CONVERA TECHNOLOGIES, INC.






                                     BY-LAWS







                         Adopted as of December 21, 2000

                         Amended as of February 26, 2003



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                                TABLE OF CONTENTS

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                                                                                                              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............................................................6


     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
     ------------     ---------

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...................................14
     ------------     -------------------------------------------------------
     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
     ------------     ---------

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                           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.