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan will be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

SECTION 11. APPLICATION OF ARTICLE. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article shall, unless
otherwise provided, when authorized or ratified continue as to a person who has
ceased to be a director, officer or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

SECTION 12. RETROACTIVE EFFECT. The provisions of this Article will be deemed
retroactive and will include all acts of the officers and directors of the
Corporation since the date of incorporation.


                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 1. CORPORATE SEAL. The corporate seal shall have inscribed on it the
name of the Corporation, the year of its creation, and such other appropriate
legend as the Board of Directors may from time to time determine. Unless
prohibited by the Board of Directors, a facsimile of the corporate seal may be
affixed or reproduced in lieu of the corporate seal itself.

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation will end on December
31, unless changed to such other date as the Board of Directors may prescribe.

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                                   ARTICLE XI

                                   AMENDMENTS

SECTION 1. BY-LAWS. These By-Laws may be amended or repealed, and new By-Laws
may be adopted, amended or repealed (a) at any regular or special meeting of
stockholders, or (b) by the affirmative vote of a majority of the entire Board
of Directors at any regular or special meeting of the Board of Directors. An
amendment to the ByLaws which changes the number of Directors may only be
adopted by the approval of a majority of the outstanding shares, and any such
change that reduces the number of Driectors cannot be adopted if the votes cast
against its adoption are equal to more than sixteen and two-thirds (16 2/3)
percent of the outstanding shares entitled to vote.


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