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                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                           AMERICA SERVICE GROUP INC.

                                   ARTICLE 1

                                    OFFICES

         Section 1.1. Registered Office. The registered office of the
corporation shall be maintained in the City of New Castle, State of Delaware,
and the corporation is the Registered Agent at such address.

         Section 1.2. Other Offices. The corporation may also have an office or
offices at such other places as the Board of Directors may from time to time
determine or the business of the corporation may require.

                                    ARTICLE 2

                             STOCKHOLDERS' MEETINGS

         Section 2.1. Annual Meetings. The annual meeting of the stockholders,
commencing with the year 1992, shall be held at such place, date and hour as the
Board of Directors shall determine and designate in the notice or waiver of
notice thereof, at which they shall elect by ballot, by plurality vote, a Board
of Directors and transact such other business as may properly be brought before
the meeting.

         Section 2.2. Stockholders' List. At least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
shall be prepared by the Secretary or through a transfer agent or transfer clerk
appointed by the Board of Directors. 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 ten days prior to the meeting 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 2.3. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning at least
a majority of shares of the corporation issued and outstanding and entitled to
vote, by presenting a written request for such meeting to the Secretary of the
corporation. Such request shall state the purpose or purposes of the proposed
meeting.

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         Section 2.4. Notice of Meetings. Written notice of stockholder
meetings, stating 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, shall
be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. Such notices shall
be deemed given when personally delivered or when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the corporation.

         Section 2.5. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these By-Laws. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, or the President, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, of the place, date and hour of the adjourned meeting, until a quorum
shall again be present or represented by proxy. At the adjourned meeting at
which a quorum shall be present or represented by proxy, 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 2.6. Voting. When a quorum is present at any meeting, and
subject to the provisions of the General Corporation Law of the State of
Delaware, the Certificate of Incorporation and these By-Laws in respect of the
vote that shall be required for a specified action, the vote of the holders of a
majority of the shares having voting power, present in person or represented by
proxy, shall decide any question brought before such meeting. Each stockholder
shall have one vote for each share of stock having voting power registered in
his name on the books of the corporation, except as otherwise provided in the
Certificate of Incorporation.

         Section 2.7. 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 by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

         Section 2.8. Majority Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action by any provisions of the General Corporation Law of the
State of Delaware or of the Certificate of Incorporation or these By-Laws, the
meeting, notice of the meeting, and vote of stockholders may be dispensed with
if stockholders owning stock having not less than the minimum number of votes
which, by statute, the Certificate of Incorporation or these By-Laws, is
required to authorize such action at a meeting at which all shares entitled to
vote thereon were present and voted shall consent in writing to such corporate
action being taken; and such written

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consents shall be delivered to the corporation by delivery to its principal
place of business or to the Secretary of the corporation. Delivery to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested; provided that prompt notice of the taking of
such action must be given to those stockholders who have not consented in
writing.

                                    ARTICLE 3

                                    DIRECTORS

         Section 3.1. General Powers. The business and affairs 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 acts and
things as are not by the General Corporation Law of the State of Delaware nor by
the Certificate of Incorporation nor by these By-Laws directed or required to be
exercised or done by the stockholders.

         Section 3.2. Number of Directors. The number of directors which shall
constitute the whole Board shall be as determined from time to time by the Board
of Directors. The directors shall be elected at the annual meeting of the
stockholders, and each director shall hold office until his successor is elected
and qualified or until his earlier resignation or removal.

         Section 3.3. Vacancies. If the office of any director or directors
becomes vacant by reason of death, resignation, retirement, disqualification,
removal from office, or otherwise, or a new directorship is created, a majority
of the directors, though less than a quorum, or the holders of a plurality of
shares issued and outstanding and entitled to vote in elections of directors,
shall choose a successor or successors, or a director to fill the vacancy or
newly created directorship, who shall hold office for the unexpired term or
until the next election of directors.

         Section 3.4. Place of Meetings. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time determine, or as may be specified or
fixed in the respective notices or waivers of notice of such meetings.

         Section 3.5. Committee of Directors. The Board of Directors may
designate 1 or more committees, each committee to consist of 1 or more of the
directors of the corporation. The Board 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. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in the By-laws of the
corporation, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matter: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any By-law of the corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by



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the Board of Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

         Section 3.6. Compensation of Directors. Directors, as such, may receive
such stated salary for their services and/or such fixed sums and expenses of
attendance for attendance at each regular or special meeting of the Board of
Directors as may be established by resolution of the Board; provided that
nothing herein contained shall be construed to 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 3.7. Annual Meeting. The annual meeting of the Board of
Directors shall be held immediately following the annual meeting of stockholders
each year, or at such other time as the Board of Directors shall from time to
time determine or as may be specified or fixed in the notice or waiver of notice
of such meeting. Notice of any such meeting, unless waived, shall be given by
mail, facsimile or telegram to each director, at his address as the same may
appear on the records of the corporation, or in absence of such address at his
residence or usual place of business, at least three days before the day on
which such meeting is to be held.

         Section 3.8. Special Meetings. Special meetings of the Board of
Directors may be held at any time on the call of the President or at the request
in writing of any two directors then in office. Notice of any such meeting,
unless waived, shall be given by mail, facsimile or telegram to each director,
at his address as the same may appear on the records of the corporation, or in
absence of such address at his residence or usual place of business, at least
one day prior to the day on which such meeting is to be held if such notice is
by telegram, and not less than two days prior to the day on which such meeting
is to be held if such notice is by mail. If the Secretary shall fail or refuse
to give such notice, then the notice may be given by the officer or any one of
the directors calling the meeting. Any such meeting may be held at
such place as the Board may fix from time to time or as may be specified or
fixed in such notice or waiver thereof. Any meeting of the Board of Directors
shall be a legal meeting without any notice thereof having been given, if all
the directors shall be present thereat, and no notice of a meeting shall be
required to be given to any director who shall attend such meeting, except when
the director 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 3.9. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board of
Directors.

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         Section 3.10. Participation in Meeting by Means of Communication
Equipment. Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

         Section 3.11. Quorum and Manner of Acting. Except as otherwise provided
in these By-Laws, a majority of the total number of directors then constituting
the whole Board shall constitute a quorum at any regular or special meeting of
the Board of Directors. Except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws, the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum shall
be present. Notice of any adjourned meeting need not be given, except that
notice shall be given to all directors if the adjournment is for more than
thirty days.

         Section 3.12. Chairman of the Board. At each annual meeting of the
Board of Directors, or at such other times as the Board of Directors may
determine (which may be more or less frequently than annually) the Board of
Directors shall elect a director to serve as Chairman of the Board. The Chairman
of the Board shall preside over all meetings of the Board of Directors and shall
perform such other duties as the Board of Directors may from time to time
determine.

                                    ARTICLE 4

                                    OFFICERS

         Section 4.1. Executive Officers. The executive officers of the
corporation shall be a President, such number of Senior Vice Presidents and Vice
Presidents, if any, as the Board of Directors may determine, a Secretary, a
Treasurer and such other officers as may be determined from time to time by the
Board. One person may hold any number of said offices.

         Section 4.2. Election, Term of Office and Eligibility. The executive
officers of the corporation shall be elected annually by the Board of Directors
at its annual meeting or at a special meeting held in lieu thereof. Each
officer, except such officers as may be appointed in accordance with the
provisions of Section 4.3, shall hold office until his successor shall have been
duly chosen and qualified or until his earlier resignation or removal. None of
the officers need be members of the Board.

         Section 4.3. Subordinate Officers. The Board of Directors may appoint
such Assistant Secretaries, Assistant Treasurers, Controller and other officers,
and such agents as the Board may determine, to hold office for such period and
with such authority and to perform such duties as the Board may from time to
time determine. The Board may, by specific resolution, empower the chief
executive officer of the corporation to appoint any such subordinate officers or
agents.

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         Section 4.4. Removal. The President, any Senior Vice President or Vice
President, the Secretary and/or the Treasurer may be removed at any time, either
with or without cause, by resolution adopted by a vote of the majority of the
total number of directors then constituting the whole Board. Any subordinate
officer appointed pursuant to Section 4.3 may be removed at any time, either
with or without cause, by the majority vote of the directors present at any
meeting of the Board or by any committee or officer empowered to appoint such
subordinate officers.

         Section 4.5. Vacancies. A vacancy in any office due to death,
resignation, removal, disqualification, disability or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed by these
By-laws for the regular appointment or election to such office.

         Section 4.6. The President. The President shall be the chief executive
officer of the corporation. He shall have executive authority to see that all
orders and resolutions of the Board of Directors are carried into effect, and,
subject to the control vested in the Board of Directors by statute, by the
Certificate of Incorporation or by these By-Laws, shall administer and be
responsible for the management of the business and affairs of the corporation.
He shall preside at all meetings of the stockholders; and in general he shall
perform all duties incident to the office of the President and such other duties
as from time to time may be assigned to him by the Board of Directors.

         Section 4.7. Senior Vice Presidents and Vice Presidents. In the event
of the absence or disability of the President, each Senior Vice President and
Vice President, in the order designated, or in the absence of any designation,
then in the order of their election, shall perform the duties of the President.
The Senior Vice Presidents and Vice Presidents shall also perform such other
duties as from time to time may be assigned to them by the Board of Directors or
by the chief executive officer of the corporation.

         Section 4.8. The Secretary. The Secretary shall:

         (a) Keep the minutes of the meetings of the stockholders and of the
Board of Directors and record all votes;

         (b) See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;

         (c) Be custodian of the records and of the seal of the corporation and
see that the seal or a facsimile or equivalent thereof is affixed to or
reproduced on all documents, the execution of which on behalf of the corporation
under its seal is duly authorized;

         (d) Have charge of the stock record books of the corporation;

         (e) In general, perform all duties incident to the office of Secretary,
and such other duties as are provided by these By-Laws and as from time to time
are assigned to him by the Board of Directors or by the chief executive officer
of the corporation.

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         Section 4.9. Assistant Secretaries. If one or more Assistant
Secretaries shall be appointed pursuant to the provisions of Section 4.3
respecting subordinate officers, then, at the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary
(or in the absence of such designations, then any one of such Assistant
Secretaries) shall perform the duties of the Secretary and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary.

         Section 4.10. The Treasurer. The Treasurer shall:

         (a) Receive and be responsible for all funds of and securities owned or
held by the corporation and, in connection therewith, among other things: keep
or cause to be kept full and accurate records and accounts for the corporation;
deposit or cause to be deposited to the credit of the corporation all moneys,
funds and securities so received in such bank or other depositary as the Board
of Directors or an officer designated by the Board may from time to time
establish; and disburse or supervise the disbursement of the funds of the
corporation as may be properly authorized.

         (b) Render to the Board of Directors at any meeting thereof, or from
time to time when ever the Board of Directors or the chief executive officer of
the corporation may require, financial and other appropriate reports on the
condition of the corporation;

         (c) In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors or by the chief executive officer of the corporation.

         Section 4.11. Assistant Treasurers. If one or more Assistant Treasurers
shall be appointed pursuant to the provisions of Section 4.3 respecting
subordinate officers, then, at the request of the Treasurer, or in his absence
or disability, the Assistant Treasurer designated by the Treasurer (or in the
absence of such designation, then any one of such Assistant Treasurers) shall
perform all the duties of the Treasurer and when so acting shall have all the
powers of and be subject to all the restrictions upon, the Treasurer.

         Section 4.12. Bonds. If the Board of Directors or the chief executive
officer shall so require, any officer or agent of the corporation shall give
bond to the corporation in such amount and with such surety as the Board of
Directors or the chief executive officer, as the case may be, may deem
sufficient, conditioned upon the faithful performance of their respective duties
and offices.

         Section 4.13. Delegation of Duties. In case of the absence of any
officer of the corporation or for any other reason which may seem sufficient to
the Board of Directors, the Board of Directors may, for the time being, delegate
his powers and duties, or any of them, to any other officer or to any director.

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                                    ARTICLE 5

                                 SHARES OF STOCK

         Section 5.1. Regulation. Subject to the terms of any contract of the
corporation, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the stock of the corporation, including the issue of
new certificates for lost, stolen or destroyed certificates, and including the
appointment of transfer agents and registrars.

         Section 5.2. Stock Certificates. Certificates for shares of the stock
of the corporation shall be respectively numbered serially for each class of
stock, or series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the President, a
Senior Vice President or a Vice President, and by the Secretary or Treasurer, or
an Assistant Secretary or an Assistant Treasurer, provided that such signatures
may be facsimiles on any certificate countersigned by a transfer agent other
than the corporation or its employee. Each certificate shall exhibit the name of
the corporation, the class (or series of any class) and number of shares
represented thereby, and the name of the holder. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors.

         Section 5.3. Transfer of Shares. Shares of the capital stock of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender or
cancellation of a certificate or certificates for a like number of shares. As
against the corporation, a transfer of shares can be made only on the books of
the corporation and in the manner hereinabove provided, and the corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by the statutes
of the State of Delaware.

         Section 5.5. Fixing Date for Determination of Stockholders of Record.

         (a) 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
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 at the
close of business on the day next 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; providing, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

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         (b) 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. 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 the General Corporation Law of the State of Delaware, 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 by stockholders are recorded. Delivery made to a
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 the General
Corporation Law of the State of Delaware, 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.

         (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 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 5.6. Lost, Stolen and Destroyed Certificate. Any stockholder
claiming that a certificate representing shares of stock has been lost, stolen
or destroyed may make an affidavit or affirmation of the fact and, if the Board
of Directors so requires, advertise the same in a manner designated by the
Board, and give the corporation a bond of indemnity in form and with security
for an amount satisfactory to the Board (or an officer or officers designated by
the Board), whereupon a new certificate may be issued of the same tenor and
representing the same number, class and/or series of shares as were represented
by the certificate alleged to have been lost, stolen or destroyed.

                                    ARTICLE 6

                                BOOKS AND RECORDS

         Section 6.1. Location. The books, accounts and records of the
corporation may be kept at such place or places within or without the State of
Delaware as the Board of Directors may from time to time determine.

         Section 6.2. Inspection. The books, accounts, and records of the
corporation shall be open to inspection by any member of the Board of Directors
at all times; and open to inspection by the

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stockholders at such times, and subject to such regulations as the Board of
Directors may prescribe, except as otherwise provided by statute.

         Section 6.3. Corporate Seal. The corporate seal shall contain two
concentric circles between which shall be the name of the corporation and the
word "Delaware" and in the center shall be inscribed the words "Corporate Seal."

                                    ARTICLE 7

                             DIVIDENDS AND RESERVES

         Section 7.1. Dividends. The Board of Directors of the corporation,
subject to any restrictions contained in the Certificate of Incorporation and
other lawful commitments of the corporation, may declare and pay dividends upon
the shares of its capital stock either out of the surplus of the corporation, as
defined in and computed in accordance with the General Corporation Law of the
State of Delaware, or in case there shall be no such surplus, out of the net
profits of the corporation for the fiscal year in which the dividend is declared
and/or the preceding fiscal year. If the capital of the corporation, computed in
accordance with the General Corporation Law of the State of Delaware, shall have
been diminished by depreciation in the value of its property, or by losses, or
otherwise, to an amount less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets, the Board of Directors of the
corporation shall not declare and pay out of such net profits any dividends upon
any shares of any classes of its capital stock until the deficiency in the
amount of capital represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets shall have been repaired.

         Section 7.2. Reserves. The Board of Directors of the corporation may
set apart, out of any of the funds of the corporation available for dividends, a
reserve or reserves for any proper purpose and may abolish any such reserve.

                                    ARTICLE 8

                            MISCELLANEOUS PROVISIONS

         Section 8.1. Fiscal Year. The fiscal year of the corporation shall end
on the 31st day of December of each year.

         Section 8.2. Depositories. The Board of Directors or an officer
designated by the Board shall appoint banks, trust companies, or other
depositories in which shall be deposited from time to time the money or
securities of the corporation.

         Section 8.3. Checks, Drafts and Notes. All checks, drafts, or other
orders for the payment of money and all notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers or agent or agents as shall from time to time be designated by
resolution of the Board of Directors or by an officer appointed by the Board.


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         Section 8.4. Contracts and Other Instruments. The Board of Directors
may authorize any officer, agent or agents to enter into any contract or execute
and deliver any instrument in the name and on behalf of the corporation and such
authority may be general or confined to specific instances.

         Section 8.5. Waivers of Notice. Whenever any notice is required to be
given under the provisions of the General Corporation Law of the State of
Delaware or the Certificate of Incorporation or of these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a 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. 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.

         Section 8.6. Stock in Other Corporations. Any shares of stock in any
other corporation which may from time to time be held by this corporation may be
represented and voted at any meeting of shareholders of such corporation by the
President or a Vice President, or by any other person or persons thereunto
authorized by the Board of Directors, or by any proxy designated by written
instrument of appointment executed in the name of this corporation by its
President or a Vice President. Shares of stock belonging to the corporation need
not stand in the name of the corporation, but may be held for the benefit of the
corporation in the individual name of the Treasurer or of any other nominee
designated for the purpose by the Board of Directors. Certificates for shares so
held for the benefit of the corporation shall be endorsed in blank or have
proper stock powers attached so that said certificates are at all times in due
form for transfer, and shall be held for safekeeping in such manner as shall be
determined from time to time by the Board of Directors.

         Section 8.7. Indemnification.

         (a) Each person who was or is 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 for whom he is the legal representative,
is or was a director, officer of the corporation or is or was serving at the
request of the corporation as a director, officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the laws of Delaware as the same
now or may hereafter exist (but, in the case of any change, only to the extent
that such change authorizes the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such change)
against all costs, charges, expenses, liabilities and losses (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

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has ceased to be a director or officer and shall inure to the benefit of his
heirs, executors and administrators. The right to indemnification conferred in
this Section 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 upon receipt by 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 the director or officer is
not entitled to be indemnified under this Section or otherwise. 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.

         (b) If a claim under subsection (a) of this Section is not paid in full
by the corporation within thirty 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 also be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any 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
has been tendered to the corporation) that the claimant has failed to meet a
standard of conduct which makes it permissible under Delaware 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 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 permissible in the circumstances
because he has met such standard of conduct, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall be a defense to the action or
create a presumption that the claimant has failed to meet the required standard
of conduct.

         (c) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Section 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.

         (d) 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 expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under Delaware law.

         (e) To the extent that any director, officer, employee or agent of the
corporation is by reason of such position, or a position with another entity at
the request of indemnified against all

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costs and expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

         (f) Any amendment, repeal or modification of any provision of this
Section by the stockholders or the directors of the corporation shall not
adversely affect any right or protection of a director or officer of the
corporation existing at the time of such amendment, repeal or modification.

         Section 8.8. Amendment of By-Laws. The stockholders, by the affirmative
vote of the holders of a majority of the stock issued and outstanding and having
voting power may, at any annual or special meeting if notice of such alteration
or amendment of the By-Laws is contained in the notice of such meeting, adopt,
amend, or repeal these By-Laws, and alterations or amendments of By-Laws made by
the stockholders shall not be altered or amended by the Board of Directors.

         The Board of Directors, by the affirmative vote of a majority of the
whole Board, may adopt, amend, or repeal these By-Laws at any meeting, except as
provided in the above paragraph. By-Laws made by the Board of Directors may be
altered or repealed by the stockholders.

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