WEBCOR ELECTRONICS, INC.
           (hereinafter called the "Corporation")
                       AMENDED BY-LAWS
                          ARTICLE I
                           OFFICES
     Section 1.Registered Office.The registered office of
the Corporation shall be in the State of Delaware.
     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.
                         ARTICLE II
                   MEETING OF STOCKHOLDERS
     Section 1.Place of Meeting.Meetings of the stockholders
for the election of directors or for any other purpose shall
be held at such time and place, either within or without the
State of Delaware, as shall be designated from time to time
by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
     Section 2.Annual Meetings.The Annual Meetings of
stockholders shall be held on such date and at such time as
shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a
Board of Directors, and transact such other business as may
properly be brought before the meeting. At any annual
meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the
meeting in accordance with the Articles of Incorporation.
     Section 3.Special Meetings.Special Meetings of the
stockholders may be called by the Board of Directors, the
Chairman of the Board or the President. Upon request in
writing to the Secretary by any person entitled to call a
special meeting of the stockholders, the Secretary forthwith
shall cause notice to be given to the stockholders entitled
to vote that a meeting will be held at a time requested by
the person or persons calling the meeting. At any special
meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the
meeting in accordance with the Articles of Incorporation.
     Section 4.Notice of Meetings.Written notice of the
place, date, and time of all meetings of the stockholders
shall be given, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or as required from time
to time by the General Corporation Law of Delaware or the
Articles of Incorporation.
     Section 5.Quorum: Adjournment.With respect to any
matter, a quorum shall be present at a meeting of
stockholders if the holders of at least on-third (1/3) of
the shares entitled to vote on that matter are represented
at the meeting in person or by proxy. If a quorum shall fail
to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock entitled to
vote who are present, in person or by proxy, may adjourn the
meeting to another place, date or time without notice other
than announcement at the meeting, until a quorum shall be
present or represented.
     When a meeting is adjourned to another place, date or
time, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at
the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more
than thirty (30) days after the date for which the meeting
was originally noticed, or if a new record date is fixed for
the adjourned meeting, written notice of the place, date and
time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original
meeting.
     Section 6.Organization.At every meeting of the
stockholders, the chairman of the board, if there be one, or
in the case of a vacancy in the office or absence of the
chairman of the board, one of the following persons present
in the order stated shall act as chairman of the meeting:
the vice chairman of the board, if there be one, the
president, the vice presidents in their order of rank or
seniority, a chairman designated by the board of directors
or a chairman chosen by the stockholders in the manner
provided in Section 5 of this Article II. The secretary, or
in his absence, an assistant secretary, or in the absence of
the secretary and the assistant secretaries, a person
appointed by the chairman of the meeting, shall act as
secretary.
     Section 7.Proxies and Voting.At any meeting of the
stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the
meeting.
     Each stockholder shall have one vote for every share of
stock entitled to vote which is registered in his name on
the record date for the meeting, except as otherwise
provided herein or required by law or the Articles of
Incorporation.
     All voting, including on the election of directors but
except where otherwise provided herein or required by law or
the Articles of Incorporation, may be by a voice vote;
provided, however, that upon demand therefor by a
stockholder entitled to vote or such stockholder's proxy, a
stock vote shall be taken. Every stock vote shall be taken
by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as
may be required under the procedure established for the
meeting.
     All elections of directors shall be determined by a
plurality of the votes cast by the holders of shares
entitled to vote in the election of directors at a meeting
of stockholders at which a quorum is present. Except as
otherwise required by law or the Articles of Incorporation,
all matters other than the election of directors shall be
determined by the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and
represented in person or by proxy at a meeting of
stockholders at which a quorum is present.
     Section 8.Stock List.A complete list of stockholders
entitled to vote at any meeting of stockholders, arranged in
alphabetical order for each class of stock and showing the
address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the
examination of any such stockholder, for any purpose germane
to the meeting, during ordinary business hours for a period
of at least ten (10) days prior to the meeting, at the
registered office or principal place of business of the
Corporation.
     The stock list shall also be kept at the place of the
meeting during the whole time thereof and shall be open to
the examination of any such stockholder who is present. This
list shall presumptively determine the identity of the
stockholder entitled to vote at the meeting and the number
of shares held by each of them.
     Section 9.Inspectors of Election.In advance of any
meeting of stockholders, the Board of Directors may appoint
inspectors of election, who need not be stockholders, to act
at such meeting or any adjournment thereof. If inspectors of
election are not so appointed, the person presiding at any
such meeting may, and on the request of any stockholder
entitled to vote at the meeting and before voting begins
shall, appoint inspectors of election. The number of
inspectors shall be either one or three, as determined, in
the case of inspectors appointed upon demand of a
stockholder, by the stockholders in the manner provided in
Section 5 of this Article II, and otherwise by the Board of
Directors or person presiding at the meeting, as the case
may be. If any person who is appointed fails to appear or
act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the meeting, or at the
meeting by the person presiding at the meeting. Each
inspector, before entering upon the discharge of his duties,
shall take an oath faithfully to execute the duties of
inspector at such meeting.
     If inspectors of election are appointed as aforesaid,
they shall determine from the lists referred to in Section 8
of this Article II the number of shares outstanding, the
shares represented at the meeting, the existence of a quorum
and the voting power of shares represented at the meeting,
determine the authenticity, validity and effect of proxies,
receive votes or ballots, hear and determine all challenges
and questions in any way arising in connection with the
right to vote or the number of votes which may be cast,
count and tabulate all votes or ballots, determine the
results, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders entitled
to vote thereat. If there be three inspectors of election,
the decision, act or certificate of two shall be effective
in all respects as the decision, act or certificate of the
inspectors of election.
     Unless waived by vote of the stockholders conducted in
the manner which is provided in Section 5 of this Article,
the inspectors shall make a report in writing of any
challenge or question matter which is determined by them,
and execute a sworn certificate of any facts found by them.
     Section 10.Stockholder Actions by Written
Consent.Except as specifically provided for in a formal
certificate of rights, powers and designations relating to
the rights of the holders of one or more series of Preferred
Stock, or as otherwise provided in the Articles of
Incorporation, no action required to be taken or that may be
taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, and the
power of the stockholders of the Corporation to act by
written consent without a meeting is specifically denied.
     Section 11.Method of Giving Consent, Approval, etc.Any
vote, consent, approval, ratification or disapproval
required by these by-laws may be given as follows:
        (a)by a written Consent executed by the consenting
   Stockholder, provided that such Consent shall not have
   been withdrawn by the Consenting Stockholder by
   Notification to the Company at or prior to the time of
   the doing of such act or thing; or
        (b)by the affirmative vote by the Consenting
   Stockholder to the doing of the act or thing for which
   the Consent is solicited at any meeting called and held
   pursuant to these by-laws to consider the doing of such
   act or thing.
        (c)by failing to respond, within the time set forth
   in a Notice which specifies (i) the specific act or
   proposal for which Consent is being requested by the
   Company; (ii) that the Company intends to rely on the
   provisions of this Section 11(c) in determining whether
   the requisite percentage in interest of the Stockholders
   has consented to the specific act or proposal; and (iii)
   a Record Date not less than 20 days after the date of
   the Notice on which the specific act or proposal will be
   deemed approved unless at least 10% in Interest of the
   Stockholders object in writing prior to such Record
   Date.
                         ARTICLE III
                     BOARD OF DIRECTORS
     Section 1.Duties and powers.The business of the
Corporation shall be managed by or under the direction of
the Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as
are not by law or by the Articles of Incorporation or by
these By-laws directed or required to be exercise or done by
the stockholders.
     Section 2.Number and Term in Office.This Section 2 is
subject to the provisions in a formal certificate of rights,
powers and designations relating to the rights of the
holders of one or more series of Preferred Stock or other
provisions of the Corporation's Articles of Incorporation.
The authorized number of directors constituting the Board of
Directors until further changed shall not less than one (1)
nor more than nine (9) directors. The number of directors
may be changed from time to time by resolution duly adopted
by the Board of Directors or the stockholders, except as
provided in Section 3 of this Article III, directors shall
be elected by the holders of record of a plurality of the
votes cast at Annual Meetings of Stockholders, and each
director so elected shall hold office until the next Annual
Meeting and until his or her successor is duly elected and
qualified, or until his or her earlier resignation or
removal. Any director may resign at any time upon written
notice to the Corporation. Directors need not be
stockholders
     Section 3.Vacancies.This Section 3 is subject to the
provisions of the Corporation's Articles of Incorporation.
Vacancies and newly created directorships resulting from any
increase in the authorized member of directors may be filled
only by action of a majority of the Board of Directors then
in office, even if less than a quorum, or by a sole
remaining director.  Any director elected to fill a vacancy
not resulting from an increase in the number of directors
shall have the same remaining term as that of his
predecessor. Any director may resign at any time upon
written notice to the Corporation.
     Section 4.Nominations of Directors; Election.This
Section 4 is subject to the provisions of the Corporation's
Articles of Incorporation. Nominations for the election of
directors may be made by the Board of Directors or a
committee appointed by the Board of Directors, or by any
stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this
Section 4. Directors shall be at least 21 years of age and
need not be stockholders. Nominations, other than those made
by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice
shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than
60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of
business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public
disclosure was made.  Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a Director, (i) the
name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such
person, (iii) the number of shares of the Corporation which
are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such persons'
written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected); and (b) as
to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such
stockholder and (ii) the number of shares of the Corporation
which are beneficially owned by such stockholder.  No person
shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the
procedures set forth in this Article.  The Chairman of the
meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance
with the procedures prescribed herein, and if he should so
determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
     Section 5.Meetings.The Board of Directors of the
Corporation may hold meetings, both regular and special,
either within or without the State of Delaware. The first
meeting of each newly-elected Board of Directors shall be
held immediately following the Annual Meeting of
Stockholders and no notice of such meeting shall be
necessary to be given the newly-elected directors in order
legally to constitute the meeting, provided a quorum shall
be present. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as may
from time to time be determined by the Board of Directors.
Special meetings of the Board of Directors may be called by
the Chairman of the Board, the president or at least two of
the directors then in office. Notice thereof stating the
place, date and hour of the meetings shall be given to each
director by mail, telephone or telegram not less than
seventy-two (72) hours before the date of the meeting.
Meetings may be held at any time without notice if all the
directors are present or if all those not present waive such
notice in accordance with Section 2 of Article VI of these
By-laws.
     Section 6.Quorum.Except as may be otherwise
specifically provided by law, the Articles of Incorporation
or these By-laws, at all meetings of the Board of Directors,
a majority of the directors then in office shall constitute
a quorum for the transaction of business. The act of a
majority of the directors present at any meeting at which
there is a quorum 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 7.Action of Board Without a Meeting.Unless
otherwise provided by the Articles of Incorporation or these
By-laws, any action required or permitted to be taken at any
meeting of the Board of Directors of any committee thereof
may be taken without a meeting if all members of the Board
of Directors 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 of Directors or
committee.
     Section 8.Resignations.Any director of the Corporation
may resign at any time by giving written notice to the
president or the secretary. Such resignation shall take
effect at the date of the receipt of such notice or at any
later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
     Section 9.Organization.At every meeting of the Board of
Directors, the Chairman of the Board, if there be one, or,
in the case of a vacancy in the office or absence of the
Chairman of the Board, one of the following officers present
in the order stated shall act as Chairman of the meeting:
the president, the vice presidents in their order of rank
and seniority, or a chairman chosen by a majority of the
directors present. The secretary, or, in his absence, an
assistant secretary, or in the absence of the secretary and
the assistant secretaries, any person appointed by the
Chairman of the meeting shall act as secretary.
     Section 10.Committees.The Board of Directors may, by
resolution passed by a majority of the directors then in
office, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors
as alternate members of any committee, whom may replace any
absent or disqualified member at any meeting of any such
committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the
Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not such members constitute a quorum, may
unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or
disqualified member. Any committee, to the extent allowed by
law and provided in the By-laws or resolution establishing
such committee, shall have and may exercise all the powers
and authority of the Board of Directors in the management of
the business affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers
which may require it. Each committee shall keep regular
minutes and reports to the Board of Directors when required.
     Section 11.Compensation.Unless otherwise restricted by
the Articles of Incorporation or these By-laws, the Board of
Directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director. No
such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
     Section 12.Removal.This Section 12 is subject to the
provisions of the Corporation's Articles of Incorporation.
Except for such directors, if any, as are elected by the
holders of any series of Preferred Stock separately as a
class as provided for or fixed pursuant to the provisions of
the Articles of Incorporation, any director of the
Corporation may be removed from office only for cause and
only by the affirmative vote of the holders of not less than
sixty-six percent (66%) of the votes which could be cast by
holders of all outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election
of directors, considered for this purpose as one class.
                         ARTICLE IV
                          OFFICERS
     Section 1.General.The officers of the Corporation shall
be appointed by the Board of Directors and shall consist of
a Chairman of the Board or a President, or both, one or more
Vice Presidents, a Treasurer and a Secretary. The Board of
Directors may also choose one or more assistant secretaries
and assistant treasurers, and such other officers and agents
as the Board of Directors, in its sole and absolute
discretion shall deem necessary or appropriate as designated
by the Board of Directors from time to time. Any number of
offices may be held by the same person, unless the Articles
of Incorporation or these By-laws provide otherwise.
     Section 2.Election; Term of Office.The Board of
Directors at its first meeting held after each Annual
Meeting of Stockholders shall elect a Chairman of the Board
or a President, or both, one or more Vice Presidents, a
Secretary and a Treasurer, and may also elect at that
meeting or any other meeting, such other officers and agents
as it shall deem necessary or appropriate. Each officer of
the Corporation shall exercise such powers and perform such
duties as shall be determined from time to time by the Board
of Directors together with the powers and duties which are
customarily exercised by such officer; and each officer of
the Corporation shall hold office until such officer's
successor is elected and qualified or until such officer's
earlier resignation or removal. Any officer may resign at
any time upon written notice to the Corporation. The Board
of Directors may at any time, with or without cause, by the
affirmative vote of a majority of directors then in office,
remove an officer.
     Section 3.Chairman of the Board.The Chairman of the
Board shall preside at all meetings of the stockholders and
the Board of Directors and shall have such other duties and
powers as may be prescribed by the Board of Directors from
time to time.
     Section 4.President.The President shall be the chief
executive officer of the Corporation, shall have general and
active management of the business of the Corporation and
shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have
and exercise such further powers and duties as may be
specifically delegated to or vested in the President from
time to time by these By-laws or the Board of Directors. In
the absence of the Chairman of the Board or in the event of
his inability or refusal to act, or if the Board has not
designated a Chairman, the President shall perform the
duties of the Chairman of the Board, and when so acting,
shall have all the powers and be subject to all of the
restrictions upon the Chairman of the Board.
     Section 5.Vice President.In the absence of the
President or in the event of his inability or refusal to
act, the Vice President (or in the event that there be more
than one vice president, the vice presidents in the order
designated by the Board of Directors, or in the absence of
any designation, then in the order of their election) shall
perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President. The vice presidents shall
perform such other duties and have such other powers as the
Board of Directors or the President may from time to time
prescribe.
     Section 6.Secretary.The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereat in a
book or books to be kept for that purpose; the Secretary
shall also perform like duties for the standing committees
when required. The Secretary shall give, or cause to be
given notice of meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors
or the President. If the Secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors,
and if there be no Assistant Secretary, then either the
Board of Directors or the President may choose another
officer to cause such notice to be given. The Secretary
shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall
have authority to affix same to any instrument requiring it
and when so affixed, it may be attested to by the signature
of the Secretary or by the signature of any 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 to the affixing by his or her signature. The
Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law
to be kept or filed are properly kept or filed, as the case
may be.
     Section 7.Treasurer.The Treasurer shall have the
custody of the corporate funds and securities and shall keep
complete and accurate accounts of all receipts and
disbursements of the Corporation, and shall deposit all
monies and other valuable effects of the Corporation in its
name and to its credit in such banks and other depositories
as may be designated from time to time by the Board of
Directors. The Treasurer shall disburse the funds of the
Corporation, taking proper vouchers and receipts for such
disbursements, and shall render to the Board of Directors,
at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.
The Treasurer shall, when and if required by the Board of
Directors, give and file with the Corporation a bond, in
such form and amount and with such surety or sureties as
shall be satisfactory to the Board of Directors, for the
faithful performance of his or her duties as Treasurer. The
Treasurer shall have such other powers and perform such
other duties as the Board of Directors or the President
shall from time to time prescribe.
     Section 8.Other Officers.Such other officers as the
Board of Directors may choose shall perform such duties and
have such powers as from time to time may be assigned to
them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power
to choose such other officers and to prescribe their
respective duties and powers.
     Section 9.Resignations.Any officer may resign at any
time by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary shall
be deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
     Section 10.Removal.Any officer or agent may be removed,
either with or without cause, at any time, by the Board of
Directors at any meeting called for that purpose; provided,
however, that the President may remove any agent appointed
by him.
     Section 11.Vacancies.Any vacancy among the officers,
whether caused by death, resignation, removal or any other
cause, shall be filled in the manner which is prescribed for
election or appointment to such office.
                          ARTICLE V
                            STOCK
     Section 1.Form of Certificates.Every holder of stock in
the Corporation shall be entitled to have a certificate
signed, in the name of the Corporation (i) by the Chairman
of the Board or the President or a Vice President and (ii)
by the Treasurer or Secretary of the Corporation, certifying
the number of shares owned by such holder in the
Corporation.
     Section 2.Signatures.Any or all the signatures on the
certificate may be a facsimile. In case any officer,
transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same
effect as if such person were such officer, transfer agent
or registrar at the date of issue.
     Section 3.Lost Certificates.The Board of Directors may
direct a new certificate to be issued in place of any
certificate theretofore 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, 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 such owner's legal
representative, to advertise the same in such manner as the
Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost,
stolen or destroyed.
     Section 4.Transfers.Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-
laws. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing
and upon the surrender of the certificate therefor, which
shall be cancelled before a new certificate shall be issued.
     Section 5.Record Date.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 entitled to receive a distribution or share dividend, or
in order to make a determination of stockholders for any
other proper purpose, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty
(60) days and, in the case of a meeting of stockholders, not
less than ten (10) days before the date of such meeting or
event. A determination of stockholders shall apply to any
adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the
adjourned meeting.
     Section 6.Beneficial Owners.The Corporation shall be
entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as
otherwise provided by law.
     Section 7.Voting Securities Owned by the
Corporation.Powers of attorney, proxies, waivers of notice
of meeting, consents and other instruments relating to
securities owned by the Corporation may be executed in the
name of and on behalf of the Corporation by the Chairman of
the Board, the President, any Vice President or the
Secretary and any such officer may, in the name of and on
behalf of the Corporation take all such action as any such
officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which
the Corporation may own securities and at any such meeting
shall possess and may exercise any and all rights and powers
incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and
possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon any
other person or persons.
                         ARTICLE VI
                           NOTICES
     Section 1.Notice.Whenever, under the provisions of the
laws of Delaware or the Articles of Incorporation or these
By-laws, any notice, request, demand or other communication
is required to be or may be given or made to any officer,
director, or registered stockholder, it shall not be
construed to mean that such notice, request, demand or other
communication must be given or made in person, but the same
may be given or made by mail, telegraph, cablegram, telex,
or telecopier to such officer, director or registered
stockholder. Any such notice, request, demand or other
communication shall be considered to have been properly
given or made, in the case of mail, telegraph or cable, when
deposited in the mail or delivered to the appropriated
office for telegraph or cable transmission, and in other
cases when transmitted by the party giving or making the
same, directed to the officer or director at his address as
it appears on the records of the Corporation or to a
registered stockholder at his address as it appears on the
record of stockholders, or, if the stockholder shall have
filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address,
then directed to the stockholder at such other address.
Notice to directors may also be given in accordance with
Section 5 of Article III hereof.
     Whenever, under the provisions of the laws of this
state or the Articles of Incorporation or these these By-
laws, any notice, request, demand or other communication is
required to be or may be given or made to the Corporation,
it shall also not be construed to mean that such notice,
request, demand or other communication must be given or made
in person, but the same may be given or made to the
Corporation by mail, telegraph, cablegram, telex, or
telecopier. Any such notice, request, demand or other
communication shall be considered to have been properly
given or made, in the case of mail, telegram or cable, when
deposited in the mail or delivered to the appropriate office
for telegraph or cable transmission.
     Section 2.Waivers of Notice.Whenever any written notice
is required to be given under the provisions of the Articles
of Incorporation, these By-laws or a statute, a waiver
thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice
of such meeting.
Attendance of a person, either in person or by proxy at any
meeting, without protesting prior to the conclusion of the
meeting the lack of notice of such meeting, shall constitute
a waiver of notice of such meeting.
                         ARTICLE VII
                     GENERAL PROVISIONS
     Section 1.Dividends.Dividends upon the capital stock of
the Corporation, subject to applicable law and the
provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special
meeting or by any Committee of the Board of Directors having
such authority at any meeting thereof, and may be paid in
cash, in property, in shares of the capital stock, or in any
combination thereof. 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 Board of
Directors from time to time, in its absolute discretion,
deems proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for any proper purpose, and
the Board of Directors may modify or abolish any such
reserve.
     Section 2.Disbursements.All notes, checks, drafts and
orders for the payment of money issued by the Corporation
shall be signed in the name of the Corporation by such
officers or such other persons as the Board of Directors may
from time to time designate.
     Section 3.Corporation Seal.The corporate seal, if the
Corporation shall have a corporate seal, shall have
inscribed thereon the name of the Corporation, the year of
its organization 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.
                        ARTICLE VIII
                       INDEMNIFICATION
     Section 1.  Mandatory Indemnification of Directors and
Officers.Each person who at any time is or was a director or
officer of the Corporation, and who was, is or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (a
"Proceeding," which shall include any appeal in such a
Proceeding, and any inquiry or investigation that could lead
to such a Proceeding), by reason of the fact that such
person is or was a director or officer of the Corporation,
or is or was a director or officer of the Corporation
serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, employee,
agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan or other
enterprise shall be indemnified by the Corporation to the
fullest extent authorized by the General Corporation Law of
Delaware as the same exists or may hereafter be amended from
time to time (the "GCLD"), or any other applicable law as
may from time to time be in effect (but, in the case of any
such amendment or enactment, only to the extent that such
amendment or law permits the Corporation to provide broader
indemnification rights than such law prior to such amendment
or enactment permitted the Corporation to provide), against
judgments, penalties (including excise and similar taxes),
fines, settlements and reasonable expenses (including court
costs and attorneys' fees) actually incurred by such person
in connection with such Proceeding.  The Corporation's
obligations under this Section include, but are not limited
to, the convening of any meeting, and the consideration of
any matter thereby, required by statute in order to
determine the eligibility of any person for indemnification.
Expenses incurred in defending a Proceeding shall be paid by
the Corporation in advance of the final disposition of such
Proceeding to the fullest extent permitted, and only in
compliance with, the GCLD or any other applicable laws as
may from time to time be in effect.  The Corporation's
obligation to indemnify or to prepay expenses under this
Section1 shall arise, and all rights granted hereunder shall
vest, at the time of the occurrence of the transaction or
event to which such proceeding relates, or at the time that
the action or conduct to which such proceeding relates was
first taken or engaged in (or omitted to be taken or engaged
in), regardless of when such proceeding is first threatened,
commenced or completed.  Notwithstanding any other provision
of the Articles of Incorporation or these Bylaws, no action
taken by the Corporation, either by amendment of the
Articles of Incorporation or these Bylaws or otherwise,
shall diminish or adversely affect any rights to
indemnification or prepayment of expenses granted under this
Section1 which shall have become vested as aforesaid prior
to the date that such amendment or other corporate action is
taken.
     Section 2.  Permissive Indemnification of Employees and
Agents.The rights to indemnification and prepayment of
expenses which are conferred to the Corporation's directors
and officers by Section1 of this Article VIII may be
conferred upon any employee or agent of the Corporation if,
and to the extent, authorized by its Board of Directors.
     Section 3.  Indemnity Insurance.The Corporation shall
have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar
functionary of another corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan,
or other enterprise, against any liability asserted against
him and incurred by him in any such capacity or arising out
of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under
the provisions of the GCLD.  Without limiting the power of
the Corporation to procure or maintain any kind of insurance
or other arrangement, the Corporation may, for the benefit
of persons indemnified by the Corporation (1) create a trust
fund, (2) establish any form of self-insurance, (3) secure
its indemnity obligation by grant of a security interest or
other lien on the assets of the Corporation, or (4)
establish a letter of credit, guaranty or surety
arrangement.
                         ARTICLE IX
                         AMENDMENTS
     Except as otherwise specifically stated within an
Article to be altered, amended or repealed these By-laws may
be altered, amended or repealed and new By-laws may be
adopted at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was
given in the notice of the meeting.
     The undersigned, as Secretary of the Corporation,
hereby attests to the foregoing By-Laws as the By-Laws of
the Corporation as approved by the Board of Directors.



                                        Sally Fonner, Acting
Secretary