BY-LAWS





OF





FUDA FAUCET WORKS,
INC.





ARTICLE
I





Offices





SECTION 1.  Registered
Office.  The registered office of Fuda Faucet Works, Inc. (the
“Corporation”) in the State of Delaware, shall be in the city of Wilmington,
county of New Castle, Delaware.





SECTION 2.  Other
Offices.  The Corporation may also have offices at other places
either within or without the State of Delaware.





ARTICLE
II





Meetings of
Stockholders





SECTION 1.  Annual
Meetings.  The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on such date and
at such place and hour as shall be designated by the Board of Directors (the
“Board”) in the notice thereof.





SECTION 2.  Special
Meetings.  A special meeting of the stockholders for any
purpose or purposes may be called at any time by the Board, the Chief Executive
Officer, the Chairman of the Board, the President, a majority of the Directors
then in office or by holders of 50% or more of all shares of stock entitled to
vote at such meeting, and such meeting shall be held on such date and at such
place and hour as shall be designated in the notice thereof.





SECTION 3.  Notice of
Meetings.  Except as otherwise expressly required by these
By-laws or by law, notice of each meeting of the stockholders shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to notice of, or to vote at, such meeting by
delivering a typewritten or printed notice thereof to such stockholder
personally or by depositing such notice in the United States mail, postage
prepaid, directed to such stockholder at his address as it appears on the stock
records of the Corporation or by transmitting notice thereof to him at such
address by telegraph, cable or other form of recorded
communication.  Every such notice shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Except as otherwise expressly required by law,
no publication of any notice of a meeting of the stockholders shall be required.
Notice of any adjourned meeting of the stockholders shall not be required to be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken, the adjourned meeting is held within 30 days thereafter
and a new record date for the adjourned meeting is not thereafter
fixed.




1





SECTION 4.  Quorum and Manner of
Acting.  Except as otherwise expressly required by law, if
stockholders holding of record a majority of the shares of stock of the
Corporation entitled to be voted shall be present in person or by proxy, a
quorum for the transaction of business at any meeting of the stockholders shall
exist.  In the absence of a quorum at any such meeting or any
adjournment or adjournments thereof, a majority in voting interest of those
present in person or by proxy and entitled to vote thereat, or, in the absence
therefrom of all the stockholders, any officer entitled to preside at, or to act
as secretary of, such meeting, may adjourn such meeting from time to time until
stockholders holding the amount of stock requisite for a quorum shall be present
in person or by proxy.  At any such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The absence from any meeting in
person or by proxy of stockholders holding the number of shares of stock of the
Corporation required by law, by the Certificate of Incorporation or by these
By-laws for action upon any given matter shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting if there shall be present thereat in person or by proxy stockholders
holding the number of shares of stock of the Corporation required in respect of
such other matter or matters.





SECTION 5.  Organization of
Meetings.  At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:





the Chairman of the Board;





the President;





any
      other officer of the Corporation designated by the Board to so act and
      preside;





any other officer of the Corporation
designated by a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote thereat; or





a stockholder of record of the
Corporation designated by a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote thereat.





The Secretary of the Corporation or, if
he shall be absent from or presiding over the meeting in accordance with the
provisions of this Section, the person (who shall be an Assistant Secretary of
the Corporation, if an Assistant Secretary shall be present thereat) whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting and
keep the minutes thereof.





SECTION 6.  Order of
Business.  The order of business at each meeting of the
stockholders shall be determined by the chairman of the meeting, but such order
of business may be changed by the vote of a majority in voting interest of those
present in person or by proxy at such meeting and entitled to vote
thereat.





SECTION 7.  Voting.





(a)           
Except as otherwise provided in the Certificate of Incorporation, including any
certificate of designation setting forth the rights, preferences and privileges
of the holders of any series of Preferred Stock of the Corporation, each
stockholder shall, at each meeting of the stockholders, be entitled to one vote
in person or by proxy for each share of Common Stock of the Corporation on the
matter in question held by him and registered in his name on the stock record of
the Corporation on the date fixed pursuant to these By-laws as the record date
for the determination of stockholders who shall be entitled to receive notice of
and to vote at such meeting; or, if no record date shall have been so fixed,
then at the close of business on the day next preceding the day on which notice
of the meeting shall be given or, if notice of the meeting shall be waived, at
the close of business on the day next preceding the day on which the meeting
shall be held.




2





(b)            
Shares of its own stock belonging to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum
purposes.  Any vote of stock of the Corporation may be held at any
meeting of the stockholders by the person entitled to vote the same in person or
by proxy appointed by an instrument in writing delivered to the Secretary or an
Assistant Secretary of the Corporation or the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after three years
from its date unless such proxy provides for a longer period.  The
attendance at any meeting of a stockholder who may theretofore have given a
proxy shall not have the effect of revoking the same unless he shall in writing
so notify the secretary of the meeting prior to the voting of the
proxy.  At all meetings of the stockholders, all matters, except as
otherwise provided in the Certificate of Incorporation, in these By-laws or by
law, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless required by law or so directed by the chairman of
the meeting, the vote at any meeting of the stockholders on any question need
not be by ballot.  On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his proxy if there be such proxy, and shall state
the number of shares voted.





SECTION 8.  Consent in Lieu of
Meeting.  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 in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  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,
and any certificate filed shall state that such written notice has been
given.





SECTION 9.  List of
Stockholders.  It shall be the duty of the Secretary or other
officer of the Corporation who shall have charge of the stock record, either
directly or through another officer of the Corporation or through a transfer
agent or transfer clerk appointed by the Board, to prepare and make, at least l0
days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least l0 days prior to the meeting,
either at the place where the meeting is to be held or at such other place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting.  Such list shall also be produced and
kept at the time and place of the meeting during the whole time thereof and may
be inspected by any stockholder who is present.  The stock record
shall be the only evidence as to who are the stockholders entitled to examine
the stock record, such list or the books of the Corporation or to vote in person
or by proxy at any meeting of the stockholders.





SECTION 10.  Inspectors.  Either
the Board or, in the absence of a designation of inspectors by the Board, the
chairman of the meeting may, in its or his discretion, appoint two or more
inspectors, who need not be stockholders, who shall receive and take charge of
ballots and proxies and decide all questions relating to the qualification of
those asserting the right to vote and the validity of ballots and
proxies.  In the event of the failure or refusal to serve of any
inspector designated by the Board, the chairman of the meeting shall appoint an
inspector to act in place of each such inspector designated by the
Board.  In the absence of a designation of inspectors by the Board and
the chairman of the meeting, the secretary of the meeting shall perform the
duties which would otherwise have been performed by the inspectors.





3




ARTICLE
III





Board of
Directors





SECTION 1.  General
Powers.  The property, business, affairs and policies of the
Corporation shall be managed by or under the direction of the
Board.





SECTION 2.  Number and Term of
Office.  The number of directors which shall constitute the
whole Board shall be one or more persons, as such number shall be fixed from
time to time by a vote of a majority of the whole Board.  The term
“whole Board” as used in these By-laws shall mean the number of positions on the
Board regardless of the number of directors then in office.  Each of
the directors of the Corporation shall hold office until the annual meeting
after his election and until his successor shall be elected and shall qualify or
until his earlier death or resignation or removal in the manner hereinafter
provided.





SECTION 3.  Election.  At
each annual meeting of the stockholders for the election of directors at which a
quorum is present, the persons receiving the greatest number of votes, up to the
number of directors to be elected, shall be the directors.  Directors
need not be stockholders of the Corporation or residents of the State of
Delaware.





SECTION 4.  Meetings.





(a)           Annual
Meetings.  As soon as practicable after each annual election of
directors, the Board shall meet for the purpose of organization, the election of
officers and the transaction of other business.





(b)           Regular
Meetings.  Regular meetings of the Board or any committee
thereof shall be held as the Board or such committee shall from time to time
determine.





(c)           Special
Meetings.  Special meetings of the Board, at which any and all
business may be transacted, shall be held whenever called by the President or by
a written call signed by any two or more directors and filed with the
Secretary.





(d)           Notice of
Meetings.  No notice of regular meetings of the Board or of any
committee thereof or of any adjourned meeting thereof need be
given.  The Secretary shall give notice to each director of each
special meeting of the Board or adjournment thereof, including the time and
place thereof.  Such notice shall be given not less than two (2) days
before the date of the meeting to each director by delivering a typewritten
notice thereof to such director personally or by depositing such notice in the
United States mail, postage prepaid by Express Mail or first class mail, or by
messenger service or overnight delivery service which guarantees next day
delivery, directed to such director at his residence or usual business address
or by transmitting notice thereof to him by telecopier or other form of recorded
communication, including recorded telephonic notice, provided, however, that if
notice of the meeting shall be given by first class mail, such notice shall be
given not less than five (5) days prior to the date of the
meeting.  Notice of any meeting of the Board or any committee thereof
shall not be required to be given to any director who shall attend such
meeting.  Any meeting of the Board or any committee thereof shall be a
legal meeting without any notice thereof having been given if all the directors
then in office shall be present thereat.  The purposes of a meeting of
the Board or any committee thereof need not be specified in the notice
thereof.




4





(e)           Time and Place of
Meetings.  Regular meetings of the Board or any committee
thereof shall be held at such time or times and place or places as the Board or
the committee may from time to time determine.  Each special meeting
of the Board or any committee thereof shall be held at such time and place as
the caller or callers thereof may determine.  In the absence of such a
determination, each meeting of the Board or any committee thereof shall be held
at such time and place as shall be designated in the notices or waiver of
notices thereof.





(f)           Quorum and Manner of
Acting.  Except as otherwise expressly required by these
By-laws or by law, a majority of the directors then in office and a majority of
the members of any committee shall be present in person at any meeting thereof
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of the directors present at any such meeting at which
a quorum is present shall be necessary for the passage of any resolution or for
an act to be the act of the Board or such committee.  In the absence
of a quorum, a majority of the directors present thereat may adjourn such
meeting from time to time until a quorum shall be present
thereat.  Notice of any adjourned meeting need not be
given.





(g)           Organization of
Meetings.  At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following order
of precedence:





(i)  the Chairman of the
Board;





(ii)  the Vice Chairman, or,
if there be more than one Vice Chairman, the Vice Chairman in order determined
by the Board of Directors;





(iii)  the President, if a
director; or





(iv)  any director chosen by
a majority of the directors present thereat.





(h)           Minutes.  The
Secretary or such other person present whom the chairman of the meeting shall
appoint, shall act as secretary of such meeting and keep the minutes
thereof.  The order of business at each meeting of the Board shall be
determined by the chairman of such meeting.





(i)           Consent in Lieu of
Meeting.  Any action required or permitted to be taken at any
meeting of the Board or 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 a
writing or writings, and such writing or writings are filed with the minutes of
the proceedings of the Board or committee.





(j)           Action by Communications
Equipment.  The directors may participate in a meeting of the
Board or any committee thereof by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.




5





SECTION 5.  Compensation.  Each
director, in consideration of his serving as such, shall be entitled to receive
from the Corporation such amount per annum and such fees for attendance at
meetings of the Board or of any committee, or both, as the Board shall from time
to time determine.  The Board may likewise provide that the
Corporation shall reimburse each director or member of a committee for any
expenses incurred by him on account of his  attendance at any such
meeting.  Nothing contained in this Section 5 shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor or to require the Board to provide for
compensation to directors.





SECTION 6.  Resignation, Removal and
Vacancies.





(a)           Any
director may resign at any time by giving written notice of his resignation to
the Board or the President of the Corporation.  Any such resignation
shall take effect at the time specified therein or when delivered to the Board
or the President, as the Board shall determine.  Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it
effective.





(b)           Any
director may be removed at any time for cause or without cause by vote of the
holders of record of a majority in voting interest of shares then entitled to
vote at an election of directors at a duly constituted meeting of
stockholders.  The vacancy in the Board caused by any such removal may
be filled by the stockholders at such meeting or, if not so filled, then by the
Board as provided in the next paragraph of these By-laws.  Any
director may also be removed at any time for cause by vote of a majority of the
whole Board.





(c)           In
case of any vacancy on the Board or in case of any newly created directorship, a
majority of the directors of the Corporation then in office, though less than a
quorum, or the sole remaining director may elect a director to fill the vacancy
or the newly created directorship for the unexpired portion of the term being
filled.  The director elected to fill such vacancy shall hold office
for the unexpired term in respect of which such vacancy occurred.





SECTION 7.  Committees.  The
Board from time to time may appoint from among its members an executive
committee and one or more other committees, each of which shall have one or more
members as the Board shall determine.  Each committee shall have and
may exercise such powers as the Board may delegate, to the extent permitted by
law.  The Board shall have power to change the members of any
committee at any time, to fill vacancies and to discharge any such committee,
either with or without cause, at any time.




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ARTICLE
IV





Officers





SECTION 1.  Election and Appointment and
Term of Office.





(a)           The
officers of the Corporation may be a Chairman of the Board or Co-Chairmen, one
or more Vice Chairmen, a President, such number, if any, of other Vice
Presidents (including Executive or Senior Vice Presidents) as the Board may from
time to time determine, a Secretary and a Treasurer and such officers as the
Board may from time to time determine.  The Chairman of the Executive
Committee may, if the Board of Directors so determines, be an officer of the
Corporation.  Each such officer shall be elected by the Board at its
annual meeting or such other time as the Board shall determine, and shall serve
at the discretion of the Board.  Two or more offices may be held by
the same person except that the same person shall not be both President and
Secretary.  The Board may elect or appoint (and may authorize the
President to appoint) such other officers (including one or more Assistant
Secretaries and Assistant Treasurers) as it deems necessary who shall have such
authority and shall perform such duties as the Board or the President may from
time to time prescribe.  The Board of Directors may, but shall not be
required to, designate one or more officers who shall hold the position(s) of,
and perform the duties of, the Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer and the Chief Accounting
Officer.





(b)           If
additional officers are elected or appointed during the year, each shall hold
office until the next annual meeting of the Board at which officers are
regularly elected or appointed and until his successor is elected or appointed
and qualified or until his earlier death or resignation or removal in the manner
hereinafter provided.





SECTION 2.  Duties and
Functions.





(a)           Chairman.  The
Chairman of the Board, if elected, shall preside over meetings of the Board of
Directors and shall perform such other duties as are expressly delegated to the
Chairman of the Board by the Board.  The Chairman of the Executive
Committee shall be a member of the Executive Committee and shall preside at
meetings of the Executive Committee and shall have such other duties as are
expressly delegated to him by the Board.





(b)           Vice
Chairman.  The Vice Chairman shall preside over meetings of the
Board of Directors in the absence of the Chairman of the Board and shall perform
such other duties as are expressly delegated to the Vice
Chairman.   If more than one Vice Chairman shall be elected, the
Board of Directors shall designate the order in which they preside over meetings
of the Board of Directors in the absence of the Chairman of the
Board.





(c)           Chief Executive
Officer.  The Chief Executive Officer, if elected, shall be
responsible for supervising the management of the business and affairs of the
Corporation, subject to the directions and limitations imposed by the Board of
Directors, these By-laws and the Certificate of Incorporation of this
Corporation.  All other officers shall report and be accountable to
the Chief Executive Officer, except as otherwise provided in these By-laws or as
otherwise determined by the Board of Directors.




7





(d)           Chief Operating
Officer.  The Chief Operating Officer, if elected, shall be
responsible for supervising the day to day operations of the business and
affairs of the Corporation, subject to the directions and limitations imposed by
the Board, the Chief Executive Officer and these By-laws, and shall report to
the Chief Executive Officer or to the Board of Directors, as the Board of
Directors shall determine.  All other officers involved with the
operations of the Corporation shall report and be accountable to the Chief
Operating Officer.





(e)           Chief Financial
Officer.  The Chief Financial Officer, if elected, shall be
responsible for supervising the Corporation’s overall financial planning and
financial controls and shall be responsible for the maintenance of the
Corporation’s books and records, subject to the directions and limitations
imposed by the Board, the Chief Executive Officer and these
By-laws.  All other officers involved with the financial and
accounting functions of the Corporation shall report and be accountable to the
Chief Financial Officer, and the Chief Financial Officer shall report to the
Chief Executive Officer or the Board of Directors, as the Board of Directors
shall determine.





(f)           Chief Accounting
Officer.  The Chief Accounting Officer, if elected, shall keep
true and full accounts of all assets, liabilities, receipts and disbursements
and other transactions of the Corporation and shall cause regular audits of the
books and records of the Corporation to be made, and shall have charge,
supervision and control of the accounting affairs of the Corporation, subject to
the directions and limitations imposed by the Board, the Chief Executive
Officer, the Chief Financial Officer and these By-laws.





(g)           President.  The
President shall be responsible for implementing the policies adopted by the
Board and shall report to the Board.  The President shall also have
the powers and duties delegated to him by these By-laws and such other powers
and duties as the Board may from time to time determine.





(h)           Vice
Presidents.  Each Vice President shall have such powers and
duties as shall be prescribed by the Board.





(i)           Secretary.  The
Secretary shall keep the records of all meetings of the stockholders, the Board
and all other committees, if any, in one or more books kept for that
purpose.  He shall give or cause to be given due notice of all
meetings in accordance with these By-laws and as required by law.  He
shall be custodian of the seal of the Corporation and of all contracts, deeds,
documents and other corporate papers, records (except accounting records) and
indicia of title to properties owned by the Corporation as shall not be
committed to the custody of another officer by the Board, or by the
President.  He shall affix or cause to be affixed the seal of the
Corporation to instruments requiring the same when the same have been signed on
behalf of the Corporation by a duly authorized officer.  He shall
perform all duties and have all powers incident to the office of Secretary and
shall perform such other duties as shall be assigned to him by the Board or the
President.  The Secretary may be assisted by one or more Assistant
Secretaries.





(j)           Treasurer.  The
Treasurer shall have charge and custody of all moneys, stocks, bonds, notes and
other securities owned or held by the Corporation, except those held elsewhere
at the direction of the Chief Executive Officer or the Board.  He
shall perform all duties and have all powers incident to the office of Treasurer
and shall perform such other duties as shall be assigned to him by the Board,
the Chief Executive Officer and the Chief Financial Officer.  The
Treasurer may be assisted by one or more Assistant Treasurers, and the Treasurer
shall report to the Chief Financial Officer or to such other officer as may be
designated by the Board or to the Board of Directors, as the Board of Directors
shall determine.





8




SECTION 3.  Resignation, Removal and
Vacancies.





(a)           Any
officer may resign at any time by giving written notice of his resignation to
the Board or the President.  Any such resignation shall take effect at
the time specified therein or when delivered to the Board, as the Board shall
determine.  Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.





(b)           Any
officer, agent or employee elected or appointed by the Board may be removed,
with or without cause, at any time by the Board.  Any officer, agent
or employee appointed by an officer may be removed, with or without cause, at
any time by the Board or such officer.  Any removal pursuant to
Section 2 or 3 of these By-laws shall not affect any rights which a terminated
employee shall have under any employment agreement between such person and the
Corporation which has been approved by the Board of Directors and has been
executed by an officer authorized by the Board to execute such
agreement.





(c)           A
vacancy in any office may be filled for the unexpired portion of the term in the
same manner as provided in these By-laws for election or appointment to such
office.





ARTICLE
V





Waiver of
Notices;  Place of Meetings





SECTION 1.  Waiver of
Notices.  Whenever notice is required to be given by the
Certificate of Incorporation, by these By-laws or  by law, a waiver
thereof in writing, signed by the person entitled to such notice or by an
attorney thereunto authorized, shall be deemed equivalent to notice, whether
given before or after the time specified therein and, in the case of a waiver of
notice of a meeting, whether or not such waiver specifies the purpose of or
business to be transacted at such meeting.  Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except where the
person attends the meeting 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 2.  Place of
Meetings.  Any meeting of the stockholders, the Board or any
committee of the Board may be held within or outside the State of
Delaware.





ARTICLE
VI





Execution and Delivery of
Documents; Deposits;  Proxies;


Books and
Records





SECTION 1.  Execution and Delivery of
Documents; Delegation. The Board shall designate the officers, employees
and agents of the Corporation who shall have power to execute and deliver deeds,
contracts, mortgages, bonds, debentures, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation and
may authorize such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation.  Such delegation may be by
resolution or otherwise, and the authority granted shall be general or confined
to specific matters, all as the Board may determine.





SECTION 2.  Deposits.  All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation or otherwise as the Board, the President,
or any other officer of the Corporation to whom power in that respect shall have
been delegated by the Board or these By-laws shall select.




9





SECTION 3.  Proxies in Respect of Stock
or Other Securities of Other Corporations.  The Chief Executive
Officer, the Chairman of the Board, the President or any other officer of the
Corporation designated by the Board shall have the authority from time to time
to appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation, to vote or
consent in respect of such stock or securities and to execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, such written proxies, powers of attorney or other instruments
as he may deem necessary or proper in order that the Corporation may exercise
such powers and rights.  Any such officer may instruct any person or
persons appointed as aforesaid as to the manner of exercising such powers and
rights.





SECTION 4.  Books and
Records.  The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board may from
time to time determine.





ARTICLE
VII





Indemnification





SECTION 1.  Right to
Indemnification.  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 she, or a person
of whom he or she 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 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 or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, 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,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in Section 2 of this Article VII, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of the Corporation.  The right to
indemnification conferred in this Article VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses incurred
by a director or officer in his or her capacity as a director of officer (and
not in any other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article VII or otherwise.  The Corporation may,
by action of the Board, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
directors and officers.




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SECTION 2.  Right of Claimant to Bring
Suit.  If a claim under Section 1 of this Article VII is not
paid in full by the Corporation within thirty (30) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim.  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 is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the
failure of the Corporation (including the Board, independent legal counsel or
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
Delaware General Corporation Law, nor an actual determination by the Corporation
(including the Board, independent legal counsel or 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 or conduct.





SECTION 3.  Non-Exclusivity of
Rights.  The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article VII 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 maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.





ARTICLE
VIII





Certificates; Stock Record;
Transfer and Registration;


New Certificates; Record
Date; etc.





SECTION 1.  Certificates for
Stock.





(a)           Every
owner of stock of the Corporation shall be entitled to have a certificate
certifying the number of shares owned by him in the Corporation and designating
the class of stock to which such shares belong, which shall otherwise be in such
form as the Board shall prescribe.  Each such certificate shall be
signed by, or in the name of the Corporation by, the Chief Executive Officer,
the Chairman of the Board, the President or a Vice President and by the Chief
Financial Officer, the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary of the Corporation.  Any or all of such
signatures may be facsimiles.





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(b)           In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.  Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled and a new certificate or certificates shall not be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled, except in cases provided for in Section 4 of this
Article.





SECTION 3.  Stock
Record.  A stock record in one or more counterparts shall be
kept of the name of the person, firm or corporation owning the stock represented
by each certificate for stock of the Corporation issued, the number of shares
represented by each such certificate, the date thereof and, in the case of
cancellation, the date of cancellation.  Except as otherwise expressly
required by law, the person in whose name shares of stock stand on the stock
record of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.





SECTION 4.  Transfer and Registration of
Stock.





(a)           Transfer.  The
transfer of stock and certificates of stock which represent the stock of the
Corporation shall be governed by the Uniform Commercial Code, as in effect in
Delaware and as amended from time to time.





(b)           Registration.  Registration
of transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, on the surrender of the certificate or certificates for such
shares properly endorsed or accompanied by a stock power duly
executed.





SECTION 5.  New
Certificates.





(a)           Lost, Stolen or Destroyed
Certificates.  Where a stock certificate has been lost,
apparently destroyed or wrongfully taken, the issuance of a new stock
certificate or the claims based on such certificate shall be governed by the
Uniform Commercial Code, as in effect in Delaware and amended from time to
time.





(b)           Mutilated
Certificates.  Where the holder of any certificate for stock of
the Corporation notifies the Corporation of the mutilation of such certificate
within a reasonable time after he has notice of it, the Corporation will issue a
new certificate for stock in exchange for such mutilated certificate theretofore
issued by it.





(c)           Bond.  The
Board may, in its discretion, require the owner of the lost, stolen, destroyed
or mutilated certificate to give the Corporation a bond in such sum, limited or
unlimited, in such form and with such surety or sureties sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
loss, theft, destruction or mutilation of any such certificate or the issuance
of any such new certificate.





SECTION 6.  Regulations.  The
Board may make such rules and regulations as it may deem expedient, not
inconsistent with these By-laws, concerning the issue, transfer and registration
of certificates for stock of the Corporation.  The Board may appoint
or authorize any officer or officers to appoint one or more transfer clerks or
one or more transfer agents and one or more registrars and may require all
certificates for stock to bear the signature or signatures of any of
them.




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SECTION 7.  Fixing Date for
Determination of Stockholders of Record.  In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than 60 nor less than l0 days before the
date of such meeting, nor more than 60 days prior to any other
action.  A determination of stockholders entitled to notice of or to
vote at a meeting of the stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.





ARTICLE
IX





Seal





The Board shall provide a corporate
seal which shall bear the full name of the Corporation and the year and state of
its incorporation.





ARTICLE
X





Fiscal
Year





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





ARTICLE
XI





Amendments





These By-laws may be amended, altered
or repealed by the vote of a majority of the whole Board; provided, however,
that the holders of a majority of the outstanding stock of the Corporation
entitled to vote in respect thereof, may, by their vote given at an annual
meeting or at any special meeting, amend or repeal any By-law made by the
Board.