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                                                                     Exhibit 3.3


                                     BYLAWS
                                       OF
                             SCHULER HOLDINGS, INC.
                          (EFFECTIVE OCTOBER 12, 2000)




                            ARTICLE 1 - STOCKHOLDERS

         1.1      PLACE OF MEETINGS. All meetings of stockholders shall be
held at such place within or without the State of Delaware as may be
designated from time to time by the Board of Directors or the President or, if
not so designated, at the registered office of the corporation.

         1.2      ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held each year beginning in
the year 2001 on such date and at such time as the Board of Directors
determines. If this date shall fall upon a legal holiday at the place of the
meeting, then such meeting shall be held on the next succeeding business day
at the same hour. If no annual meeting is held in accordance with the
foregoing provisions, the Board of Directors shall cause the meeting to be
held as soon thereafter as convenient.

         1.3      SPECIAL MEETINGS. Special meetings of stockholders may be
called only in accordance with Article SIXTH of the Certificate of
Incorporation as it may be amended from time to time (the "Certificate of
Incorporation").

         1.4      NOTICE OF MEETINGS. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. The notices of
all meetings shall state the place, date and hour of the meeting. The notice
of a special meeting shall state, in addition, the purpose or purposes for
which the meeting is called. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.

         1.5      VOTING LIST. The officer who has charge of the stock ledger
of the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network, provided
that the information required to gain access to such list is provided with the
notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. In the event that the
corporation determines to make the list available on an electronic network,
the corporation may take reasonable steps to ensure that such information is
available only to stockholders of the corporation. If the meeting is to be
held at a place, then the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to held solely by means of
remote communication, then the list shall also be open to the

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examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting.

         1.6      QUORUM. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.

         1.7      ADJOURNMENTS. Any meeting of stockholders may be adjourned
to another time and to any other place at which a meeting of stockholders may
be held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting.

         1.8      VOTING AND PROXIES. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation. Each stockholder of record
entitled to vote at a meeting of stockholders may vote in person or may
authorize another person or persons to vote or act for him by written proxy
executed by the stockholder or his authorized agent and delivered to the
Secretary of the corporation. No such proxy shall be voted or acted upon after
three years from the date of its execution, unless the proxy expressly
provides for a longer period.

         1.9      ACTION AT MEETING. In all matters other than the election of
directors, when a quorum is present at any meeting, the holders of a majority
of the stock present or represented and entitled to vote on the subject matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and entitled to vote on the subject
matter) shall decide any matter to be voted upon by the stockholders at such
meeting, except when a different vote is required by express provision of law,
the Certificate of Incorporation or these Bylaws. Any election of directors by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election.

                             ARTICLE 2 - DIRECTORS

         2.1      GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws. In the event of a
vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.

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         2.2      NUMBER; ELECTION; TENURE AND QUALIFICATION. The number of
Directors of the Corporation shall be nine (9), subject to amendment in
accordance with Article FIFTH of the Certificate of Incorporation. The
Directors and their successors shall be elected in accordance with Article
FOURTH and Article SEVENTH of the Certificate of Incorporation. Directors need
not be stockholders of the corporation.

         2.3      VACANCIES. Except as set forth in Article FOURTH of the
Certificate of Incorporation, unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified, or until such director's
earlier death, resignation or removal.

         2.4      RESIGNATION. Any director may resign by delivering their
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the
happening of some other event.

         2.5      REMOVAL. Any director or the entire Board of Directors may
be removed, only as permitted by applicable law and Article SEVENTH of the
Certificate of Incorporation.

         2.6      REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place, within or without the State
of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination
is made shall be given notice of the determination. A regular meeting of the
Board of Directors may be held without notice immediately after and at the
same place as the annual meeting of stockholders.

         2.7      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman or the two Co-Chairmen of the Board,
President, two or more directors, or by one director in the event that there
is only a single director in office.

         2.8      NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer
or one of the directors calling the meeting. Notice shall be given to each
director in person, by telephone, by facsimile transmission or by telegram
sent to their business or home address at least 48 hours in advance of the
meeting, or by written notice mailed to his business or home address at least
72 hours in advance of the meeting. A notice or waiver of notice of a meeting
of the Board of Directors need not specify the purposes of the meeting.

         2.9      MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by

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means of which all persons participating in the meeting can hear each other,
and participation by such means shall constitute presence in person at such
meeting.

         2.10     QUORUM. A majority of the number of directors fixed pursuant
to Section 2.2 shall constitute a quorum at all meetings of the Board of
Directors. In the event one or more of the directors shall be disqualified to
vote at any meeting, then the required quorum shall be reduced by one for each
such director so disqualified; provided, however, that in no case shall less
than one-third (1/3) of the number so fixed constitute a quorum. In the
absence of a quorum at any such meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present.

         2.11     ACTION AT MEETING. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law,
the Certificate of Incorporation or these Bylaws.

         2.12     ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the
Board of Directors may be taken without a meeting, if all members of the Board
or committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the Board or
committee.

         2.13     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 of the committee 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
and subject to the provisions of the General Corporation Law of the State of
Delaware, 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. Each such committee shall keep minutes and make
such reports as the Board of Directors may from time to time request. Except
as the Board of Directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these Bylaws for the Board of
Directors.

         2.14     COMPENSATION FOR DIRECTORS. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

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                              ARTICLE 3 - OFFICERS

         3.1      ENUMERATION. The officers of the corporation shall consist
of a President, a Secretary, a Treasurer and such other officers with such
other titles as the Board of Directors shall determine, including a Chairman
of the Board or two Co-Chairmen of the Board, a Vice-Chairman of the Board,
and one or more Vice Presidents, Assistant Treasurers, and Assistant
Secretaries. The Board of Directors may appoint such other officers as it may
deem appropriate.

         3.2      ELECTION. The President, Treasurer and Secretary shall be
elected by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

         3.3      QUALIFICATION. One of the Chairmen must be an officer of the
corporation. The President need not be a director. No officer need be a
stockholder. Any two or more offices may be held be the same person.

         3.4      TENURE. Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each officer shall hold
office until his successor is elected and qualified, unless a different term
is specified in the vote choosing or appointing him, or until his earlier
death, resignation or removal.

         3.5      RESIGNATION AND REMOVAL. Any officer may resign by
delivering his written resignation to the corporation at its principal office
or to the President or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

                  The Board of Directors, or a committee duly authorized to do
so, may remove any officer with or without cause. Except as the Board of
Directors may otherwise determine, no officer who resigns or is removed shall
have any right to any compensation as an officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month or by the year or otherwise, unless
such compensation is expressly provided in a duly authorized written agreement
with the corporation.

         3.6      VACANCIES. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Treasurer and Secretary. Each such successor shall hold office for
the unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

         3.7      CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. If the
Board of Directors appoints a Chairman of the Board, he shall, when present,
preside at all meetings of the Board of Directors. He shall perform such
duties and possess such powers as are usually vested in the office of the
Chairman of the Board or as may be vested in him by the Board of Directors. If
the Board of Directors appoint two Co-Chairmen of the Board, they shall
jointly, when present, preside at meetings of the Board of Directors. They
shall perform such duties and possess such powers as are usually vested in the
office of the Chairman of the Board or as may be vested in them by the Board
of Directors. If the Board of Directors appoints a Vice-Chairman

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of the Board, he shall, in the absence or disability of the Chairman or the
two Co-Chairmen of the Board, perform the duties and exercise the powers of
the Chairman of the Board and shall perform such other duties and possess such
other powers as may from time to time be vested in him by the Board of
Directors.

         3.8      PRESIDENT. The President shall be the chief executive
officer of the corporation. The President shall, subject to the direction of
the Board of Directors, have general supervision and control of the business
of the corporation. Unless otherwise provided by the directors, he shall
preside at all meetings of the stockholders and of the Board of Directors
(except as provided in Section 3.7 above). The President shall perform such
other duties and shall have such other powers as the Board of Directors may
from time to time prescribe.

         3.9      VICE PRESIDENTS. Any Vice President shall perform such
duties and possess such powers as the Board of Directors or the President may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the President, the Vice President (or if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors)
shall perform the duties of the President and when so performing shall have
all the powers of and be subject to all the restrictions upon the President.
The Board of Directors may assign to any Vice President the title of Executive
Vice President, Senior Vice President or any other title selected by the Board
of Directors.

         3.10     SECRETARY AND ASSISTANT SECRETARY. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or
the President may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office
of the secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors
and keep a record of the proceedings, to maintain a stock ledger and prepare
lists of stockholders and their addresses as required, to be custodian of
corporate records and the corporate seal and to affix and attest to the same
on documents.

                  Any Assistant Secretary shall perform such duties and
possess such powers as the Board of Directors, the President or the Secretary
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Secretary, the Assistant Secretary (or if there shall be
more than one, the Assistant Secretaries in the order determined by the Board
of Directors) shall perform the duties and exercise the powers of the
Secretary.

                  In the absence of the Secretary or any Assistant Secretary
at any meeting of stockholders or directors, the person presiding at the
meeting shall designate a temporary secretary to keep a record of the meeting.

         3.11     TREASURER AND ASSISTANT TREASURER. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned to him by the Board of Directors or the President. In addition, the
Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to
keep and be responsible for all funds and securities of the corporation, to
deposit funds of the corporation in depositories selected in accordance with
these Bylaws, to disburse such funds as

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ordered by the Board of Directors, to make proper accounts of such funds, and
to render as required by the Board of Directors statements of all such
transactions and of the financial condition of the corporation.

                  The Assistant Treasurers shall perform such duties and
possess such powers as the Board of Directors, the President or the Treasurer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board
of Directors) shall perform the duties and exercise the powers of the
Treasurer.

         3.12     CONTROLLER AND ASSISTANT CONTROLLERS. The Controller shall
be the chief accounting officer of the corporation. He shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation in accordance with accepted accounting methods and procedures. He
shall initiate periodic audits of the accounting records, methods and systems
of the corporation. He shall render to the Board of Directors, the Chairman
and the President, as and when required by them, or any of them, a statement
of the financial condition of the corporation.

                  The Assistant Controllers shall perform such duties and
possess such powers as the Board of Directors, the President or the Controller
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Controller, the Assistant Controller (or if there shall
be more than one, the Assistant Controllers in the order determined by the
Board of Directors) shall perform the duties and exercise the powers of the
Controller.

         3.13     BONDED OFFICERS. The Board of Directors may require any
officer to give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors upon such terms
and conditions as the Board of Directors may specify, including without
limitation a bond for the faithful performance of his duties and for the
restoration to the corporation of all property in his possession or under his
control belonging to the corporation.

         3.14     SALARIES. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.

                           ARTICLE 4 - CAPITAL STOCK

         4.1      ISSUANCE OF STOCK. Unless otherwise voted by the
stockholders and subject to the provisions of the Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such consideration and on such terms as the Board of Directors may
determine.

         4.2      CERTIFICATES FOR SHARES OF STOCK. The certificates for
shares of stock of the corporation shall be in such form, not inconsistent
with the Certificate of Incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the corporation. Any or all of the signatures on the
certificate may be a facsimile.

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                  In case any officer or officers who shall have signed any
such certificate or certificates shall cease to be such officer or officers of
the corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates had
not ceased to be such officer or officers of the corporation.

                  All certificates for shares of stock which are subject to
any restriction on transfer pursuant to the Certificate of Incorporation, the
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have
conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such restriction.

                  All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the shares
represented thereby with the number of such shares and the date of issue
thereof shall be entered on the books of the corporation.

                  Except as hereinafter provided, all certificates surrendered
to the corporation for transfer shall be cancelled, and no new certificates
shall be issued until former certificates for the same number of shares have
been surrendered and cancelled.

         4.3      TRANSFERS. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its transfer
agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment or power of attorney properly executed,
and with such proof of authority or the authenticity of signature as the
corporation or its transfer agent may reasonably require. Except as may be
otherwise required by law, by the Certificate of Incorporation or by these
Bylaws, the corporation shall be entitled to treat the record holder of stock
as shown on its books as the owner of such stock for all purposes, including
the payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until
the shares have been transferred on the books of the corporation in accordance
with the requirements of these Bylaws.

         4.4      LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and
conditions as the Board of Directors may prescribe, including the presentation
of reasonable evidence of such loss, theft or destruction and the giving of
such indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

         4.5      RECORD DATE. The Board of Directors may fix in advance a
date as a record date for the determination of the stockholders entitled to
notice of or to vote at any meeting of stockholders or to express consent (or
dissent) to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action. Such record date shall not be more than 60
nor less than 10 days before the date

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of such meeting, nor more than 60 days prior to any other action to which such
record date relates.

                  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day before the day on which notice is
given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held. The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day
on which the first written consent is expressed. The record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating to such purpose.

                  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.

                          ARTICLE 5 - INDEMNIFICATION

         5.1      ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT
OF THE CORPORATION. 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 (other than an action by or in the right of the corporation),
by reason of the fact that he or she 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, limited liability company, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person or on his or her behalf in connection with such
action, suit or proceeding and any appeal therefrom, if the person acted in
good faith and in a manner he or she 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 or her
conduct was unlawful.

         5.2      ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. 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 or suit or
proceeding, whether civil, criminal, administrative or investigative, by or in
the right of the corporation to procure a judgment in its favor, by reason of
the fact that he or she 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, limited liability company, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted
in such capacity against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, if the person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except no indemnification shall be made in
respect of any claim, issue or matter as

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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.

         5.3      INDEMNIFICATION OF EMPLOYEES AND OTHER AGENTS. The Board of
Directors in its discretion shall have the power on behalf of the corporation,
subject to applicable law, and upon such terms and subject to such conditions
as the Board of Directors shall determine, to indemnify any person made a
party to any action, suit or proceeding by reason of the fact that such
person, or such person's testator or intestate, is or was an employee or other
agent of the corporation and to advance costs, charges and expenses (including
attorney's fees) incurred by such person in defending any such action, suit,
or proceeding.

         5.4      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 this
Article Five or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         5.5      DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification of a Director or officer of the corporation under this Article
Five (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 or she has not met the applicable
standard of conduct set forth in Section 5.1 or Section 5.2 of this Article
Five. Any indemnification of an employee or agent of the corporation under
Section 5.3 (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 or she has met the applicable standard of conduct set
forth by the Board of Directors. Any such determination shall be made (1) by a
majority vote of the Directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.

         5.6      ADVANCE PAYMENT OF EXPENSES. Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a Director or
officer in defending an action, suit or proceeding, whether civil, criminal,
administrative or investigative, 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 or she is not entitled to be
indemnified by the corporation as authorized in this Article Five. 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 legal 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.

         5.7      SURVIVAL; PRESERVATION OF OTHER RIGHTS. The foregoing
indemnification provisions shall be deemed to be a contract between the
corporation and each Director, officer,

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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 Five shall not
be deemed exclusive of any other rights to which a person indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his or her 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. The corporation may enter into an agreement with any of its
Directors, officers, employees or agents providing for indemnification and
advancement of expenses, including attorneys fees, that may change, enhance,
qualify or limit any right to indemnification or advancement of expenses
created by this Article Five.

                  If the Delaware General Corporation Law is hereafter amended
to authorize further reductions in the liability of a corporation's directors,
officers, employees or other agents, then the corporation shall indemnify and
hold harmless such individuals to the fullest extent permitted by the Delaware
General Corporation Law as so amended.

         5.8      SEVERABILITY. If this Article Five 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), judgment, 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 Five that shall not have been invalidated and to the
fullest extent permitted by applicable law.

         5.9      SUBROGATION. In the event of payment of indemnification to a
person described in this Article Five, the corporation shall be subrogated to
the extent of such payment to any right of recovery such person may have and
such person, as a condition of receiving indemnification from the corporation,
shall execute all documents and do all things that the corporation may deem
necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the corporation effectively to
enforce any such recovery.

         5.10     NO DUPLICATION OF PAYMENTS. The corporation shall not be
liable under this Article Five to make any payment in connection with any
claim made against a person described in Section 5.1, Section 5.2 or Section
5.3 of this Article Five to the extent such person has otherwise received
payment (under any insurance policy, bylaw, agreement or otherwise) of the
amounts otherwise payable as indemnity hereunder.

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                         ARTICLE 6 - GENERAL PROVISIONS

         6.1      FISCAL YEAR. Except as from time to time otherwise
designated by the Board of Directors, the fiscal year of the corporation shall
be the 12 months ended each March 31.

         6.2      CORPORATE SEAL. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         6.3      EXECUTION OF INSTRUMENTS. The President, any Vice President,
the Secretary or the Treasurer shall have power to execute and deliver on
behalf and in the name of the corporation any instrument requiring the
signature of an officer of the corporation, except as otherwise provided in
these Bylaws, or where the execution and delivery of such an instrument shall
be expressly delegated by the Board of Directors to some other officer or
agent of the corporation.

         6.4      WAIVER OF NOTICE. Whenever any notice whatsoever is required
to be given by law, by the Certificate of Incorporation or by these Bylaws, a
waiver of such notice either in writing signed by the person entitled to such
notice or such person's duly authorized attorney, or by telegraph, cable or
any other available method, whether before, at or after the time stated in
such waiver, or the appearance of such person or persons at such meeting in
person or by proxy, shall be deemed equivalent to such notice.

         6.5      VOTING OF SECURITIES. Except as the directors may otherwise
designate, the President, any Vice President, the Secretary or Treasurer may
waive notice of, and act as, or appoint any person or persons to act as, proxy
or attorney-in-fact for this corporation (with or without power of
substitution) at, any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.

         6.6      EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.

         6.7      CERTIFICATE OF INCORPORATION. All references in these Bylaws
to the Certificate of Incorporation shall be deemed to refer to the
Certificate of Incorporation of the corporation, as amended and in effect from
time to time. These Bylaws are subject to the provisions of the Certificate of
Incorporation and applicable law.

         6.8      TRANSACTIONS WITH INTERESTED PARTIES. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or a committee of the Board of Directors which authorizes the contract or
transaction or solely because his or their votes are counted for such purpose,
if:

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                  (1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be
less than a quorum:

                  (2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

                  (3) The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee of the Board of Directors, or the stockholders.

                  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

         6.9      SEVERABILITY. Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these Bylaws.

         6.10     PRONOUNS. All pronouns used in these Bylaws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

                             ARTICLE 7 - AMENDMENTS

         7.1      BY THE BOARD OF DIRECTORS. Subject to the provisions of the
Certificate of Incorporation, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of a majority of the
directors present at any regular or special meeting of the Board of Directors
at which a quorum is present.

         7.2      BY THE STOCKHOLDERS. Subject to the provisions of the
Certificate of Incorporation, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the
notice of such special meeting.




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                  I, Shannon McGriff-Smith, Incorporator of Schuler Holdings,
Inc., a Delaware corporation, do hereby certify that the foregoing Bylaws are
the duly adopted Bylaws of said corporation as they are in effect on the date
hereof.

                  IN WITNESS WHEREOF, I have hereunto subscribed my name this
12th day of October, 2000.






                                      ------------------------------------------
                                                Shannon McGriff-Smith
                                                   Incorporator

























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