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                                                           EXHIBIT 3.38.2




                                    BY-LAWS

                                       OF

                            COMMODORE HOLDINGS, INC.

                             A DELAWARE CORPORATION


                                   ARTICLE I

                                    OFFICES

         Section 1.       Registered Office.  The registered office of the
corporation in the State of Delaware shall be located at 32 Loockerman Square,
Suite L-100, Dover, Delaware 19901, in the County of Kent.  The name of the
corporation's registered agent at such address shall be The Prentice-Hall
Corporation System, Inc.  The registered office and/or registered agent of the
corporation may be changed from time to time by action of the board of
directors.

         Section 2.       Other Offices.  The corporation may also have offices
at such other places, both within and without 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 and Time of Meetings.  An annual meeting of the
stockholders shall be held each year for the purpose of electing directors and
conducting such other proper business as may come before the meeting.  The
date, time and place of the annual meeting may be determined by resolution of
the board of directors or as set by the president of the corporation.

         Section 2.       Special Meetings.  Special meetings of stockholders
may be called for any purpose (including, without limitation, the filling of
board vacancies and newly created directorships), and may be held at such time
and place, within or without the State of Delaware, as shall be stated in a
notice of meeting or in a duly executed waiver of notice thereof.  Such
meetings may be called at any time by two or more members of the board of
directors or the president and shall be called by the president upon the
written request of holders of shares entitled to cast not less than thirty
percent (30%) of the outstanding shares of any series or class of the
corporation's Capital Stock.

         Section 3.       Place of Meetings.  The board of directors may
designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting called by
the board of directors.  If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal executive office
of the corporation.

         Section 4.       Notice.  Whenever stockholders are required or
permitted to take action at a meeting, written or printed notice stating the
place, date, time, and, in the case of special meetings, the purpose or
purposes, of such meeting, shall be given to each stockholder entitled to vote
at such meeting not less than 10 nor more than 60 days before the date of the
meeting.  All such notices shall be delivered, either personally or by mail, by
or at the direction of the board of directors, the president or the secretary,
and if mailed, such
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notice shall be deemed to be delivered when deposited in the United States
mail, postage prepaid, addressed to the stockholder at his, her or its address
as the same appears on the records of the corporation.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends for the express 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 5.       Stockholders List.  The officer having charge of the
stock ledger of the corporation shall make, at least 10 days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         Section 6.       Quorum.  Except as otherwise provided by applicable
law or by the Certificate of Incorporation, a majority of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders.  If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time in
accordance with Section 7 of this Article, until a quorum shall be present or
represented.

         Section 7.       Adjourned Meetings.  When a meeting is adjourned to
another time and place, 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.  At the adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.  If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         Section 8.       Vote Required.  When a quorum is present, the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders, unless the question is one upon which by express
provisions of an applicable law or of the certificate of incorporation a
different vote is required, in which case such express provision shall govern
and control the decision of such question.  Where a separate vote by class is
required, the affirmative vote of the majority of shares of such class present
in person or represented by proxy at the meeting shall be the act of such
class.

         Section 9.       Voting Rights.  Except as otherwise provided by the
General Corporation Law of the State of Delaware or by the certificate of
incorporation of the corporation or any amendments thereto and subject to
Section 3 of Article VI hereof, every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
common stock held by such stockholder.

         Section 10.      Proxies.  Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him, her or it by proxy.  Every proxy must be signed by the stockholder
granting the proxy or by his, her or its attorney-in- fact.  No proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period.  A duly executed 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 proxy may be
made irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the Corporation generally.
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         Section 11.      Action by Written Consent.  Unless otherwise provided
in 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 such 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 and bearing
the dates of signature of the stockholders who signed the consent or consents,
shall be signed by the holders of outstanding stock having not less than a
majority of the shares entitled to vote, or, if greater, 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 the state of Delaware, or the corporation's principal
place of business, or an officer or agent of the corporation having custody of
the book or books in which proceedings of meetings of the stockholders are
recorded.  Delivery made to the corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested provided,
however, that no consent or consents delivered by certified or registered mail
shall be deemed delivered until such consent or consents are actually received
at the registered office.  All consents properly delivered in accordance with
this section shall be deemed to be recorded when so delivered.  No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation as required by this section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so recorded.
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.  Any action taken pursuant to such written consent or
consents of the stockholders shall have the same force and effect as if taken
by the stockholders at a meeting thereof.

                                  ARTICLE III

                                   DIRECTORS

         Section 1.       General Powers.  The business and affairs of the
corporation shall be managed by or under the direction of the board of
directors.

         Section 2.       Number, Election and Term of Office.  The number of
directors which shall constitute the first board shall be one (1).  Thereafter,
the number of directors shall be established from time to time by resolution of
the board.  The directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote in the election of directors.  The directors shall be elected in this
manner at the annual meeting of the stockholders, except as provided in Section
4 of this Article III.  Each director elected shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

         Section 3.       Removal and Resignation.  Any director or the entire
board of directors may be removed at any time, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors.  Whenever the holders of any class or series are entitled to elect
one or more directors by the provisions of the corporation's certificate of
incorporation, the provisions of this section shall apply, in respect to the
removal without cause or a director or directors so elected, to the vote of the
holders of the outstanding shares of that class or series and not to the vote
of the outstanding shares as a whole.  Any director may resign at any time upon
written notice to the corporation.

         Section 4.       Vacancies.  Except as otherwise provided by the
Certificate of Incorporation of the corporation or any amendments thereto,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority vote of the holders
of the corporation's outstanding stock entitled to vote thereon.  Each director
so chosen shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as herein provided.





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         Section 5.       Annual Meetings The annual meeting of each newly
elected board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of
stockholders.

         Section 6.       Other Meetings and Notice.  Regular meetings, other
than the annual meeting, of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by
resolution of the board.  Special meetings of the board of directors may be
called by or at the request of the president or vice president on at least 24
hours notice to each director, either personally, by telephone, by mail, or by
telegraph; in like manner and on like notice the president must call a special
meeting on the written request of at least a majority of the directors.

         Section 7.       Quorum.  Required Vote and Adjournment.  A majority
of the total number of directors shall constitute a quorum for the transaction
of business.  The vote of a majority of directors present at a meeting at which
a quorum is present shall be the act of the board of directors.  If a quorum
shall not be present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

         Section 8.       Committees.  The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation, which to the extent provided in such resolution or these by-laws
shall have and may exercise the powers of the board of directors in the
management and affairs of the corporation except as otherwise limited by law.
The board of directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.  Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors.  Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

         Section 9.       Committee Rules.  Each committee of the board of
directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by a resolution of
the board of directors designating such committee.  Unless otherwise provided
in such a resolution, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum.  In the event that a
member and that member's alternate, if alternates are designated by the board
of directors as provided in Section 8 of this Article III, of such committee is
or are absent or disqualified, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in place of any such absent or disqualified
member.

         Section 10.      Communications Equipment.  Members of the board of
directors or any committee thereof may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.

         Section 11.      Waiver of Notice and Presumption of Assent.  Any
member of the board of directors or any committee thereof who is present at a
meeting shall be conclusively presumed to have waived notice of such meeting
except when such member attends for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened.  Such member shall be conclusively presumed
to have assented to any action taken unless his or her dissent shall be entered
in the minutes of the meeting or unless his or her written dissent to such
action shall be filed with the person acting as the secretary of the meeting
before the adjournment thereof or shall be forwarded by registered





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mail to the secretary of the corporation immediately after the adjournment of
the meeting.  Such right to dissent shall not apply to any member who voted in
favor of such action.

         Section 12.      Action by Written Consent.  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
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the board or
committee.

                                   ARTICLE IV

                                    OFFICERS

         Section 1.       Number.  The officers of the corporation shall be
elected by the board of directors and shall consist of a chairman, if any is
elected, a president, one or more vice presidents, a secretary, a treasurer,
and such other officers and assistant officers as may be deemed necessary or
desirable by the board of directors.  Any number of offices may be held by the
same person, except that no person may simultaneously hold the office of
president and secretary.  In its discretion, the board of directors may choose
not to fill any office for any period as it may deem advisable.

         Section 2.       Election and Term of Office.  The officers of the
corporation shall be elected annually by the board of directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
conveniently may be.  The president shall appoint other officers to serve for
such terms as he or she deems desirable.  Vacancies may be filled or new
offices created and filled at any meeting of the board of directors.  Each
officer shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as hereinafter provided.

         Section 3.       Removal.  Any officer or agent elected by the board
of directors may be removed by the board of directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

         Section 4.       Vacancies.  Any vacancy occurring in any office
because of death, resignation, removal, disqualification or otherwise, may be
filled by the board of directors for the unexpired portion of the term by the
board of directors then in office.

         Section 5.       Compensation.  Compensation of all officers shall be
fixed by the board of directors, and no officer shall be prevented from
receiving such compensation by virtue of his or her also being a director of
the corporation.

         Section 6.       The Chairman of the Board.  The Chairman of the
Board, if one shall have been elected, shall be a member of the board, an
officer of the Corporation, and, if present, shall preside at each meeting of
the board of directors or shareholders.  The Chairman of the Board shall, in
the absence or disability of the president, act with all of the powers and be
subject to all the restrictions of the president.  He shall advise the
president, and in the president's absence, other officers of the Corporation,
and shall perform such other duties as may from time to time be assigned to him
by the board of directors.

         Section 7.       The President.  The president shall be the chief
executive officer of the corporation.  In the absence of the Chairman of the
Board or if a Chairman of the Board shall have not been elected, the president
shall preside at all meetings of the stockholders and board of directors at
which he or she is present; subject to the powers of the board of directors,
shall have general charge of the business, affairs and property





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of the corporation, and control over its officers, agents and employees; and
shall see that all orders and resolutions of the board of directors are carried
into effect.  The president shall have such other powers and perform such other
duties as may be prescribed by the board of directors or as may be provided in
these by-laws

         Section 8.       Vice-Presidents.  The vice-president, if any, or if
there shall be more than one, the vice- presidents in the order determined by
the board of directors shall, in the absence or disability of the president,
act with all of the powers and be subject to all the restrictions of the
president.  The vice-presidents shall also perform such other duties and have
such other powers as the board of directors, the president or these by-laws
may, from time to time, prescribe.

         Section 9.       The Secretary and Assistant Secretaries.  The
secretary shall attend all meetings of the board of directors, all meetings of
the committees thereof and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose.
Under the president's supervision, the secretary shall give, or cause to be
given, all notices required to be given by these by-laws or by law; shall have
such powers and perform such duties as the board of directors, the president or
these by-laws may, from time to time, prescribe; and shall have custody of the
corporate seal of the corporation.  The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary.  The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his or her signature.  The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by
the board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors, the
president, or secretary may, from time to time, prescribe.

         Section 10.      The Treasurer and Assistant Treasurer.  The treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name
and to the credit of the corporation as may be ordered by the board of
directors; shall cause the funds of the corporation to be disbursed when such
disbursements have been duly authorized, taking proper vouchers for such
disbursements; and shall render to the president and the board of directors, at
its regular meeting or when the board of directors so requires, an account of
the corporation; shall have such powers and perform such duties as the board of
directors, the president or these by-laws may, from time to time, prescribe.
If required by the board of directors, the treasurer shall give the corporation
a bond (which shall be rendered every six years) in such sums and with such
surety or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of the office of treasurer and for the
restoration to the corporation, in case of death, resignation, retirement, or
removal from office, of all books, papers, vouchers, money, and other property
of whatever kind in the possession or under the control of the treasurer
belonging to the corporation.  The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors, shall in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer.  The assistant treasurers
shall perform such other duties and have such other powers as the board of
directors, the president or treasurer may, from time to time, prescribe.

         Section 11.      Other Officers, Assistant Officers and Agents.
Officers, assistant officers and agents, if any, other than those whose duties
are provided for in these by-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the board of
directors.

         Section 12.      Absence or Disability of Officers.  In the case of
the absence or disability of any officer of the corporation and of any person
hereby authorized to act in such officer's place during such





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officer's absence or disability, the board of directors may by resolution
delegate the powers and duties of such officer to any other officer or to any
director, or to any other person whom it may select.

                                   ARTICLE V

               INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

         Section 1.       Nature of Indemnity.  Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or a person of whom
he is the legal representative, is or was a director or officer, of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless
by the corporation to the fullest extent which it is empowered to do so by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including
attorneys' fees actually and reasonably incurred by such person in connection
with such proceeding and such indemnification shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except as
provided in Section 2 hereof, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such
person only if such proceeding was authorized by the board of directors of the
corporation.  The right to indemnification conferred in this Article V shall be
a contract right and, subject to Sections 2 and 5 hereof, shall include the
right to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition.  The corporation may, by action
of its board of directors, provide indemnification to employees and agents of
the corporation with the same scope and effect as the foregoing indemnification
of directors and officers.

         Section 2.       Procedure for Indemnification of Directors and
Officers.  Any indemnification of a director or officer of the corporation
under Section 1 of this Article V or advance of expenses under Section 5 of
this Article V shall be made promptly, and in any event within 30 days, upon
the written request of the director or officer.  If a determination by the
corporation that the director or officer is entitled to indemnification
pursuant to this Article V is required, and the corporation fails to respond
within sixty days to a written request for indemnity, the corporation shall be
deemed to have approved the request.  If the corporation denies a written
request for indemnification or advancing of expenses, in whole or in part, or
if payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article V shall be
enforceable by the director or officer in any court of competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the corporation.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the corporation to indemnify the claimant for the amount claimed, but the
burden of such defense shall be on the corporation.  Neither the failure of the
corporation (including its board of directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he or she 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 board





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of directors, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

         Section 3.       Nonexclusivity of Article V.  The rights to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

         Section 4.       Insurance.  The corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the corporation 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 him or her and incurred by
him or her in any such capacity, whether or not the corporation would have the
power to indemnify such person against such liability under this Article V.

         Section 5.       Expenses.  Expenses incurred by any person described
in Section 1 of this Article V in defending a proceeding shall be paid by the
corporation in advance of such proceeding's final disposition unless otherwise
determined by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.

         Section 6.       Employees and Agents.  Persons who are not covered by
the foregoing provisions of this Article V and who are or were employees or
agents of the corporation, or who are or were serving at the request of the
corporation as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the board of directors.

         Section 7.       Contract Rights.  The provisions of this Article V
shall be deemed to be a contract right between the corporation and each
director or officer who serves in any such capacity at any time while this
Article V and the relevant provisions of the General Corporation Law of the
State of Delaware or other applicable law are in effect, and any repeal or
modification of this Article V or any such law shall not affect any rights or
obligations then existing with respect to any state of facts or proceeding then
existing,

         Section 8.       Merger or Consolidation.  For purposes of this
Article V, references to "the corporation" shall 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, shall stand in the same position under this Article
V with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence had
continued.





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                                   ARTICLE VI

                             CERTIFICATES OF STOCK

         Section 1.       Form.  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 of the board, the president or a vice-president and the
secretary or an assistant secretary of the corporation, certifying the number
of shares owned by such holder in the corporation.  If such a certificate is
countersigned (1) by a transfer agent or an assistant transfer agent other than
the corporation or its employee or (2) by a registrar, other than the
corporation or its employee, the signature of any such chairman of the board,
president, vice-president, secretary, or assistant secretary may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature
or signatures have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation whether because of
death, resignation or otherwise before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures
have been used thereon had not ceased to be such officer or officers of the
corporation.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation.  Shares of stock of the corporation
shall only be transferred on the books of the corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the corporation may reasonably require, and accompanied by all necessary stock
transfer stamps.  In that event, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate or certificates, and record the transaction on its books.  The
board of directors may appoint a bank or trust company organized under the laws
of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the corporation.

         Section 2.       Lost Certificates.  The board of directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any
such certificate or the issuance of such new certificate.

         Section 3.       Fixing a Record Date for Stockholder Meeting. 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, 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 shall not be more than sixty nor less than
ten days before the date of such meeting.  If no record date is fixed by the
board of directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the close of
business on the next day 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.  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.





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<PAGE>   10
         Section 4.       Fixing a Record Date for Action by Written Consent.
In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of
directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors.  If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by statute, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in the State
of Delaware, 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 by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the board of directors and
prior action by the board of directors is required by statute, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action.

         Section 5.       Fixing a Record Date for Other Purposes.  In order
that the corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment or any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes 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, and which record date shall be not more than sixty days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.

         Section 6.       Subscriptions for Stock.  Unless otherwise provided
for in the subscription agreement, subscriptions for shares shall be paid in
full at such time, or in such installments and at such times, as shall be
determined by the board of directors.  Any call made by the board of directors
for payment on subscriptions shall be uniform as to all shares of the same
class or as to all shares of the same series.  In case of default in the
payment of any installment or call when such payment is due, the corporation
may proceed to collect the amount due in the same manner as any debt due the
corporation.

                                  ARTICLE VII

                               GENERAL PROVISIONS

         Section 1.       Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or any other purpose
and the directors may modify or abolish any such reserve in the manner in which
it was created.

         Section 2.       Checks, Drafts or Orders.  All checks, drafts, or
other orders for the payment of money by or to the corporation and all notes
and other evidences of indebtedness issued in the name of the corporation shall
be signed by such officer or officers, agent or agents of the corporation, and
in such manner, as shall be determined by resolution of the board of directors
or a duly authorized committee thereof





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<PAGE>   11
         Section 3.       Contracts.  The board of directors may authorize any
officer or officers, or any agent or agents, of the corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or confined to
specific instances.

         Section 4.       Loans.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is a director of the corporation or its subsidiary, whenever, in the judgment
of the directors, such loan, guaranty or assistance may reasonably be expected
to benefit the corporation.  The loan, guaranty or other assistance may be with
or without interest, and may be unsecured, or secured in such manner as the
board of directors shall approve, including, without limitation a pledge of
shares of stock of the corporation.  Nothing in this section contained shall be
deemed to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.

         Section 5.       Fiscal Year.  The fiscal year of the corporation
shall be fixed by resolution of the board of directors.

         Section 6.       Corporate Seal.  The board of directors may provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

         Section 7.       Voting Securities Owned By Corporation.  Voting
securities in any other corporation held by the corporation shall be voted by
the president, unless the board of directors specifically confers authority to
vote with respect thereto, which authority may be general or confined to
specific instances, upon some other person or officer.  Any person authorized
to vote securities shall have the power to appoint proxies, with general power
of substitution.

         Section 8.       Inspection of Books and Records.  Any stockholder of
record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the corporation's stock ledger,
a list of its stockholders, and its other books and records, and to make copies
or extracts therefrom.  A proper purpose shall mean any purpose reasonably
related to such person's interest as a stockholder.  In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall be directed to the corporation at its
registered office in the State of Delaware or at its principal place of
business.

         Section 9.       Section Headings. Section headings in these by-laws
are for convenience of reference only and shall not be given any substantive
effect in limiting or otherwise construing any provision herein.

         Section 10.      Inconsistent Provisions.  In the event that any
provision of these by-laws 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 of these by-laws shall not
be given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect.





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<PAGE>   12
                                  ARTICLE VIII

                                   AMENDMENTS

         These by-laws may be amended, altered, or repealed and new by-laws
adopted at any meeting of the board of directors by a majority vote.  The fact
that the power to adopt, amend, alter, or repeal the by-laws has been conferred
upon the board of directors shall not divest the stockholders of the same
powers.





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