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EXHIBIT 3.2

                           MARINE PRODUCTS CORPORATION

                                     BYLAWS


                               ARTICLE I - OFFICES


              SECTION 1.    The executive offices of MARINE PRODUCTS CORPORATION
(the "CORPORATION") shall be located at 2170 Piedmont Road, N.E., Atlanta,
Georgia, 30324. The Corporation's registered office in the State of Delaware is
located at 1013 Centre Road, Wilmington, Delaware 19805, County of New Castle,
and the registered agent at such location shall be the Corporation Service
Company.


                            ARTICLE II - STOCKHOLDERS

              SECTION 1.    ANNUAL MEETING.

              An annual meeting of the stockholders, for the election of
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, on such date, and at such time as the Board of Directors shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders.

              SECTION 2.    SPECIAL MEETINGS.

              Special meetings of the stockholders, other than those required by
statute, may be called only by the Chairman of the Board of Directors or the
President of the Corporation or by the Board of Directors acting pursuant to a
resolution approved by a majority of the Whole Board. As used in these Bylaws,
"WHOLE BOARD" shall mean the total number of authorized directors at the

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relevant point in time, whether or not there exist any vacancies in previously
authorized directorships. The Chairman or President of the Corporation or the
Board of Directors, acting pursuant to a resolution approved by the majority of
the Whole Board, may postpone or reschedule any previously scheduled special
meeting.

              SECTION 3.    NOTICE OF MEETINGS.

              Written notice of the place, date, and time of all meetings of the
stockholders, whether annual or special, shall be mailed, postage prepaid, not
less than ten (10) nor more than sixty (60) days before the date on which the
meeting is to be held, to each stockholder entitled to vote at such meeting at
the address on record at the Corporation for such stockholder, except as
otherwise provided in this Section or required by law ("required by law"
meaning, as required by these Bylaws, as required from time to time by the
Delaware General Corporation Law or as required from time to time by the
Certificate of Incorporation of the Corporation).

              When a meeting is adjourned to another place, date, or time,
written notice need not be given of the adjourned meeting if the place, date,
and time thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

              SECTION 4.    QUORUM.

              At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by

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law. Where a separate vote by a class or classes is required, a majority of the
shares of such class or classes present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote on that
matter.

              If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, date, or time.

              SECTION 5.    ORGANIZATION.

              Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chairman of the Board or, in his or her
absence, the President of the Corporation or, in his or her absence, such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are present, in person or by proxy, shall call to order any meeting of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the Corporation, the secretary of the meeting shall be such person as the
chairman of the meeting appoints.

              SECTION 6.    CONDUCT OF BUSINESS.

              The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order. The chairman shall have the power to adjourn the meeting to another
place, date, and time. The date and time of the opening and closing of the polls
for each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.

              SECTION 7.    PROXIES AND VOTING.

              At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile

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telecommunication, or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication, or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

              All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefore by a stockholder entitled to vote or by his or her proxy,
a stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.

              The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting may, and to the extent required by law,
shall, appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. Every vote taken by ballots shall be
counted by a duly appointed inspector or inspectors.

              All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively.

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              SECTION 8.    LIST OF STOCKHOLDERS. The Secretary of the
Corporation shall prepare and make, at least ten (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 ten (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 be held solely by means of remote communication, then the
list shall also be open to the 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.

              Section 9.    ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND
PROPOSALS.

              Nominations of persons for election to the Board of Directors and
proposals of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors,
or (c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section.

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              For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in this paragraph, such stockholder or beneficial owner
must, in the case of a proposal, have delivered a proxy statement and form of
proxy to holders of at least the percentage of the Corporation's voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's voting shares reasonably believed
by such stockholder or beneficial holder to be sufficient to elect the nominee
or nominees proposed to be nominated by such stockholder, and must, in either
case, have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
Section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice, under this Section. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than forty-five (45) nor
more than seventy-five (75) days prior to the first anniversary (the
"ANNIVERSARY") of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than thirty
(30) days prior to or delayed by more than thirty (30) days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (i)

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the 90th day prior to such annual meeting or (ii) the 10th day following the day
on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, and of such beneficial owner, as they appear on the Corporation's
books, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether such stockholder or beneficial owner intends to deliver a proxy
statement and form of proxy to holders of, in the case of a proposal, at least
the percentage of the Corporation's voting shares required under applicable law
to carry the proposal or, in the case of a nomination or nominations, a
sufficient number of holders of the Corporation's voting shares to elect such
nominee or nominees (the notice described in this sentence, a "SOLICITATION
NOTICE").

              Notwithstanding anything in the second sentence of the second
paragraph of this Section 9 to the contrary, in the event that the number of
directors to be elected to the Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least fifty-five (55) days prior
to the

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Anniversary, a stockholder's notice required by this Section shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

              Only persons nominated in accordance with the procedures set forth
in this Section 9 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section. The chairman of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

              Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board or (b) by any stockholder of record of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this paragraph, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 9. Nominations
by stockholders of persons for election to the Board may be made at such a
special meeting of stockholders if the stockholder's notice required by the
second paragraph of this Section 9 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later

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than the close of business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board to be elected at such meeting.

              For purposes of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

              Notwithstanding the foregoing provisions of this Section 9, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 9. Nothing in this Section 9 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.


                        ARTICLE III - BOARD OF DIRECTORS

              SECTION 1.    NUMBER, ELECTION AND TERM OF DIRECTORS.

              Subject to the rights of the holders of any series of preferred
stock to elect directors under specified circumstances, the number of directors
shall be fixed from time to time exclusively by the Board of Directors pursuant
to a resolution adopted by a majority of the Whole Board. The directors, other
than the initial sole director and other than those who may be elected by the
holders of any series of preferred stock under specified circumstances, shall be
divided, with respect to the time for which they severally hold office, into
three classes with the term of office of the first class to expire at the
Corporation's first annual meeting of stockholders, the term of office of the
second class to expire at the Corporation's second annual meeting of
stockholders, and the term of office of the third class to expire at the
Corporation's third annual meeting of stockholders, with each director

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to hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the first
annual meeting, (i) directors elected to succeed those directors whose terms
then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of Directors,
directors may be elected to fill any vacancy on the Board of Directors,
regardless of how such vacancy shall have been created.

              SECTION 2.    NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

              Subject to applicable law and to the rights of the holders of any
series of preferred stock with respect to such series of preferred stock, and
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office, or other cause shall be
filled only by a majority vote of the directors then in office, though less than
a quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.

              SECTION 3.    REGULAR MEETINGS.

              Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

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              SECTION 4.    SPECIAL MEETINGS.

              Special meetings of the Board of Directors may be called by the
President of the Corporation or by two or more directors then in office and
shall be held at such place, on such date, and at such time as they or he or she
shall fix. Notice of the place, date, and time of each such special meeting
shall be given each director by whom it is not waived by mailing written notice
not less than five (5) days before the meeting or by telephone or by
telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.

              SECTION 5.    QUORUM.

              At any meeting of the Board of Directors, a majority of the total
number of the Whole Board shall constitute a quorum for all purposes. If a
quorum shall fail to attend any meeting, a majority of those present may adjourn
the meeting to another place, date, or time, without further notice or waiver
thereof.

              SECTION 6.    PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

              Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

              SECTION 7.    CONDUCT OF BUSINESS.

              At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to time
determine, and all matters shall be determined by the vote of a majority of the
directors present, except as otherwise provided herein or required by law.
Action may be taken by the Board of Directors without a meeting if all members
thereof

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consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.

              SECTION 8.    POWERS.

              The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:

                            (1)   To declare dividends from time to time in
       accordance with law;

                            (2)   To purchase or otherwise acquire any property,
       rights or privileges on such terms as it shall determine;

                            (3)   To authorize the creation, making and
       issuance, in such form as it may determine, of written obligations of
       every kind, negotiable or non-negotiable, secured or unsecured, and to do
       all things necessary in connection therewith;

                            (4)   To remove any officer of the Corporation with
       or without cause, and from time to time to devolve the powers and duties
       of any officer upon any other person for the time being;

                            (5)   To confer upon any officer of the Corporation
       the power to appoint, remove and suspend subordinate officers, employees
       and agents;

                            (6)   To adopt from time to time such stock option,
       stock purchase, bonus or other compensation plans for directors,
       officers, employees and agents of the Corporation and its subsidiaries as
       it may determine;

                            (7)   To adopt from time to time such insurance,
       retirement, and other benefit plans for directors, officers, employees
       and agents of the Corporation and its subsidiaries as it may determine;
       and

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                            (8)   To adopt from time to time regulations, not
       inconsistent with these Bylaws, for the management of the Corporation's
       business and affairs.

              SECTION 9.    COMPENSATION OF DIRECTORS.

              Unless otherwise restricted by the Certificate of Incorporation,
the Board of Directors shall have the authority to fix the compensation of the
directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or paid a stated salary or
paid other compensation as director. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.


                             ARTICLE IV - COMMITTEES

              SECTION 1.    COMMITTEES OF THE BOARD OF DIRECTORS.

              The Board of Directors may from time to time designate committees
of the Board of Directors, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the Board and shall, for those
committees and any others provided for herein, elect a director or directors to
serve as the member or members, designating, if it desires, other directors as
alternate members who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any committee and any alternate member in his or her place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.

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              SECTION 2.    CONDUCT OF BUSINESS.

              Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all committee meetings; one-third (1/3) of the members
shall constitute a quorum unless the committee shall consist of one (1) or two
(2) members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.


                              ARTICLE V - OFFICERS

              SECTION 1.    GENERALLY.

              The officers of the Corporation shall consist of a President, one
or more Vice Presidents, a Secretary, a Treasurer, and such other officers as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors. Each officer shall hold office until his or
her successor is elected and qualified or until his or her earlier resignation
or removal. Any number of offices may be held by the same person. The salaries
of officers elected by the Board of Directors shall be fixed from time to time
by the Board of Directors or by such officers as may be designated by resolution
of the Board.

              SECTION 2.    CHAIRMAN OF THE BOARD.

              It shall be the duty of the Chairman to preside at all of the
meetings of stockholders and directors; to have general and active management of
the business of the Corporation; and to see that all orders and resolutions of
the board of directors are carried into effect. The Chairman of the Board shall
be vested with all the powers and be required to perform all the duties of the
President

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in his absence or disability. The Chairman of the Board shall perform such other
duties as shall be assigned to him by the Board of Directors.

              SECTION 3.    PRESIDENT.

              The President shall be the Chief Executive Officer of the
Corporation. Subject to the provisions of these Bylaws and to the direction of
the Board of Directors, he or she shall have the responsibility for the general
management and control of the business and affairs of the Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him or her by the Board of
Directors. He or she shall have power, unless otherwise delegated, to sign all
stock certificates, contracts, and other instruments of the Corporation which
are authorized and shall have general supervision and direction of all of the
other officers, employees, and agents of the Corporation.

              SECTION 4.    VICE PRESIDENT.

              Each Vice President shall have such powers and duties as may be
delegated to him or her by the Board of Directors. If there is more than one (1)
Vice President then one (1) Vice President may be designated by the Board to
perform the duties and exercise the powers of the President in the event of the
President's absence or disability.

              SECTION 5.    TREASURER.

              The Treasurer shall have the responsibility for maintaining the
financial records of the Corporation. He or she shall make such disbursements of
the funds of the Corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time prescribe.

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              SECTION 6.    SECRETARY.

              The Secretary shall issue all authorized notices for, and shall
keep minutes of, all meetings of the stockholders and the Board of Directors. He
or she shall have charge of the corporate books and shall perform such other
duties as the Board of Directors may from time to time prescribe.

              SECTION 7.    DELEGATION OF AUTHORITY.

              The Board of Directors may from time to time delegate the powers
or duties of any officer to any other officers or agents, notwithstanding any
provision hereof.

              SECTION 8.    REMOVAL.

              Any officer of the Corporation may be removed at any time, with or
without cause, by the Board of Directors.

              SECTION 9.    ACTION WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS.

              Unless otherwise directed by the Board of Directors, the President
or any officer of the Corporation authorized by the President shall have power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of stockholders of or with respect to any action of stockholders
of any other corporation in which the Corporation may hold securities and
otherwise to exercise any and all rights and powers which the Corporation may
possess by reason of its ownership of securities in such other corporation.


                               ARTICLE VI - STOCK

              SECTION 1.    CERTIFICATES OF STOCK.

              Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman or Vice-chairman of the Board of
Directors or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,

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certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.

              SECTION 2.    TRANSFERS OF STOCK.

              Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article VI of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.

              SECTION 3.    RECORD DATE.

              In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or 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,
except as otherwise required by law, fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which record date shall

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not be more than sixty (60) nor less than ten (10) days before the date of any
meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that 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 day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

              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.

              SECTION 4.    LOST, STOLEN OR DESTROYED CERTIFICATES.

              In the event of the loss, theft, or destruction of any certificate
of stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft, or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

              SECTION 5.    REGULATIONS.

              The issue, transfer, conversion and registration of certificates
of stock shall be governed by such other regulations as the Board of Directors
may establish.


                              ARTICLE VII - NOTICES

              SECTION 1.    NOTICES.

              Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder, director, officer,
employee, or agent shall be in writing and may in every instance be effectively
given by hand delivery to the recipient thereof, by depositing such notice in
the mails, postage paid, recognized overnight delivery service or by sending
such notice by facsimile, receipt acknowledged, or by prepaid telegram or
mailgram. Any such notice shall be addressed to such stockholder, director,
officer, employee, or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mails or by telegram or
mailgram, shall be the time of the giving of the notice.

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              SECTION 2.    WAIVERS.

              A written waiver of any notice, signed by a stockholder, director,
officer, employee, or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee, or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
Attendance at any meeting shall constitute waiver of notice except attendance
for the sole purpose of objecting to the timeliness of notice.


                          ARTICLE VIII - MISCELLANEOUS

              SECTION 1.    FACSIMILE SIGNATURES.

              In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the Corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.

              SECTION 2.    CORPORATE SEAL.

              The Board of Directors may provide a suitable seal, containing the
name of the Corporation, which seal shall be in the charge of the Secretary. If
and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

              SECTION 3.    RELIANCE UPON BOOKS, REPORTS AND RECORDS.

              Each director, each member of any committee designated by the
Board of Directors, and each officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the books of account or other records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors so
designated, or by any other person as to

                                      -19-
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matters which such director or committee 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 4.    FISCAL YEAR.

              The fiscal year of the Corporation shall be as fixed by the Board
of Directors.

              SECTION 5.    TIME PERIODS.

              In applying any provision of these Bylaws which requires that an
act be done or not be done a specified number of days prior to an event or that
an act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.

              SECTION 6.    ELECTRONIC COMMUNICATIONS. Notwithstanding anything
else herein contained, these Bylaws shall not prohibit or restrict the taking of
any action by the Corporation, the Board of Directors or any directors, officers
or stockholders by electronic transmission or remote communication to the
fullest extent permitted by the Delaware General Corporation Law, provided that
this section shall in no way limit the discretion conferred on the Board by the
Delaware General Corporation Law to determine whether or not such means are to
be employed or permitted.


             ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND OFFICERS

              SECTION 1.    RIGHT TO INDEMNIFICATION.

              Each person who was or is made a party or is threatened to be made
a party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "PROCEEDING"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another Corporation or of a
partnership, joint venture, trust, or other

                                      -20-
<PAGE>

enterprise, including service with respect to an employee benefit plan
(hereinafter an "INDEMNITEE"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes, or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
ARTICLE IX with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

              SECTION 2.    RIGHT TO ADVANCEMENT OF EXPENSES.

              The right to indemnification conferred in Section 1 of this
ARTICLE IX shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "ADVANCEMENT OF EXPENSES"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "UNDERTAKING"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from

                                      -21-
<PAGE>

which there is no further right to appeal (hereinafter a "FINAL ADJUDICATION")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall
be contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee, or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

              SECTION 3.    RIGHT OF INDEMNITEE TO BRING SUIT.

              If a claim under Section 1 or 2 of this ARTICLE IX is not paid in
full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the

                                      -22-
<PAGE>

applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this ARTICLE IX or otherwise, shall be on the
Corporation.

              SECTION 4.    NON-EXCLUSIVITY OF RIGHTS.

              The rights to indemnification and to the advancement of expenses
conferred in this ARTICLE IX shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors, or otherwise.

              SECTION 5.    INSURANCE.

              The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee, or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.

              SECTION 6.    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION.

              The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or

                                      -23-
<PAGE>

agent of the Corporation to the fullest extent of the provisions of this Article
with respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.


                             ARTICLE X - AMENDMENTS

              In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make, alter, amend, and
repeal these Bylaws subject to the power of the holders of capital stock of the
Corporation to alter, amend or repeal the Bylaws; provided, however, that, with
respect to the powers of holders of capital stock to make, alter, amend, and
repeal Bylaws of the Corporation, notwithstanding any other provision of these
Bylaws or any provision of law which might otherwise permit a lesser vote or no
vote, but in addition to any affirmative vote of the holders of any particular
class or series of the capital stock of the Corporation required by law, these
Bylaws or any preferred stock, the affirmative vote of the holders of at least
sixty-six and 7/10 percent (66.7%) of the voting power of all of the
then-outstanding shares entitled to vote generally in the election of directors,
voting together as a single class, shall be required to make, alter, amend, or
repeal any provision of these Bylaws.

                     ARTICLE XI - EQUAL OPPORTUNITY POLICY

              Consistent with the Corporation's equal employment opportunity
policy, nominations for the election of directors shall be made by the Board of
Directors and voted upon by the stockholders in a manner consistent with these
By-Laws and without regard to the nominee's race, color, ethnicity, religion,
sex, age, national origin, veteran status, or disability.

                                      -24-