BY-LAWS
                                       Of
                                  The GSI Group
                            (a Delaware Corporation)

                                     Adopted

                                 October 1, 1997


<PAGE>
                                Table of Contents

OFFICES


STOCKHOLDERS
2.1     ANNUAL  MEETING                                        1
2.2     SPECIAL  MEETINGS                                   1
2.3     PLACE  OF  MEETING                                   1
2.4     NOTICE  OF  MEETING                                   1
2.5     MEETING  OF  ALL  STOCKHOLDERS                         2
2.6     CLOSING  OF  TRANSFER  BOOKS  OR  FIXING  OF  RECORD  DATE     2
2.7     VOTING  LISTS                                        2
2.8     QUOROM                                             2
2.9     PROXIES                                             3
2.10     VOTING  OF  SHARES                                   3
2.11     VOTING  OF  SHARES  BY  CERTAIN  HOLDERS                    3
2.12     INFORMAL  ACTION  BY  STOCKHOLDERS                    3
2.13     VOTING  BY  BALLOT                                   4

DIRECTORS
3.1     GENERAL  POWERS                                        4
3.2     NUMBER,  TENURE  AND  QUALIFICATION                    4
3.3     REGULAR  MEETINGS                                   4
3.4     SPECIAL  MEETINGS                                   4
3.5     NOTICE                                             4
3.6     QUOROM                                             5
3.7     MANNER  OF  ACTING                                   5
3.8     VACANCIES                                             5
3.9     REMOVAL  OF  DIRECTORS                              5
3.10     COMPENSATION                                        5
3.11     PRESUMPTION  OF  ASSENT                              5
3.12     INFORMAL  ACTION  BY  BOARD  OF  DIRECTORS               6
3.13     PARTICIPATION  BY  CONFERENCE  TELEPHONE               6
3.14     COMMITTEES                                        6
3.15     DIRECTOR'S  PERSONAL  LIABILITY                         6

OFFICERS
4.1     NUMBER                                             7
4.2     ELECTION  AND  TERMS  OF  OFFICE                         7
4.3     REMOVAL                                             7
4.4     VACANCIES                                             7
4.5     THE  PRESIDENT                                        8
4.6     THE  VICE  PRESIDENTS                                   8
4.7     THE  TREASURER                                        8
4.8     THE  SECRETARY                                        8
4.9     ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES          8
4.10     SALARIES                                             9

INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS
5.1     ACTIONS  AGAINST  A  PERSON                              9
5.2     ACTIONS  BY  OR  IN  THE  RIGHT  OF  THE  CORPORATION          9
5.3     INDEMNIFICATION  IN  EVENT  OF  SUCCESSFUL  DEFENSE          10
5.4     BOARD  OF  DIRECTORS  APPROVAL                         10
5.5     ADVANCE  INDEMNITY  PAYMENTS                         10
5.6     NON-EXCLUSIVITY                                   10
5.7     INDEMNITY  INSURANCE                                   10
5.8     CONSOLIDATION                                        10
5.9     CONTRACTS,  LOANS,  CHECKS  AND  DEPOSITS               11
5.10     CONTRACTS                                             11
5.11     LOANS                                             11
5.12     CHECKS,  DRAFTS,  ECT.                                   11
5.13     DEPOSITS                                             12

CERTIFICATES  FOR  SHARES  AND  THEIR  TRANSFER
6.1     CERTIFICATES  FOR  SHARES                              12
6.2     TRANSFER  OF  SHARES                                   12

FISCAL  YEAR                                             12

DIVIDENDS                                                  13

SEAL                                                       13

WAIVER  OF  NOTICE                                        13

AMENDMENTS  TO  THE  BY-LAWS                              13
















THE  GSI  GROUP,  INC.  BY  LAWS

                                    ARTICLE 1
                                     OFFICES
                                     -------

     The  principal office of the Corporation shall be in the State of Illinois,
in  the  city of Assumption, County of Christian.  The Corporation may have such
other  offices,  either within or without the State of Illinois, as the business
of  the  Corporation  may  require  from  time  to  time.

     The  registered  office  of  the  Corporation  required  by  the  General
Corporation  Law  of Delaware to be maintained in the State of Delaware shall be
1013 Centre Road, Wilmington, DE 19805.  The name of the registered agent of the
Corporation  in  Delaware  shall  be  Corporation  Service  Company.

                                    ARTICLE 2
                                  STOCKHOLDERS
                                  ------------

2.1     ANNUAL  MEETING.  The  annual  meeting of the stockholders shall be held
not  less  than  thirty  (30)  days  after  delivery of the Corporation's annual
report,  but  within six (6) months after the end of each fiscal year, said date
to  be  fixed  by the Board of Directors, at such hour as shall be designated in
the  notice  of  the  meeting  for the purpose of electing directors and for the
transaction  of  such other business as may come before the meeting.  If the day
fixed for the annual meeting shall be a weekend or a legal holiday, such meeting
     shall  be  held  on  the  next  succeeding  business  day.
2.2     SPECIAL MEETINGS.  Special meetings of the stockholders may be called by
---     -----------------
     the  Chief  Executive Officer, by the Board of Directors, or by the holders
of  not  less  than  one-tenth of all the outstanding shares of the corporation.
2.3     PLACE  OF  MEETING.  The  Board  of  Directors  may designate any place,
---     -------------------
either  within or without the state of Delaware, as the place of meeting for any
---
stockholder  meeting  or for any special stockholder meeting called by the Board
of  Directors.  A  waiver of notice signed by all stockholders may designate any
place,  either  within  or  without  the State of Delaware, as the place for the
holding  of  such  meeting.
2.4     NOTICE OF MEETING.  Written or printed notice stating the place, day and
---     ------------------
the  hour of the meeting, and in the case of a special meeting, the purposes for
which  the meeting is called, shall be delivered not less than ten nor more than
sixty  days  before  the  date  of  the  meeting,  or in the case of a merger or
consolidation  not less than twenty nor more than sixty days before the meeting,
either  personally  or  by  mail,  by or at the direction of the Chief Executive
Officer,  or  the  Secretary,  or the officer or persons calling the meeting, to
each  stockholder  of  record  entitled to vote at such meeting.  If mailed such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed  to the stockholder at his address as it appears on the records of the
Corporation,  with  postage  thereon  prepaid.
2.5     MEETING  OF  ALL STOCKHOLDERS.  If all of the stockholders shall meet at
---     ------------------------------
any  time and place, either within or without the State of Delaware, and consent
to  the holding of a meeting at such time and place, such meeting shall be valid
without  call  or  notice, and at such meeting any corporate action my be taken.
2.6     CLOSING  OF TRANSFER BOOKS OR FIXING OF RECORD DATE.  For the purpose of
---     ----------------------------------------------------
determining  stockholders  entitled  to  notice  of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend, or in
order  to  make a determination of stockholders for any other purpose, the Board
of  Directors of the Corporation may provide that the stock transfer books shall
be  closed  for  a stated period but not to exceed, in any case, sixty days.  If
the  stock  transfer  books  shall  be  closed  for  the  purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books  shall  be  closed  for  at  least ten days, or in the case of a merger or
consolidation, at least twenty days, immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any  case  to be not more than sixty days and, for a meeting of stockholders not
less  than  ten days, or in the case of a merger or consolidation, not less than
twenty  days,  immediately  preceding such meeting.  If the stock transfer books
are not closed and no record date is fixed for the determination of stockholders
entitled  to  receive  payment  of  a  dividend, the date on which notice of the
meeting  is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for  such  determination  of  stockholders.
     2.7     VOTING LISTS.    The officer or agent having charge of the transfer
             -------------
books  for  shares  of  the Corporation shall make at least ten days before each
meeting  of  the  stockholders,  a complete list of the stockholders entitled to
vote  at  such  meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten days prior to
such  meeting, shall be kept on file at the registered office of the Corporation
and  shall  be subject to inspection by any stockholder at any time during usual
hours.  Such  list  shall be produced and kept open at the time and place of the
meeting  and  shall be subject to the inspection of stockholder during the whole
time of the meeting.  The original share ledger or transfer book, or a duplicate
thereof  kept  in  this  State,  shall be prima facie evidence as to who are the
stockholders  entitled  to examine such list or share ledger or transfer book or
to  vote  at  any  meetings  of  stockholders.
2.8     QUOROM.  Subject  to any provision of the Delaware General Corporate Law
        -------
in respect of the vote that shall be required for a specified action, a majority
of the outstanding shares of voting common stock of the Corporation, represented
in person or by proxy, shall constitute a quorum at any meeting of stockholders;
provided,  that  if  less  than  a majority of the outstanding voting shares are
represented at said meeting, a majority of the shares so represented may adjourn
the  meeting  from time to time without further notice; provided further that if
any  division  of  the  Delaware  General Corporation Law shall specify the vote
required  for  specified  action, the number of shares of voting common stock of
the Corporation, represented in person or by proxy, shall constitute a quorum at
any  meeting  of  stockholders.  If a quorum is present, the affirmative vote of
the majority of the voting shares represented at the meeting shall be the act of
the  stockholders,  unless  the  vote  of  a  greater  number is required by the
Delaware  General  Corporation  Law  or  the Amended and Restated Certificate of
Incorporation.
2.9     PROXIES.  At  all  meetings  of  stockholders, a stockholder may vote by
---     --------
proxy  executed  in  writing  by  the  stockholder  or  by  his  duly authorized
---
attorney-in-fact.  Such  proxy  shall  be  filed  with  the  Secretary  of  the
---
Corporation  before  or  at  the  time of the meetings.  No proxy shall be valid
---
after eleven months from date of its execution, unless otherwise provided in the
---
     proxy.
2.10     VOTING  OF  SHARES.  Subject to the provisions of Section 2.12 of these
----     -------------------
By-Laws,  each  outstanding share, regardless of class, shall be entitled to one
vote  upon  each  matter  submitted  to  vote  at  a  meeting  of  stockholders.
2.11     VOTING  OF  SHARES  BY CERTAIN HOLDERS.  Shares standing in the name of
----     ---------------------------------------
another corporation, domestic or foreign, may be voted to such officer, agent or
--
proxy  as  the  By-Laws of such corporation may prescribe, or, in the absence of
such  provision,  as  the  Board of Directors of such corporation may determine.
     Shares  standing  in  the  name  of  a  deceased person may be voted by his
administrator or executor, either in person or by proxy.  Shares standing in the
name  of  a  guardian,  conservator or a trustee may be voted by such fiduciary,
either  in  person or by proxy, but no guardian, conservator or trustee shall be
entitled,  as  such  fiduciary, to vote shares held by him without a transfer of
such  shares  into  his  name.
Shares  standing  in  the  name of a receiver may be voted by such receiver, and
shares  held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his name if authority so to do contained in an
appropriate  order  of  the  court  by  which  such  receiver  was  appointed.
A  stockholder  whose  shares  are pledged shall be entitled to vote such shares
until  the  shares  have  been  transferred  into  the  name of the pledgee, and
therafter  the  pledgee  shall  be  entitled  to vote the shares so transferred,
unless  otherwise  provided  by  such  parties.
Shares  of  its  own  stock  belonging  to  this corporation shall not be voted,
directly  or  indirectly, at any meeting and shall not be counted in determining
the  total  number  of  attending  shares  at  any  given  time.
2.12.     INFORMAL  ACTION  BY STOCKHOLDERS.  Any action required to be taken in
-----     ----------------------------------
any annual or special meeting of the stockholders, or any other action which may
     be taken at any annual or special meeting of the stockholders, may be taken
without  a  meeting,  without  prior  notice and without a vote, if a consent in
writing,  setting  forth  the action so taken, shall be signed by the holders of
outstanding  stock  having not less than the minimum number of votes that should
be  necessary  to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the  corporate  action  without a meeting by less than unanimous written consent
shall  be  given  to  those  stockholders  who  have  not  consented in writing.
     2.13     VOTING  BY  BALLOT.  Voting on any question or in any election may
              -------------------
be  viva  voce unless the presiding officer shall order or any stockholder shall
demand  that  voting  be  by  ballot.

                                    ARTICLE 3
                                    DIRECTORS
                                    ---------

3.1     GENERAL  POWERS.  The  business  and affairs of the Corporation shall be
        ----------------
managed  by  or  under  the  direction  of  its  Board  of  Directors.
3.2     NUMBER,  TENURE  AND  QUALIFICATION.  The  board  of  directors  of  the
Corporation shall consist of three (3) persons, which number may be increased by
unanimous  vote  of the then-existing directors.  The vacancy resulting from the
death,  resignation,  or  removal of a director shall be filled by the unanimous
decision  of  the  directors  then  in  office.  Any  director elected to fill a
vacancy  shall  have the same remaining term as that of his predecessor.  At the
next  election,  the  positions shall be filled by the unanimous decision of the
Shareholders  and  until  such decision is reached, that Board seat shall remain
vacant.
3.3     REGULAR  MEETINGS.  A regular meeting of the Board of Directors shall be
        ------------------
held  without  other notice than this By-Law, immediately after, and at the same
place  as,  the  annual meeting of the stockholders.  The Board of Directors may
provide,  by  resolution, the time and place, either within or without the State
of Delaware, for the holding of additional regular meetings without other notice
than  such  resolution.
3.4     SPECIAL  MEETINGS.  Special  meetings  of  the Board of Directors may be
        ------------------
called by or at the request of the Chief Executive Officer or any two directors.
The  person  or  persons  authorized  to  call  special meetings of the Board of
Directors  may fix any place, either within or without the State of Delaware, as
the  place  for  holding any special meeting of the Board of Directors called by
them.
3.5     NOTICE.  Notice of any special meeting shall be given at least five days
        -------
previous  thereto  by  written  notice  delivered  personally  or mailed to each
director  at his business address, or by telegram.  If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid.  If notice be given by telegram, such notice shall
be  deemed  to  be  delivered  when  the  telegram is delivered to the telegraph
company.   Any  director  may  waive notice of any meeting.  The attendance of a
director  at  any  meeting  shall constitute a waiver of notice of such meeting,
except  where  a director attends a meeting for the express purpose of objecting
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 Board of Directors need to be specified in the
notice  or  waiver  of  notice  of  such  meeting.
3.6     QUORUM.  A  majority  of  the number of directors fixed by these By-Laws
        -------
shall quote a quorum for the transaction of business at any meeting of the Board
of Directors, provided, that if less than a majority of such number of directors
are present at said meeting, a majority of the directors present may adjourn the
meeting  from  time  to  time  without  further  notice.
3.7     MANNER  OF ACTING. The act of the majority of the directors present at a
        ------------------
meeting at which a quorum is present shall be the act of the Board of Directors;
provided that, in the event that any matter to be voted on by the Board shall be
equally  divided,  the deadlock shall be resolved by the director serving as the
Chief  Executive  Officer.
3.8     VACANCIES.  Any  vacancy  occurring  in  the  Board of Directors and any
        ----------
directorship  to  be  filled by reason of an increase in the number of directors
may  be  filled  by  the unanimous vote of the stockholders at a special meeting
called for such purpose.  Any director elected to such vacancy shall hold office
until  the  next  annual  meeting  of  the  stockholders.
3.9     REMOVAL  OF  DIRECTORS. Any director or the entire Board of Directors of
        -----------------------
this  corporation  may be removed with or without cause at any annual or special
meeting  of  stockholders by the holders of a majority of the shares entitled to
vote  at  an  election  of  directors.
3.10     COMPENSATION.  The  Board  of  Directors,  by the affirmative vote of a
         -------------
majority  of directors then in office, and irrespective of any personal interest
of any of its members, shall have authority to establish reasonable compensation
of  all  directors,  the  directors  may  be  paid  their  expenses,  if any, of
attendance  at  each  meeting  of  the Board.  In the event the Internal Revenue
Service  shall  deem  any  compensation (including any fringe benefit) paid to a
director  to  be  unreasonable  or  excessive,  such  director must repay to the
Corporation  the  excess over what is determined by the Internal Revenue Service
to  be reasonable compensation, with interest on such excess at the rate of nine
percent  (9%)  per  annum,  with  ninety days after notice from the Corporation.
3.11     PRESUMPTION  OF ASSENT. A Director of the Corporation who is present at
         -----------------------
a  meeting  of the Board of Directors at which action on any corporate matter is
taken shall be conclusively presumed to have assented to the action taken unless
his  dissent  shall  be entered in the minutes of the meeting or unless he shall
file  his written dissent to such action with the person acting as the Secretary
of  the  meeting before the adjournment thereof or shall forward such dissent by
registered  mail  to  the  Secretary  of  the  Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who  voted  in  favor  of  such  action.
3.12     INFORMAL ACTION BY BOARD OF DIRECTORS. Any action required or permitted
         --------------------------------------
to  be  taken  at  any  meeting  of  the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or committee
consent  thereto  in writing and all such writings are filed with the minutes of
proceedings  of  the  Board  or  committee.
3.13     PARTICIPATION  BY  CONFERENCE  TELEPHONE.  Members  of  the  Board  of
         -----------------------------------------
directors  or  of  any  committee  designated  by  the  Board  of  Directors may
participate  in  a  meeting  of  such  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.  Participation in such meeting
shall  constitute attendance and presence in person at the meeting of the person
or  persons  so  participating.
3.14     COMMITTEES.  The  Board  of  Directors  may,  by resolution passed by a
         -----------
majority of the whole Board, designate one or more committees, each committee to
consist  of  one  or  more  of  the directors of the Corporation.  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.  In
the  absence  or  disqualification  of  a  member  of a 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.  Any  such  committee,  to  the  extent  provided  in  the
resolution  of  the  Board of Directors, or in these By-Laws, 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 amending the
Certificate of Incorporation by the Board of Directors, adopting an agreement of
merger  or  consolidation,  recommending to the stockholders the sale, lease, or
exchange  of  all or substantially all of the Corporation's property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  Corporation  or  a
revocation  of a dissolution, or amending the By-Laws  of the Corporation;  and,
unless the Board of Directors, By-Laws or Certificate of Incorporation expressly
so  provide,  no  such  committee shall have the power or authority to declare a
dividend,  to  authorize  the  issuance  of  stock, or to adopt a Certificate of
Ownership  and  Merger.
3.15     DIRECTORS'  PERSONAL  LIABILITY.  As  provided  in  the  Corporation's
         --------------------------------
Certificate  of  Incorporation,  no  director  shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as  a  director;  provided,  however,  that  the  foregoing  provision shall not
eliminate  or  limit  the  liability  of  a  director  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not  in  good  faith or which involve intentional misconduct or a
knowing  violation  of  law,  (iii) under Section 174 of Title 8 of the Delaware
Code (relating to the Delaware General Corporation Law) or any amendment thereto
or  successor  provision  thereto,  or  (iv)  for any transaction from which the
director  derived  an  improper personal benefit.  Neither the amendment nor the
repeal  of this provision in the Corporation's Certificate of Incorporation, nor
the  adoption  of any provision to the Certificate of Incorporation inconsistent
with  this  provision, shall eliminate or reduce the effect of this provision in
respect of any matter occurring, or any cause of action, suit or claim that, but
for  this  provision,  would accrue or arise, prior to such amendment, repeal or
adoption  of an inconsistent provision.  If the Delaware General Corporation Law
is  amended to authorize the further elimination of liability of directors, then
the  quality  of a director of the Corporation, in addition to the limitation on
personal liability for branch of fiduciary duty shall be limited to the furthest
extent  permitted by an amended Delaware General Corporation Law.  Any repeal or
modification  of  this Article 3 by the stockholders of the Corporation shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability  of  a director of the Corporation existing at the time of such repeal
or  modification.

                                    ARTICLE 4
                                    OFFICERS
                                    --------

4.1     NUMBER.  The  officers  of  the  Corporation  shall be a Chairman of the
---     -------
Board, a Chief Executive Officer, a President, a Treasurer, and a Secretary, and
---
     such  Vice  Presidents (the number thereof to be determined by the Board of
Directors), Assistant Treasurers, Assistant Secretaries or other officers as may
be  elected  or  appointed  by  the Board of Directors.  Any two or more offices
maybe  held  by  the  same  person.
4.2     ELECTION  AND  TERMS OF OFFICE. The officers of the Corporation shall be
---     -------------------------------
elected  annually by the Board of Directors at the first meeting of the Board of
Directors  held  after  each annual meeting of stockholders.  If the election of
officers  shall not be held at such meeting, such election shall be held as soon
thereafter  as  conveniently  may  be.  Each officer shall hold office until his
successor  shall  have  been  duly elected and shall have qualified or until his
death  or  until  he  shall  resign  or  shall  have  been removed in the manner
hereinafter  provided.  Election or appointment of an officer or agent shall not
of  itself  create  contract  rights.
4.3     REMOVAL.  Any  officer  or  agent  elected  or appointed by the Board of
---     --------
Directors  may be removed by the Board of Directors whenever in its judgment the
---
best interest of the Corporation would be served thereby, but such removal shall
be  without  prejudice to the contract rights, if any, of the person so removed.
4.4     VACANCIES.  A  vacancy  in  any  office  because  of death, resignation,
---     ----------
removal, disqualification or otherwise, or because of the creation of an office,
---
may  be  filled by the Board of Directors for the unexpired portion of the term.
4.5     CHAIRMAN  OF  THE  BOARD. The Chairman of the Board shall preside at all
---     -------------------------
meetings  of  the  stockholders  and  of  the  Board  of  Directors.
--
4.6     THE  CHIEF  EXECUTIVE  OFFICER. The Chief Executive Officer shall be the
---     -------------------------------
principal  executive  officer  of the Corporation and shall in general supervise
--
and  control  all  of the business and affairs of the Corporation.  He may sign,
--
with  the  Secretary or any other officer of the Corporation therunto authorized
--
by  the  Board  of  Directors,  certificates  for shares of the Corporation, any
deeds,  mortgages,  bonds,  contracts,  or  other instruments which the Board of
Directors  has  authorized to be executed, except in cases where the signing and
execution  thereof  shall be expressly delegated by the Board of Directors or by
these  By-Laws  to  some  other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all  duties  incident  to  the  office of Chief Executive Officer and such other
duties  as  may  be  prescribed  by  the  Board  of Directors from time to time.
4.7     THE  PRESIDENT.  In the absence of the Chief Executive Officer or in the
---     ---------------
event  of  his  inability  or  refusal  to  act, the President shall perform the
duties,  of  the Chief Executive Officer, and when so acting, shall have all the
powers  of  and  be  subject  to  all  the restrictions upon the Chief Executive
Officer.  The  President may sign, with the Secretary or an Assistant Secretary,
certificates  for shares of the Corporation, and shall perform such other duties
as from time to time may be assigned to him by the Chief Executive Officer or by
the  Board  of  Directors.
4.8     THE  VICE PRESIDENTS. In the absence of the President or in the event of
---     ---------------------
his  inability  or  refusal to act, the Vice president (or in the event there be
more than one Vice President, the Vice Presidents 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, 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, with the Secretary or an Assistant Secretary, certificates
for  shares of the Corporation, and shall perform such other duties as from time
to  time may be assigned to him by the Chief Executive Officer, the President or
by  the  Board  of  Directors.
4.9     THE  TREASURER.  If  required  by  the Board of Directors, the Treasurer
---     --------------
shall  give a bond for the faithful discharge of his duties in such sum and with
---
such  surety  or  sureties as the Board of Directors shall determine.  He shall:
(a)  have  charge and custody of and be responsible for all funds and securities
of  the Corporation, receive and give receipts for moneys due and payable to the
Corporation  from any source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other depositaries as shall
be  elected in accordance with the provisions of Article 6 of these By-Laws: (b)
in general perform the duties incident to the office of Treasurer and such other
duties  as  from  time  to  time  may  be assigned to him by the Chief Executive
Officer  or  by  the  Board  of  Directors.
4.10     THE  SECRETARY.  The  Secretary  shall:  (a)  keep  the  minutes of the
----     ---------------
stockholder's  and  of  the  Board  of  Directors' meetings in one or more books
----
provided for that purpose; (b) see that all notices are duly given in accordance
----
with the provisions of these By-Laws as required by law; (c) be custodian of the
corporate  records  and  of the seal of the Corporation and see that the seal of
the  Corporation  is  affixed  to all certificates for shares prior to the issue
thereof  and  to  all  documents,  the  execution  of  which  on  behalf  of the
Corporation  under the seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of post office address of each stockholder
which shall be furnished to the Secretary by such stockholder; (e) sign with the
Chief  Executive  Officer,  or  the  President,  certificates  for shares of the
Corporation;  (f)  have  general  charge  of  the  stock  transfer  books of the
Corporation;  and  (g)  in  general perform all duties incident to the office of
Secretary  and  such other duties as from time to time to may be assigned to him
by  the  Chief  Executive  Officer  or  by  the  Board  of  Directors.
4.11     ASSISTANT  TREASURERS  AND  ASSISTANT  SECRETARIES.  The  Assistant
----     ---------------------------------------------------
Treasurers shall respectively, if required by the Board of Directors, give bonds
----
for  the lawful discharge of their duties in such sums and with such sureties as
the  Board  of  Directors may determine.  The Assistant Secretaries as thereunto
authorized  by  the Board of Directors may sign with the Chief Executive Officer
or  the President certificates for shares of the Corporation, the issue of which
shall  have  been  authorized  by  a  resolution of the Board of Directors.  The
Assistant  Treasurers  and Assistant Secretaries, in general, shall perform such
duties  as  shall  be  assigned  to  them  by  the  Treasurer  or the Secretary,
respectively,  or  by  the  Chief  Executive  Officer or the Board of Directors.
4.12     SALARIES.The  salaries of the officers shall be fixed from time to time
----     ---------
by  the  Board of Director and no officer shall be prevented from receiving such
salary  by reason of the fact that he is also a director of the Corporation.  In
the  event  that  the  Internal  Revenue  Service  shall  deem  any compensation
(including  any  fringe  benefit)  paid  to  an  officer  to  be unreasonable or
excessive,  such  officer  must repay to the Corporation the excess over what is
determined  by  the Internal Revenue Service to be reasonable compensation, with
interest  on  such  excess  at  the rate of nine percent (9 %) per annum, within
ninety  days  after  notice  from  the  Corporation.

ARTICLE  5
INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS
---------------------------------------------

5.1     ACTIONS AGAINST A PERSON.  The Corporation shall indemnify each director
     or officer 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, arbitrative or investigative (other than an action by
or  in  the  right of the Corporation) by reason of the fact that he is or was a
director  or  officer of the Corporation, or is or was serving at the request of
the  Corporation  as  a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint  venture,  trust  or other enterprise, against
expenses  (including  attorneys'  fees),  judgment,  fines  and  amounts paid in
settlement  actually  and  reasonably  incurred  by  him in connection with such
action,  suit  or  proceeding  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.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of  nolo  contendre  or  its  equivalent,  shall  not, of itself, create a
presumption  that  the person did not act in good faith and in a manner which 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
reasonable  cause  to  believe  that  his  conduct  was  unlawful.
5.2     ACTIONS  BY  OR  IN THE RIGHT OF THE CORPORATION.  The Corporation shall
indemnify  any  director or officer who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right  of  the  Corporation  to procure a judgment in its favor by reason of the
fact  that  he  is or was a director or officer of the Corporation, or is or was
serving  at  the  request of the Corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against expenses (including attorneys' fees) actually and reasonably
incurred  by  him in connection with the defense or settlement of such action or
suit  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  provided however, that
except  for  any proceeding seeking to enforce or obtain payment under any right
to  indemnification by the corporation, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such person only if the corporation has joined in or consented to
the  initiation  of  such  proceeding  (or  part  thereof)  and  except  that 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 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  Court  of  Chancery  or  such  other  court  shall  deem  proper.
5.3     INDEMNIFICATION  IN  EVENT  OF SUCCESSFUL DEFENSE.  To the extent that a
director  or  officer  of  the  Corporation has been successful on the merits or
otherwise  in  defense of any action, suit or proceeding referred to in Sections
5.1  and  5.2  hereof,  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.
5.4     BOARD  OF  DIRECTORS'  APPROVAL.  Any indemnification under Sections 5.1
and  5.2  of  these  By-Laws  (unless  ordered  by a court) shall be made by the
Corporation  only  as  authorized in the specific case upon a determination that
indemnification  of  the  director  or  officer  is  proper in the circumstances
because  he has met the applicable standard of conduct set forth in Sections 5.1
and  5.2 hereof.  Such determination shall be made (1) 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 (2) if such a quorum is not obtainable, or,
even  if  obtainable  but  a  quorum  of  disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, or (3) by the stockholders.
5.5     ADVANCE  INDEMNITY  PAYMENTS.  Expenses incurred in defending a civil or
criminal action, suit or proceeding may 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, officer, employee or agent to repay
such  amount  if it shall ultimately be determined that he is not entitled to be
indemnified  by  the  Corporation  as  authorized  in  this  Article.
5.6     NON-EXCLUSIVITY.  The  indemnification  and  advancement  of  expenses
provided  by  or  granted  pursuant  to,  Article  NINTH  of  the  Corporation's
Certificate  of  Incorporation,  the  Delaware  General Corporation Law and this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification  or  advancement  of  expenses 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.
5.7     INDEMNITY  AGREEMENTS.  The  corporation  may  enter  into  indemnity
agreements  with the persons who are members of its board of directors from time
to  time,  and  with  such officers, employees and agents of the corporation and
with such officers, directors, employees and agents of subsidiaries as the board
may  designate,  such  indemnity  agreements  to  provide  in substance that the
corporation  will  indemnify such persons as contemplated by this Section 5, and
to  include  any  other  substantive  or  procedural  provisions  regarding
indemnification  as  are  not  inconsistent  with the General Corporation Law of
Delaware.  The  provisions  of  such  indemnity  agreements shall prevail to the
extent  that  they  limit  or  condition  or  differ from the provisions of this
Section  5.
5.8     INDEMNITY  INSURANCE.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  director, officer, employee or agent of another corporation, partnership,
joint  venture, trust or other enterprise against any liability asserted against
him  and  incurred  by him in any such capacity, or arising out of his status as
such,  whether  or  not  he  is  indemnified  against  such  liability under the
provisions  of  this  Article.
5.9     INDEMNITY OF OTHER PERSONS.  The corporation may, by action of its Board
of  Directors,  either  on  a  general  basis  or  as designated by the Board of
Directors,  provide  indemnification to employees and agents of the corporation,
and  to directors, officers, employees and agents of the Company's subsidiaries,
with  indemnification  of  the  same  scope  and  effect  as  the  foregoing
indemnification  of  directors  and  officers.  Notwithstanding anything in this
Section  5  to  the  contrary,  no  person  shall be entitled to indemnification
pursuant  to  this  Section on account of any suit in which judgment is rendered
against such person for an accounting of profits made from the purchase and sale
by  such  person  of securities of the corporation pursuant to the provisions of
Section  16(b)  of  the  Securities  Exchange  Act  of  1934.
5.10     CONSOLIDATION.  For  the  purposes  of this Article, references to "the
Corporation"  include, in addition to the resulting corporation, any constituent
corporation  (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or  merger  which, if its separate existence had continued, would
have  had  the  power  and  authority  to  indemnify its directors, officers and
employees  or agents, so that any person who is or was serving at the request of
such  constituent  corporation  as  a  director,  officer,  employee or agent of
another  corporation  or  is  or  was serving at the request of such constituent
corporation  as  a  director, officer, employee or agent of another corporation,
partnership,  joint  venture, trust or other enterprise, shall stand in the same
position  under  the provisions of this Article with respect to the resulting or
surviving  corporation  as  he  would  have  with  respect  to  such constituent
corporation  if  its  separate  existence  had  continued.
     For  the  purposes of this Article, references to "other enterprises" shall
include  employee  benefit plans; references to "fines" shall include any excise
taxes  assessed  on  a  person  with  respect  to any employee benefit plan; and
references  to  "serving  at  the  request of the Corporation" shall include any
service  as  a  director,  officer,  employee  or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee  benefit  plan,  its  participants  or
beneficiaries;  and  a  person  who  acted  in  good  faith  and  in a manner he
reasonably  believed to be in the interest of the participants and beneficiaries
of  an  employee  benefit  plan  shall  be deemed to have acted in a manner "not
opposed  to  the  best  interests  of  the  Corporation"  as referred to in this
Article.

     The  indemnification  and  advancement  of expenses provided by, or granted
pursuant  to,  this  Article shall, unless otherwise provided when authorized or
ratified,  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.




                                    ARTICLE 6
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS
                      -------------------------------------

6.1     CONTRACTS.  The  Board  of  Directors  may  authorize  any  officer  or
        ---------
officers, agent or agents, to enter into any contract or execute and deliver any
instrument  in  the name of and on behalf of the Corporation, and such authority
may  be  general  or  confined  to  specific  instances.

6.2     LOANS.  No loans shall be contracted on behalf of the Corporation and no
        -----
evidence  of  indebtedness  shall  be  issued in its name unless authorized by a
resolution of the Board of Directors.  Such authority may be general or confined
to  specific  instances.

6.3     CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the payment
        -------------------
of  money,  notes  or  other evidences of indebtedness issued in the name of the
Corporation,  shall  be  signed  by  (i)  the  Chief  Executive  Officer, or the
Executive  Vice  President  or (ii) such officer or officers, agent or agents of
the  Corporation  and in such manner as shall from time to time be determined by
resolution  of  the  Board  of  Directors.

6.4     DEPOSITS.  All  funds of the Corporation not otherwise employed shall be
        --------
deposited  from  time  to  time  to the credit of the Corporation in such banks,
trust  companies  or  other  depositories  as the Board of Directors may select.

                                    ARTICLE 7
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER
                   ------------------------------------------

7.1     CERTIFICATES  FOR  SHARES.  Certificates  representing  shares  of  the
        -------------------------
Corporation  shall  be  in  such  form  as  may  be  determined  by the Board of
Directors.  Such  certificates shall be signed by the Chief Executive Officer or
the President and by the Secretary or an Assistant Secretary and shall be sealed
with  the  seal  of  the  Corporation.  All  certificates  for  shares  shall be
consecutively  numbered or otherwise identified.  The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue,  shall  be  entered  on  the  books of the Corporation.  All certificates
surrendered  to  the  Corporation  for  transfer  shall  be  canceled and no new
certificate  shall  be  issued until the former certificate for a like number of
shares  shall have been surrendered and canceled, except that in case of a lost,
destroyed  or  mutilated certificate, a new one may be issued therefor upon such
terms  and indemnity to the Corporation as the Board of Directors may prescribe.

7.2     TRANSFER  OF  SHARES.  Transfers  of  shares of the Corporation shall be
        --------------------
made  only on the books of the Corporation by the holder of record thereof or by
his  legal  representative,  who  shall  furnish proper evidence of authority to
transfer,  or  by  his  attorney  thereunto authorized by power of attorney duly
executed  and  filed with the Secretary of the Corporation, and on surrender for
cancellation  of  the  certificate  for  such  shares.  The person in whose name
shares  stand  on the books of the Corporation shall be deemed the owner thereof
for  all  purposes  as  regards  the  Corporation.




                                    ARTICLE 8
                                   FISCAL YEAR
                                   -----------

     The  fiscal year of the Corporation shall begin on the first day of January
in  each  year  and  end  on  the  last  day  of  December  in  each  year.

                                    ARTICLE 9
                                    DIVIDENDS
                                    ---------

     The  Board  of Directors may from time to time, declare, or the Corporation
may  pay,  dividends  on its outstanding shares in the manner and upon the terms
and  conditions  provided  by  law  and  its  Certificate  of  Incorporation.

                                   ARTICLE 10
                                      SEAL
                                      ----

     The  Board  of Directors may provide a corporate seal which shall be in the
form  of  a circle and shall have inscribed  thereon the name of the Corporation
and  the  words,  "Corporate  Seal,  Delaware."

                                   ARTICLE 11
                                WAIVER OF NOTICE
                                ----------------

     Whenever  any  notice whatever is required to be given under the provisions
of  these  By-laws  under  the provisions on the Certificate of Incorporation or
under  the  provisions of the Delaware General Corporation law, a waiver thereof
in  writing,  signed  by  the person or persons entitled to such notice, whether
before  or  after  the  time  stated  therein, shall be deemed equivalent in the
giving  of  such  notice.

                                   ARTICLE 12
                            AMENDMENTS TO THE BY-LAWS
                            -------------------------

     These  By-Laws  may  be altered, amended or repealed and new By-Laws may be
adopted at any meeting of the Board of Directors of the Corporation by a vote of
all  of  the  directors,  subject  to  the power of the stockholders to alter or
repeal  By-Laws  made  by  the  Board  of  Directors.