CONVERA
TECHNOLOGIES, INC.




BY-LAWS




Adopted
as of December 21, 2000




Amended
as of February 26, 2003















TABLE
OF CONTENTS




Page




ARTICLE I  STOCKHOLDERS
            1




Section 1.01
            Annual
      Meetings
            1


Section 1.02
            Special
      Meetings
            1


Section 1.03
            Notice
      of Meetings; Waiver
            1


Section 1.04
            Quorum
            2


Section 1.05
            Voting
            2


Section 1.06
            Voting
      by Ballot
            2


Section 1.07
            Adjournment
            2


Section 1.08
            Proxies
            2


Section 1.09
            Organization;
      Procedure
            3


Section 1.10
            Consent
      of Stockholders in Lieu of Meeting
            3




ARTICLE
      II  BOARD OF DIRECTORS
            3




Section 2.01
            General
      Powers
            3


Section 2.02
            Number
      and Term of Office
            3


Section 2.03
            Election
      of Directors
            3


Section 2.04
            Annual
      and Regular Meetings
            3


Section 2.05
            Special
      Meetings; Notice
            4


Section 2.06
            Quorum;
      Voting
            4


Section 2.07
            Adjournment
            4


Section 2.08
            Action
      Without a Meeting
            4


Section 2.09
            Regulations;
      Manner of Acting
            4


Section 2.10
            Action
      by Telephonic Communications
            5


Section 2.11
            Resignations
            5


Section 2.12
            Removal
      of Directors
            5


Section 2.13
            Vacancies
      and Newly Created Directorships
            5


Section 2.14
            Compensation
            5


Section 2.15
            Reliance
      on Accounts and Reports, etc
            5




ARTICLE III  EXECUTIVE
      COMMITTEE AND OTHER COMMITTEES




Section 3.01
            How
      Constituted
            6


Section 3.02
            Powers
            6


Section 3.03
            Proceedings
            6


Section 3.04
            Quorum
      and Manner of Acting
            6


Section 3.05
            Action
      by Telephonic Communications
            7


Section 3.06
            Absent
      or Disqualified Members
            7


Section 3.07
            Resignations
            7


Section 3.08
            Removal
            7


Section 3.09
            Vacancies
            7


274993
 
 Table
of Contents
  (Continued)
  Page




ARTICLE IV  OFFICERS
            7




Section 4.01
            Number
            7


Section 4.02
            Election
            7


Section 4.03
            Salaries
            8


Section 4.04
            Removal
      and Resignation; Vacancies
            8


Section 4.05
            Authority
      and Duties of Officers
            8


Section 4.06
            The
      Chairman of the Board
            8


Section 4.07
            The
      President
            8


Section 4.08
            The
      Vice Presidents
            8


Section 4.09
            The
      Secretary
            8


Section 4.10
            The
      Treasurer
            9


Section 4.11
            Additional
      Officers
            10


Section 4.12
            Security
            10




ARTICLE V  CAPITAL
      STOCK
            10




Section 5.01
            Certificates
      of Stock
            10


Section 5.02
            Signatures;
      Facsimile
            10


Section 5.03
            Lost,
      Stolen or Destroyed Certificates
            11


Section 5.04
            Transfer
      of Stock
            11


Section 5.05
            Record
      Date
            11


Section 5.06
            Registered
      Stockholders
            12


Section 5.07
            Transfer
      Agent and Registrar
            12




ARTICLE VI  INDEMNIFICATION
            12




Section 6.01
            Nature
      of Indemnity
            12


Section 6.02
            Successful
      Defense
            13


Section 6.03
            Determination
      that Indemnification is Proper
            13


Section 6.04
            Advance
      Payment of Expenses
            13


Section 6.05
            Procedure
      for Indemnification of Directors and Officers


Section 6.06
            Survival;
      Preservation of Other Rights
            14


Section 6.07
            Insurance
            14


Section 6.08
            Severability
            15




ARTICLE VII  OFFICES
            15




Section 7.01
            Registered
      Office
            15


Section 7.02
            Other
      Offices
            15




ARTICLE VIII  GENERAL
      PROVISIONS
            15




Section 8.01
            Dividends
            15


Section 8.02
            Reserves
            15


Section 8.03
            Execution
      of Instruments
            15


Section 8.04
            Corporate
      Indebtedness
            16


Section 8.05
            Deposits
            16


Section 8.06
            Checks
            16


Section 8.07
            Sale,
      Transfer, etc. of Securities
            16


Section 8.08
            Voting
      as Stockholder
            16


Section 8.09
            Fiscal
      Year
            16


Section 8.10
            Seal
            17


Section 8.11
            Books
      and Records; Inspection
            17




ARTICLE IX  AMENDMENT
      OF BY-LAWS
            17




Section 9.01
            Amendment
            17




















CONVERA
TECHNOLOGIES, INC.




BY-LAWS






ARTICLE I









STOCKHOLDERS




Section 1.01                                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 properly may come before such meeting shall be held at such place,
within or without the State of Delaware, and on such date and at such hour as
may be fixed from time to time by resolution of the Board
of Directors and set forth in the notice or waiver of notice of the
meeting.  [Sections 211(a), (b).]*




Section 1.02                                Special
Meetings.  Special meetings of the stockholders may be called
at any time by the Chairman of the Board or by the President (or, in the event
of their absence or disability, by any Vice President), or by the Board of
Directors.  A special meeting shall be called by the Chairman of the
Board or the President (or, in the event of their absence or disability, by any
Vice President), or by the Secretary, immediately upon receipt of a written
request therefor by stockholders holding in the aggregate not less than a
majority of the outstanding shares of the Corporation at the time entitled to
vote at any meeting of the stockholders.  If such officers shall fail
to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting.  Such
special meetings of the stockholders shall be held at such places, within or
without the State of Delaware, as shall be specified in the respective notices
or waivers of notice thereof.  [Section 211(d).]




Section 1.03                                Notice of Meetings;
Waiver.  The Secretary or any Assistant Secretary shall cause
written notice of the place, date and hour of each meeting of the stockholders,
and, in the case of a special meeting, the purpose or purposes for which such
meeting is called, to be given personally or by mail, not less than ten nor more
than sixty days prior to the meeting, to each stockholder of record entitled to
vote at such meeting.  If such notice is mailed, it shall be deemed to
have been given to a stockholder when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
record of stockholders of the Corporation, or, if he 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 him at such other address.  Such
further notice shall be given as may be required by law.  No notice of
any meeting of stockholders need be given to any stockholder who submits a
signed waiver of notice, whether before or after the meeting.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in a written waiver of
notice.  The attendance of any stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.  [Sections 222,
229.]




Section 1.04                                Quorum.  Except
as otherwise required by law or by the Certificate of Incorporation, the
presence in person or by proxy of the holders of record of a majority of the
shares entitled to vote at a meeting of stockholders shall constitute a quorum
for the transaction of business at such
meeting.  [Section 216.]




Section 1.05                                Voting.  If,
pursuant to Section 5.05 of these By-Laws, a record date has been fixed,
every holder of record of shares entitled to vote at a meeting of stockholders
shall be entitled to one vote for each share outstanding in his name on the
books of the Corporation at the close of business on such record
date.  If no record date has been fixed, then every holder of record
of shares entitled to vote at a meeting of stockholders shall be entitled to one
vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting 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.  Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, the vote of a majority of the shares
represented in person or by proxy at any meeting at which a quorum is present
shall be sufficient for the transaction of any business at such
meeting.  [Sections 212(a), 216.]




Section 1.06                                Voting by
Ballot.  No vote of the stockholders need be taken by written
ballot, unless otherwise required by law.  Any vote which need not be
taken by ballot may be conducted in any manner approved by the
meeting.  [Sections 211(e), 212.]




Section 1.07                                Adjournment.  If
a quorum is not present at any meeting of the stockholders, the stockholders
present in person or by proxy shall have the power to adjourn any such meeting
from time to time until a quorum is present.  Notice of any adjourned
meeting of the stockholders of the Corporation need not be given if the place,
date and hour thereof are announced at the meeting at which the adjournment is
taken, provided, however, that if the
adjournment is for more than thirty days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.05 of
these By-Laws, a notice of the adjourned meeting, conforming to the requirements
of Section 1.03 hereof, shall be given to each stockholder of record
entitled to vote at such meeting.  At any adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted on the original date of the
meeting.  [Section 222(c).]




Section 1.08                                Proxies.  Any
stockholder entitled to vote at any meeting of the stockholders or to express
consent to or dissent from corporate action without a meeting may, by a written
instrument signed by such stockholder or his attorney-in-fact, authorize another
person or persons to vote at any such meeting and express such consent or
dissent for him by proxy.  No such proxy shall be voted or acted upon
after the expiration of three years from the date of such proxy, unless such
proxy provides for a longer period.  Every proxy shall be revocable at
the pleasure of the stockholder executing it, except in those cases where
applicable law provides that a proxy shall be
irrevocable.  [Sections 212(b), (c).]




Section 1.09                                Organization;
Procedure.  At every meeting of stockholders the presiding
officer shall be the Chairman of the Board or, in the event of his absence or
disability, the President or, in the event of his absence or disability, a
presiding officer chosen by a majority of the stockholders entitled to vote at
the meeting and present in person or by proxy.  The Secretary, or in
the event of his absence or disability, an appointee of the presiding officer,
shall act as Secretary of the meeting.  The order of business and all
other matters of procedure at every meeting of stockholders may be determined by
such presiding officer.




Section 1.10                                Consent of Stockholders in
Lieu of Meeting.  To the fullest extent permitted by law,
whenever the vote of stockholders at a meeting thereof is required or permitted
to be taken for or in connection with any corporate action, such action may be
taken without a meeting, without prior notice and without a vote of
stockholders, if 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
shall consent in writing to such corporate action being taken.




ARTICLE
II









BOARD
OF DIRECTORS




Section 2.01                                General
Powers.  Except as may otherwise be provided by law, by the
Certificate of Incorporation or by these By-Laws, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors and the Board of Directors may exercise all the powers of the
Corporation.  [Section 141(a).]




Section 2.02                                Number and Term of
Office.  The number of Directors shall be eight.  Each Director (whenever elected) shall hold office
until his successor has been duly elected and qualified, or until his earlier
death, resignation or removal. [Section 141(b).]




Section 2.03                                Election of
Directors.  The Directors shall be appointed initially by the
incorporator.  Thereafter, except as otherwise provided in
Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at
each annual meeting of the stockholders.  If the annual meeting for
the election of Directors is not held on the date designated therefor, the
Directors shall cause the meeting to be held as soon thereafter as
convenient.  At each meeting of the stockholders for the election of
Directors, provided a quorum is present, the Directors shall be elected by a
plurality of the votes validly cast in such
election.  [Sections 107, 108(a), 211(b), (c), 216.]




Section 2.04                                Annual and Regular
Meetings.  The annual meeting of the Board of Directors for the
purpose of electing officers and for the transaction of such other business as
may come before the meeting shall be held as soon as possible following
adjournment of the annual meeting of the stockholders at the place of such
annual meeting of the stockholders.  Notice of such annual meeting of
the Board of Directors need not be given.  The Board of Directors from
time to time may by resolution provide for the holding of regular meetings and
fix the place (which may be within or without the State of Delaware) and the
date and hour of such meetings.  Notice of regular meetings need not
be given, provided,
however, that if the
Board of Directors shall fix or change the time or place of any regular meeting,
notice of such action shall be mailed promptly, or sent by telegram, telex or
cable, to each Director who shall not have been present at the meeting at which
such action was taken, addressed to him at his usual place of business, or shall
be delivered to him personally.  Notice of such action need not be
given to any Director who attends the first regular meeting after such action is
taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting.  [Sections 141(g),
229, 230.]




Section 2.05                                Special Meetings;
Notice.  Special meetings of the Board of Directors shall be
held whenever called by the Chairman of the Board or by the President or, in the
event of their absence or disability, by any Vice President, at such place
(within or without the State of Delaware), date and hour as may be specified in
the respective notices or waivers of notice of such meetings.  Special
meetings of the Board of Directors may be called on 24 hours' notice, if notice
is given to each Director personally or by telephone, telex or telegram, or on
five days' notice, if notice is mailed to each Director, addressed to him at his
usual place of business.  Notice of any special meeting need not be
given to any Director who attends such meeting without protesting the lack of
notice to him, prior to or at the commencement of such meeting, or to any
Director who submits a signed waiver of notice, whether before or after such
meeting, and any business may be transacted
thereat.  [Sections 141(g), 229.]




Section 2.06                                Quorum;
Voting.  Except as otherwise required by these By-Laws, at all
meetings of the Board of Directors, the presence of a majority of the total
number of Directors shall constitute a quorum for the transaction of
business.  Except as otherwise required by law, 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.




Section 2.07                                Adjournment.  A
majority of the Directors present, whether or not a quorum is present, may
adjourn any meeting of the Board of Directors to another time or
place.  No notice need be given of any adjourned meeting unless the
time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of
Section 2.05 shall be given to each Director.




Section 2.08                                Action Without a
Meeting.  Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board of Directors consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of
Directors.  [Section 141(f).]




Section 2.09                                Regulations; Manner of
Acting.  To the extent consistent with applicable law, the
Certificate of Incorporation and these By-Laws, the Board of Directors may adopt
such rules and regulations for the conduct of meetings of the Board of Directors
and for the management of the property, affairs and business of the Corporation
as the Board of Directors may deem appropriate.  The Directors shall
act only as a Board, and the individual Directors shall have no power as
such.




Section 2.10                                Action by Telephonic
Communications.  Members of the Board of Directors may
participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear one another, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting.  [Section 141(i).]




Section 2.11                                Resignations.  Any
Director may resign at any time by delivering a written notice of resignation,
signed by such Director, to the Chairman or the President.  Unless
otherwise specified therein, such resignation shall take effect upon
delivery.  [Section 141(b).]




Section 2.12                                Removal of
Directors.  Any Director may be removed at any time, either for
or without cause, by vote of the stockholders entitled to vote for the election
of such Director.  Any vacancy in the Board of Directors caused by any
removal of a Director by vote of the stockholders may be filled by the
stockholders entitled to vote for the election of the Director so
removed.  If such stockholders do not fill such vacancy at the meeting
at which such removal was effected (or in the written instrument effecting such
removal, if such removal was effected by consent without a meeting), such
vacancy may be filled in the manner provided in Section 2.13 of these
By-Laws.  [Section 141(k).]




Section 2.13                                Vacancies and Newly Created
Directorships.  If any vacancies shall occur in the Board of
Directors, by reason of death, resignation, removal or otherwise, or if the
authorized number of Directors shall be increased, the Directors then in office
shall continue to act, and such vacancies and newly created directorships may be
filled by a majority of the Directors then in office, although less than a
quorum.  A Director elected to fill a vacancy or a newly created
directorship shall hold office until his successor has been elected and
qualified or until his earlier death, resignation or removal.  Any
such vacancy or newly created directorship may also be filled it any time by
vote of the stockholders entitled to elect the Director with respect to whom a
vacancy exists.  [Section 223.]




Section 2.14                                Compensation.  The
amount, if any, which each Director shall be entitled to receive as compensation
for his services as such shall be fixed from time to time by resolution of the
Board of Directors.  [Section 141(h).]




Section 2.15                                Reliance on Accounts and
Reports, etc.  A Director, or a member of any Committee
designated by the Board of Directors shall, in the performance of his duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or Committees of
the Board of Directors, or by any other person as to matters the member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.  [Section 141(e).]




ARTICLE III









EXECUTIVE
COMMITTEE AND OTHER COMMITTEES




Section 3.01                                How
Constituted.  The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more Committees, including an
Executive Committee, each such Committee to consist of such number of Directors
as from time to time may be fixed by the Board of Directors.  The
Board of Directors may designate one or more Directors as alternate members of
any such Committee, who may replace any absent or disqualified member or members
at any meeting of such Committee.  Thereafter, members (and alternate
members, if any) of each such Committee may be designated at the annual meeting
of the Board of Directors.  Any such Committee may be abolished or
re-designated from time to time by the Board of Directors.  Each
member (and each alternate member) of any such Committee (whether designated at
an annual meeting of the Board of Directors or to fill a vacancy or otherwise)
shall hold office until his successor shall have been designated or until he
shall cease to be a Director, or until his earlier death, resignation or
removal.  [Section 141(c).]




Section 3.02                                Powers.  During
the intervals between the meetings of the Board of Directors, the Executive
Committee, except as otherwise provided in this section or by resolutions of the
Board of Directors adopted from time to time by a majority of the whole Board,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the property, affairs and business of the
Corporation, including the power to declare dividends and to authorize the
issuance of stock.  Each such other Committee, except as otherwise
provided in this section, shall have and may exercise such powers of the Board
of Directors as may be provided by resolution or resolutions of the whole
Board.  Neither the Executive Committee nor any such other Committee
shall have the power or authority to:




(a)           approve
or adopt, or recommend to stockholders, any action or matter expressly required
by the Delaware General Corporation Law to be submitted to stockholders for
approval, or




(b)           amend
or repeal these By-Laws.




The
Executive Committee shall have, and any such other Committee may be granted by
the Board of Directors power to authorize the seal of the Corporation to be
affixed to any or all papers which may require
it.  [Section 141(c).]




Section 3.03                                Proceedings.  Each
such Committee may fix its own rules of procedure and may meet at such place
(within or without the State of Delaware), at such time and upon such notice, if
any, as it shall determine from time to time.  Each such Committee
shall keep minutes of its proceedings and shall report such proceedings to the
Board of Directors at the Meeting of the Board of Directors next following any
such proceedings.




Section 3.04                                Quorum and Manner of
Acting.  Except as may be otherwise provided in the resolution
creating such Committee, at all meetings of any Committee the presence of
members (or alternate members) constituting a majority of the total authorized
membership of such Committee shall constitute a quorum for the transaction of
business.  The act of the majority of the members present at any
meeting at which a quorum is present shall be the act of such
Committee.  Any action required or permitted to be taken at any
meeting of any such Committee may be taken without a meeting, if all members of
such Committee shall consent to such action in writing and such writing or
writings are filed with the minutes of the proceedings of the
Committee.  The members of any such Committee shall act only as a
Committee, and the individual members of such Committee shall have no power as
such.  [Sections 141(c), (f).]




Section 3.05                                Action by Telephonic
Communications.  Members of any Committee designated by the
Board of Directors may participate in a meeting of such Committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another, and participation in
a meeting pursuant to this provision shall constitute presence in person at such
meeting.  [Section 141(i).]




Section 3.06                                Absent or Disqualified
Members.  In the absence or disqualification of a member of any
Committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they 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.  [Section 141(c).]




Section 3.07                                Resignations.  Any
member (and any alternate member) of any Committee may resign at any time by
delivering a written notice of resignation, signed by such member, to the
Chairman or the President.  Unless otherwise specified therein, such
resignation shall take effect upon delivery.




Section 3.08                                Removal.  Any
member (and any alternate member) of any Committee may be removed at any time,
either for or without cause, by resolution adopted by majority of the whole
Board of Directors.




Section 3.09                                Vacancies.  If
any vacancy shall occur in any Committee, by reason of disqualification, death,
resignation, removal or otherwise, the remaining members (and any alternate
members) shall continue to act, and any such vacancy may be filled by the Board
of Directors.




ARTICLE IV









OFFICERS




Section 4.01                                Number.  The
officers of the Corporation shall be elected by the Board of Directors and shall
be a President and a Secretary.  The Board of Directors also may elect
a Chairman and one or more Vice Presidents, a Treasurer and one or more
Assistant Secretaries and Assistant Treasurers in such numbers as the Board of
Directors may determine.  Any number of offices may be held by the
same person.  No officer need be a Director of the
Corporation.  [Sections 142(a), (b).]




Section 4.02                                Election.  Unless
otherwise determined by the Board of Directors, the officers of the Corporation
shall be elected by the Board of Directors at its initial meeting and thereafter
annually at the annual meeting of the Board of Directors.  In the
event of the failure to elect officers at any annual meeting, officers may be
elected at any regular or special meeting of the Board of
Directors.  Subject to the provisions of Section 4.11, each
officer (whether chosen at any annual meeting of the Board of Directors or to
fill a vacancy or otherwise) shall hold office until the next succeeding annual
meeting of the Board of Directors and until his successor has been elected and
qualified, or until his earlier death, resignation or
removal.  [Section 142(b).]




Section 4.03                                Salaries.  The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.




Section 4.04                                Removal and Resignation;
Vacancies.  Any officer may be removed for or without cause at
any time by the Board of Directors.  Any officer may resign at any
time by delivering a written notice of resignation, signed by such officer, to
the Board of Directors the Chairman or the President.  Unless
otherwise specified therein, such resignation shall take effect upon
delivery.  Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise, shall be filled by the Board of
Directors.  [Sections 142(b), (e).]




Section 4.05                                Authority and Duties of
Officers.  The officers of the Corporation shall have such
authority and shall exercise such powers and perform such duties as may be
specified in these By-Laws or in a resolution of the Board of Directors which is
not inconsistent with these By-Laws, except that in any event each officer shall
exercise such powers and perform such duties as may be required by
law.  [Section 142(a).]




Section 4.06                                The Chairman of the
Board.  The Chairman of the Board shall preside at all meetings
of the stockholders and directors at which he is present, and shall exercise
such other powers and perform such other duties as may from time to time be
assigned to him by these By-Laws or by the Board of Directors.




Section 4.07                                The
President.  The President shall exercise such powers and
perform such duties as may from time to time be assigned to him by these By-Laws
or by the Board of Directors.




Section 4.08                                The Vice
Presidents.  Each Vice President shall exercise such powers and
perform such duties as from time to time may be assigned to him by these By-Laws
or by the Board of Directors or by the President.  At the request of
the President or in the event of his absence or disability, the Vice President
designated by the Board of Directors or, if no such designation shall have been
made, then the Vice President designated by the President shall perform all 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.  Any Vice
President may sign (unless the President or another Vice President shall have
signed), certificates representing shares of the Corporation the issuance of
which shall have been authorized by the Board of Directors.




Section 4.09                                The
Secretary.  The Secretary shall have the following powers and
duties:




(a)           He
shall keep or cause to be kept a record of all the proceedings of the meetings
of the stockholders and of the Board of Directors in books provided for that
purpose.




(b)           He
shall cause all notices to be duly given in accordance with the provisions of
these By-Laws and as required by law.




(c)           Whenever
any Committee shall be appointed pursuant to a resolution of the Board of
Directors, he shall furnish a copy of such resolution to the members of such
Committee.




(d)           He
shall be the custodian of the records and of the seal of the Corporation and
cause such seal (or a facsimile thereof) to be affixed to all certificates
representing shares of the Corporation prior to the issuance thereof and to all
instruments the execution of which on behalf of the Corporation under its seal
shall have been duly authorized in accordance with these By-Laws, and when so
affixed he may attest the same.




(e)           He
shall properly maintain and file all books, reports, statements, certificates
and all other documents and records required by law, the Certificate of
Incorporation or these By-Laws.




(f)           He
shall have charge of the stock books and ledgers of the Corporation and shell
cause the stock and transfer books to be kept in such manner as to show at any
time the number of shares of stock of the Corporation of each class issued and
outstanding, the names (alphabetically arranged) and the addresses of the
holders of record of such shares, the number of shares held by each holder and
the date as of which each became such holder of record.




(g)           He
shall sign (unless the Treasurer, an Assistant Treasurer or Assistant Secretary
shall have signed) certificates representing shares of the Corporation the
issuance of which shall have been authorized by the Board of
Directors.




(h)           He
shall perform, in general, all duties incident to the office of Secretary and
such other duties as may be given to him by these By-Laws or as may be assigned
to him from time to time by the Board of Directors or the
President.




Section 4.10                                The
Treasurer.  The Treasurer shall have the following powers and
duties:




(a)           He
shall have charge and supervision over and be responsible for the moneys,
securities, receipts and disbursements of the Corporation, and shall keep or
cause to be kept full and accurate records of all receipts of the
Corporation.




(b)           He
shall cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies or with such bankers or other depositaries as shall be selected
in accordance with Section 8.05 of these By-Laws.




(c)           He
shall cause the moneys of the Corporation to be disbursed by checks or drafts
(signed as provided in Section 8.06 of these By-Laws) upon the authorized
depositaries of the Corporation and cause to be taken and preserved proper
vouchers for all moneys disbursed.




(d)           He
shall render to the Board of Directors or the President, whenever requested, a
statement of the financial condition of the Corporation and of all his
transactions as Treasurer, and render a full financial report at the annual
meeting of the stockholders, if called upon to do so.




(e)           He
shall be empowered from time to time to require from all officers or agents of
the Corporation reports or statements giving such information as he may desire
with respect to any and all financial transactions of the
Corporation.




(f)           He
may sign (unless an Assistant Treasurer or the Secretary or an Assistant
Secretary shall have signed) certificates representing stock of the Corporation
the issuance of which shall have been authorized by the Board of
Directors.




Section 4.11                                Additional
Officers.  The Board of Directors may appoint such other
officers and agents as it may deem appropriate, and such other officers and
agents shall hold their offices for such terms and shall exercise such powers
and perform such duties as may be determined from time to time by the Board of
Directors.  The Board of Directors from time to time may delegate to
any officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and
duties.  Any such officer or agent may remove any such subordinate
officer or agent appointed by him, for or without
cause.  [Sections 142(a), (b).]




Section 4.12                                Security.  The
Board of Directors may require any officer, agent or employee of the Company to
provide security for the faithful performance of his duties, in such amount and
of such character as may be determined from time to time by the Board of
Directors.  [Section 142(c).]




ARTICLE V









CAPITAL
STOCK




Section 5.01                                Certificates of
Stock.  The shares of the Corporation shall be represented by
certificates, provided that the Board of Directors of the Corporation may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation.  Notwithstanding the
adoption of such a resolution by the Board of Directors, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
Corporation by the Chairman, or the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
representing the number of shares registered in certificate
form.  Such certificate shall be in such form as the Board of
Directors may determine, to the extent consistent with applicable law, the
Certificate of Incorporation and these
By-Laws.  [Section 158.]




Section 5.02                                Signatures;
Facsimile.  Any or all the signatures on such certificate may
be a facsimile.  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 be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of
issue.  [Section 158.]




Section 5.03                                Lost, Stolen or Destroyed
Certificates.  The Board of Directors may direct that a new
certificate or uncertificated shares be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Board of Directors of an affidavit of the owner
or owners of such certificate, setting forth such allegation.  The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate or uncertificated
shares.  [Section 167.]




Section 5.04                                Transfer of
Stock.  Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares, duly endorsed or accompanied by
appropriate evidence of succession, assignment or authority to transfer, the
Corporation shall issue a new certificate or uncertificated shares to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.  Transfer of uncertificated shares shall be governed by
applicable provisions of law.  Subject to the provisions of the
Certificate of Incorporation and these By-Laws, the Board of Directors way
prescribe such additional rules and regulations as it may deem appropriate
relating to the issue, transfer and registration of shares of the
Corporation.




Section 5.05                                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, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the date 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; provided,
however, that the Board
of Directors may fix a new record date for the adjourned meeting.  In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by law, 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,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall
be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by law, 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.  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 213.]




Section 5.06                                Registered
Stockholders.  Prior to due surrender of a certificate for
registration of transfer or transfer of uncertificated shares, the Corporation
may treat the registered owner as the person exclusively entitled to receive
dividends and other distributions, to vote, to receive notice and otherwise to
exercise all the rights and powers of the owner of the shares represented by
such certificate or such uncertificated shares, and the Corporation shall not be
bound to recognize any equitable or legal claim to or interest in such shares on
the part of any other person, whether or not the Corporation shall have notice
of such claim or interests.  Whenever any transfer of shares shall be
made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer if, when the certificates are presented to the
Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.  [Section 159.]




Section 5.07                                Transfer Agent and
Registrar.  The Board of Directors may appoint one or more
transfer agents and one or more registrars, and may require all certificates
representing shares to bear the signature of any such transfer agents or
registrars.




ARTICLE VI









INDEMNIFICATION




Section 6.01                                Nature of
Indemnity.  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was or has agreed to become a
director or officer of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as a director or officer, of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, and may
indemnify any parson who was or is a party or is threatened to be made a party
to such an action, suit or proceeding by reason of the fact that he is or was or
has agreed to become an employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in the
right of the Corporation to procure a judgment in its favor (a) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (b) no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.




The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith or in a manner in which he reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.




Section 6.02                                Successful
Defense.  To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 6.01 or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.




Section 6.03                                Determination that
Indemnification is Proper.  Any indemnification of a director
or officer of the Corporation under Section 6.01. (unless ordered by a
court) shall be made by the Corporation unless a determination is made that
indemnification of the director or officer is not proper in the circumstances
because he has not met the applicable standard of conduct set forth in
Section 6.01.  Any indemnification of an employee or agent of the
Corporation under Section 6.01 (unless ordered by a court) may be made by
the Corporation upon a determination that indemnification of the employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 6.01.  Any such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.




Section 6.04                                Advance Payment of
Expenses.  Expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this
Article.  Such expenses incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.  The Board of Directors may authorize the Corporation's
counsel to represent such director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.




Section 6.05                                Procedure for
Indemnification of Directors and Officers.  Any indemnification
of a director or officer of the Corporation under Sections 6.01 and 6.02 or
advance of costs, charges and expenses to a director or officer under
Section 6.04, shall be made promptly, and in any event within 30 days, upon
the written request of the director or officer.  If a determination by
the Corporation that the director or officer is entitled to indemnification
pursuant to this Article is required, and the Corporation fails to respond
within sixty days to a written request for indemnity, the Corporation shall be
deemed to have approved such request.  If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article shall be
enforceable by the director or officer in any court of competent
jurisdiction.  Such person's costs and expenses incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such action shall also be indemnified by the
Corporation.  It shall be a defense to any such action (other than an
action brought to enforce a Claim for the advance of costs, charges and expenses
under Section 6.04 where the required undertaking, if any, has been
received by the Corporation) that the claimant has not met the standard of
conduct set forth in Section 6.01, but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in
Section 6.01, nor the fact that there has been an actual determination by
the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.




Section 6.06                                Survival; Preservation of
Other Rights.  The foregoing indemnification provisions shall
be deemed to be a contract between the Corporation and each director, officer,
employee and agent who serves in any such capacity at any time while these
provisions as well as the relevant provisions of the Delaware General
Corporation Law are in effect and any repeal or modification thereof shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit, or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of facts.  Such a "contract right" may not be modified retroactively
without the consent of such director, officer, employee or agent.




The
indemnification provided by this Article VI shall not be deemed exclusive
of any other rights to which any person indemnified may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.




Section 6.07                                Insurance.  By
action of the Board of Directors, the Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him or on his behalf 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 this
Article.




Section 6.08                                Severability.  If
this Article or any portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall nevertheless
indemnify each director or officer and may indemnify each employee or agent of
the Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the fullest extent permitted by applicable law.




ARTICLE VII









OFFICES




Section 7.01                                Registered
Office.  The registered office of the Corporation in the State
of Delaware shall be located at The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle.  [Section 131.]




Section 7.02                                Other
Offices.  The Corporation may maintain offices or places of
business at such other locations within or without the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.  [Section 122(8).]




ARTICLE VIII









GENERAL
PROVISIONS




Section 8.01                                Dividends.  Subject
to any applicable provisions of law and the Certificate of Incorporation,
dividends upon the shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors and any
such dividend may be paid in cash, property, or shares of the
Corporation.  [Section 173.]




Section 8.02                                Reserves.  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 thinks proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may
similarly modify or abolish any such
reserve.  [Section 171.]




Section 8.03                                Execution of
Instruments.  Subject to any limitation contained in the
Certificate of Incorporation or these By-Laws, the Chairman of the Board or the
President may enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation and in the ordinary course of its
business.  The Board of Directors may, subject to any limitation
contained in the Certificate of Incorporation or these By-Laws, authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation.  Any such
authorization may be general or limited to specific contracts or
instruments.




Section 8.04                                Corporate
Indebtedness.  No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors.  Such authorization may be
general or confined to specific instances.  Loans so authorized may be
effected at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual.  All bonds,
debentures, notes and other obligations or evidences of indebtedness of the
Corporation issued for such loans shall be made, executed and delivered as the
Board of Directors shall authorize.  When so authorized by the Board
of Directors, any part of or all the properties, including contract rights,
assets, business or good will of the Corporation, whether then owned or
thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or
assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the Corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
Corporation.




Section 8.05                                Deposits.  Any
funds of the Corporation may be deposited from time to time in such banks, trust
companies or other depositaries as may be determined by the Board of Directors,
or by such officers or agents as may be authorized by the Board of Directors to
make such determination.




Section 8.06                                Checks.  All
checks or demands for money and notes of the Corporation shall be signed by such
officer or officers or such agent or agents of the Corporation, and in such
manner, as the Board of Directors from time to time may determine.




Section 8.07                                Sale, Transfer, etc. of
Securities.  To the extent authorized by the Board of
Directors, the Chairman of the Board, the President, or any Vice President
together with the Secretary or Treasurer or an Assistant Secretary or Assistant
Treasurer may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.




Section 8.08                                Voting as
Stockholder.  Unless otherwise determined by resolution of the
Board of Directors, the Chairman of the Board or the President shall have full
power and authority on behalf of the Corporation to attend any meeting of
stockholders of any corporation in which the Corporation may hold stock, and to
act, vote (or execute proxies to vote) and exercise in person or by proxy all
other rights, powers and privileges incident to the ownership of such
stock.  Such officers acting on behalf of the Corporation shall have
full power and authority to execute any instrument expressing consent to or
dissent from any action of any such corporation without a
meeting.  The Board of Directors may by resolution from time to time
confer such power and authority upon any other person or persons.




Section 8.09                                Fiscal
Year.  The fiscal year of the Corporation shall commence on the
first day of February in each calendar year and terminate on the 31st day of
January.




Section 8.10                                Seal.  The
seal of the Corporation shall be circular in form and shall contain the name of
the Corporation, the year of its incorporation and the words "Corporate Seal"
and "Delaware."  The form of such seal shall be subject to alteration
by the Board of Directors.  The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.




Section 8.11                                Books and Records;
Inspection.  Except to the extent otherwise required by law,
the books and records of the Corporation shall be kept at such place or places
within or without the State of Delaware as may be determined from time to time
by the Board of Directors.




ARTICLE IX









AMENDMENT
OF BY-LAWS




Section 9.01                                Amendment.  These
By-Laws may be amended, altered or repealed at any regular or special meeting of
the stockholders, if, in the case of such special meeting only, notice of such
amendment, alteration or repeal is contained in the notice or waiver of notice
of such meeting.  Any amendment, alteration or repeal must be approved
by holders of a majority of the voting power of the Corporation entitled to
vote.  These By-laws may also be amended, altered or repealed by a
majority of the whole Board of Directors.










*
              Citations
      are to the General Corporation Law of the State of Delaware, as in effect
      on December 21, 2000, are inserted for reference only, and do not
      constitute a part of the
By-Laws.


274993