Exhibit 3.6

                                RESTATED BY-LAWS
                                       OF
                          AMERICAN BANKNOTE CORPORATION
                            (A Delaware Corporation)

                                   ARTICLE I
                                  STOCKHOLDERS

1.        CERTIFICATES REPRESENTING STOCK.

          (a) Every holder of stock in the Corporation shall be entitled to have
a certificate signed (by original signature or by facsimile) by, or in the name
of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares owned by such person in the
Corporation. If such certificate is countersigned by a transfer agent other than
the Corporation or its employee or by a registrar other than the Corporation or
its employee, any such signature on the certificate may also be a facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.

          (b) Whenever the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, and whenever
the Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by Chapter 1
of Title 8 of the Delaware Code (the "General Corporation Law"). Any
restrictions on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.

          (c) The Corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, which is alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or such person's legal representative,
to give the Corporation a bond sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.

2.        FRACTIONAL SHARE INTERESTS.

          The Corporation may, but shall not be required to, issue fractions of
a share.

3.        STOCK TRANSFERS.

          Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfer of shares of stock of the Corporation shall be made only on the
stock ledger of the Corporation by the registered holder thereof, or by such
person's attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

4.        RECORD DATE FOR STOCKHOLDERS.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
date has been 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. 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.

          (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date has been fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

5.        MEANING OF CERTAIN TERMS.

          As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be, the term "share"
or "shares" or "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is
authorized to issue only one class of shares of stock, and such reference is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class upon which or
upon whom the Corporation's Certificate of Incorporation confers such rights
where there are two or more classes or series of shares of stock or upon which
or upon whom the General Corporation Law confers such rights notwithstanding
that the Corporation's Certificate of Incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; PROVIDED, HOWEVER, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the Corporation's Certificate of Incorporation, including any
preferred stock which is denied voting rights under the provisions of the
resolution or resolutions adopted by the Board of Directors with respect to the
issuance thereof.

6.        STOCKHOLDER MEETINGS.

          (a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board of Directors. A special meeting shall be
held on the date and at the time fixed by the Board of Directors.

          (b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the Board of Directors may,
from time to time, fix. Whenever the Board of Directors shall fail to fix such
place, the meeting shall be held at the principal office of the Corporation.

          (c) CALL. Annual meetings may be called by the Board of Directors, by
any officer instructed by the Board of Directors to call the meeting. Special
meetings of the stockholders may be called by the Chairman of the Board of
Directors whenever he shall deem it proper to do so, and on the request to him
in writing by a majority of the Directors or by the holders of twenty percent
(20%) of the total amount of the Corporation's issued and outstanding capital
stock which is regularly entitled to vote.

          (d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of
Directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting), state such other action
or actions as are known at the time of such notice. The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called and no other business shall be transacted at such meeting.
Except as otherwise provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by mail, not less than ten
days nor more than sixty days before the date of the meeting, unless the lapse
of the prescribed period of time shall have been waived, and directed to each
stockholder at such person's address as it appears on the records of the
Corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fixes a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice before or after the time stated therein. Attendance of a person at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

          (e) STOCKHOLDER LIST. There shall be prepared and made, at least ten
days before every meeting of stockholders, a complete list of the stockholders,
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, during ordinary business hours, for a period of at least ten days prior
to the meeting at the principal executive offices of the Corporation. The list
shall also 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. The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by this section or the books of
the Corporation, or to vote at any meeting of stockholders.

          (f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice President, a chairman for the meeting chosen by
the Board of Directors or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
Corporation or, in such person's absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman for the meeting shall appoint a secretary of
the meeting.

          (g) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
person's attorney-in-fact. No proxy shall be voted or acted upon after three
years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

          (h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If an inspector or inspectors or judge or judges are not appointed by
the Board of Directors, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by appointment made by the person presiding thereat. Each inspector or
judge, if any, before entering upon the discharge of such person's duties, shall
take and sign an oath faithfully to execute the duties of inspector or judge at
such meeting with strict impartiality and according to the best of his ability.
The inspectors or judges, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies;
receive votes, ballots, or consents; hear and determine all challenges and
questions arising in connection with the right to vote; count and tabulate all
votes, ballots, or consents; determine the result; and do such other acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or inspectors or
judge or judges, if any, shall make a report in writing of any challenge,
question, or matter determined by such person or persons and execute a
certificate of any fact so found.

          (i) QUORUM. Except as the General Corporation Law or these By-Laws may
otherwise provide, the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.

          (j) VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and of these By-Laws, or, with respect
to the issuance of preferred stock, in accordance with the terms of a resolution
or resolutions of the Board of Directors providing for the issuance thereof,
shall be entitled to one vote (or, in the case of preferred stock, such number
of votes as is specified in the applicable resolutions of the Board of Directors
providing for the issuance thereof), in person or by proxy, for each share of
stock entitled to vote held by such stockholder. In the election of Directors, a
plurality of the votes present at the meeting and entitled to vote on the
election shall be sufficient to elect the Directors. Any other action shall be
authorized by the affirmative vote of a majority of the shares by written
consent or present at the meeting and entitled to vote on the subject matter, as
the case may be, except where the Certificate of Incorporation or the General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power.

               Voting by ballot shall not be required for corporate action
except as otherwise provided by the General Corporation Law.

          (k) NOTICE OF STOCKHOLDER PROPOSAL. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
personally delivered to or mailed (by United States mail, postage pre-paid) and
received by the Secretary at the principal executive offices of the Corporation
not later than the later of the following dates: (1) 60 days in advance of such
meeting and (2) the close of business on the tenth day following the date public
disclosure of the date of such meeting is first made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (k). The Chairman of the annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
paragraph (k), and if he should so determine, he shall so declare at the meeting
and any such business not properly brought before the meeting shall not be
transacted; provided, however, that any such determination by the Chairman shall
be reasonable and made in good faith.

          (l) PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS. Nominations of
candidates for election as directors at any meeting of stockholders called for
the election of directors (an "Election Meeting") may be made by the Board of
Directors or by any stockholder entitled to vote at such Election Meeting only
in accordance with the procedures established by this paragraph (l). Any
stockholder entitled to vote for the election of a director at an Election
Meeting may nominate one or more persons for such election only if written
notice of such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail postage pre-paid, to the Secretary of
the Corporation. Such notice must be received by the Secretary at the principal
executive offices of the Corporation not later than the later of the following
dates: (1) with respect to an annual meeting of stockholders, 60 days in advance
of such meeting and (2) the close of business on the tenth day following the
date public disclosure of the date of such meeting is first made. The written
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election as director (i) the name, age, business address, and
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
capital stock of the Corporation which are beneficially owned by each such
nominee, and (iv) such other information concerning each such nominee as would
be required under the rules of the United States Securities and Exchange
Commission to be set forth in a proxy statement soliciting proxies for the
election of such nominee as a director (including, without limitation, a signed
consent of each such nominee to serve as a director of the Corporation, if
elected) and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the number of shares of capital stock of the Corporation which are beneficially
owned by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholders' notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in this paragraph (l). The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the By-Laws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded; provided, however, that any
such determination by the Chairman shall be reasonable and made in good faith.

          (m) CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to the principal executive
offices of the Corporation or with an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's principal executive office shall be
by hand or by certified or registered mail, return receipt requested. Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless, within sixty days of the earliest dated
consent delivered in the manner required by this Section (m) to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered to the Corporation by delivery to its principal executive offices or
to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation as provided above in this section.

                                   ARTICLE II
                                    DIRECTORS

1.        FUNCTIONS AND DEFINITION.

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors of the Corporation. The use of the
phrase "whole Board" herein refers to the total number of Directors which the
Corporation would have if there were no vacancies.

2.        QUALIFICATIONS AND NUMBER.

          A Director need not be a stockholder, a citizen of the United States,
or a resident of the State of Delaware. The number of Directors of the
Corporation shall not be less than three (3) nor more than thirteen. The first
Board of Directors shall consist of seven members.

3.        ELECTION AND TERM.

          The first Board of Directors shall consist of the following members:
Sidney Levy, C. Gerald Goldsmith, and [five members to be designated by the
unofficial committee of certain holders of the corporation's 11 1/4% senior
subordinated notes], and shall hold office until the first annual meeting of
stockholders and until their successors have been elected and qualified or until
their earlier resignation or removal. Any Director may resign at any time upon
written notice to the Corporation. Thereafter, Directors who are elected at an
annual meeting of stockholders, and Directors who are elected in the interim to
fill vacancies and newly created Directorships, shall hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of Directors and/or for the removal of one or more Directors
and for the filling of any vacancies in the Board of Directors, including
vacancies resulting from the removal of Directors for cause or without cause,
any vacancy in the Board of Directors may be filled by the vote of a majority of
the remaining Directors then in office, although less than a quorum, or by the
sole remaining Director.

4.        MEETINGS.

          (a) TIME. Regular meetings shall be held at such time as the Board
shall fix. Special meetings may be called upon notice.

          (b) FIRST MEETING. Other than the first Board, the first meeting of
each newly elected Board may be held immediately after each annual meeting of
the stockholders at the same place at which the meeting is held, and no notice
of such meeting shall be necessary to call the meeting, provided a quorum shall
be present. In the event such first meeting is not so held immediately after the
annual meeting of the stockholders, it may be held at such time and place as
shall be specified in the notice given as provided for special meetings of the
Board of Directors, or at such time and place as shall be fixed by the consent
in writing of all of the Directors.

          (c) PLACE. Meetings, both regular and special, shall be held at such
place within or without the State of Delaware as shall be fixed by the Board.

          (d) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, the President, or of a majority of the
Directors.

          (e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings at least three days prior to the meeting; notice may be
given by telephone or telefax (in which case it is effective when given) or by
mail (in which case it is effective seventy-two hours after mailing by prepaid
first class mail). The notice of any meeting need not specify the purpose of the
meeting. Any requirement of furnishing a notice shall be waived by any Director
who signs a written waiver of such notice before or after the time stated
therein. Attendance of a Director at a meeting of the Board shall constitute a
waiver of notice of such meeting, except when the Director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

          (f) QUORUM AND ACTION. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the Directors in office shall constitute a quorum, provided that
such majority shall constitute at least one-third (1/3) of the whole Board. Any
Director may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by means of which all Directors
participating in the meeting can hear each other, and such participation in a
meeting of the Board shall constitute presence in person at such meeting. A
majority of the Directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
act of the Board shall be the act by vote of a majority of the Directors present
at a meeting, a quorum being present. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these By-Laws which govern a meeting of Directors held to
fill vacancies and newly created Directorships in the Board.

          (g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other Director chosen by the Board, shall preside.

5.        REMOVAL OF DIRECTORS.

          Any or all of the Directors may be removed for cause or without cause
by the stockholders.

6.        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. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers 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, except that committees shall have no
authority to fill vacancies on the Board.

7.        EXECUTIVE COMMITTEE.

          (a) Appointment. The Directors at their meeting held immediately after
the annual meeting of stockholders shall appoint the Chairman of the Board, the
President, and such other members of their body as they shall determine in their
sole discretion as an Executive Committee. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise (subject to any regulations which the Directors may from time to
time make) all the powers of the Board of Directors in the management and
direction of the operations of the Corporation (except the filling of vacancies
on the Board of Directors or any committee thereof and only such acts as must by
law be performed by the Directors themselves) in such manner as the Executive
Committee may deem best for the interests of the Corporation and its
stockholders in all cases in which specific directions shall not have been given
by the Board of Directors. All action by the Executive Committee shall be
reported to and shall be subject to review by the Board of Directors.

          (b) Chairman. The Board of Directors shall designate one of the
members of the Executive Committee to be its Chairman. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee.
The Chairman of the Executive Committee shall perform such other duties as may
be designated by the Board of Directors.

          (c) Meetings. The Executive Committee shall meet either telephonically
or at the office of the Corporation at such times as they shall by resolution
appoint, and may meet at any other time or place on the call of the Chairman.

          (d) Notice of Meeting. Notice of meetings of the Executive Committee
shall be given to each member by the Chairman at least five days before the
meeting.

          (e) Waiver of Notice. If any meeting of the Executive Committee at
which all of the members are present, though held without notice, any and all
business may be transacted in the same manner as if due notice had been given.

          (f) Quorum. A majority of the members of the Executive Committee shall
constitute a quorum. The act of the Executive Committee shall be the act by vote
of a majority of the members present at a meeting, a quorum being present.

          (g) Rules. The Executive Committee may from time to time adopt rules
for its procedures not in conflict with the Certificate of Incorporation,
By-Laws of the Corporation, or the actions taken by the Board of Directors.

          (h) Vacancies. The Board of Directors shall have the power at any time
to fill vacancies in, change the membership of, or to dissolve the Executive
Committee.

8.        ACTION IN WRITING.

          Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

                                  ARTICLE III
                                    OFFICERS

1.        EXECUTIVE OFFICERS.

          The Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice Presidents (which may be denominated
with additional descriptive titles), a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers and such other
officers as it may determine. Any number of offices may be held by the same
person.

2.        TERM OF OFFICE:  REMOVAL.

          Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of stockholders and until such
officer's successor has been elected and qualified or until the earlier
resignation or removal of such officer. The Board of Directors may at any time
remove any officer for cause or without cause.

3.        AUTHORITY AND DUTIES.

          All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-Laws, or, to the extent not so provided, by the
Board of Directors.

4.        THE CHAIRMAN OF THE BOARD OF DIRECTORS.

          The Chairman of the Board of Directors, if present and acting, shall
preside at all meetings of the Board of Directors, otherwise, the President, if
present, shall preside, or if the President does not so preside, any other
Director chosen by the Board shall preside. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation.

5.        THE PRESIDENT.

          The President shall be the chief operating officer of the Corporation.

6.        VICE PRESIDENTS.

          Any Vice President that may have been appointed, in the absence or
disability of the President, shall perform the duties and exercise the powers of
the President, in the order of their seniority, and shall perform such other
duties as the Board of Directors shall prescribe.

7.        THE SECRETARY.

          The Secretary shall keep in safe custody the seal of the Corporation
and affix it to any instrument when authorized by the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors.
The Secretary (or in such officer's absence, an Assistant Secretary, but if
neither is present another person selected by the Chairman for the meeting)
shall have the duty to record the proceedings of the meetings of the
stockholders and Directors in a book to be kept for that purpose.

8.        THE TREASURER.

          The Treasurer shall have the care and custody of the corporate funds,
and other valuable effects, including securities, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond for such term, in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
office and for the restoration to the Corporation, in case of such person's
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or under such person's control belonging to the Corporation.

                                   ARTICLE IV
                       CORPORATE SEAL AND CORPORATE BOOKS

          The corporate seal shall be in such form as the Board of Directors
shall prescribe. The books of the Corporation may be kept within or without the
State of Delaware, at such place or places as the Board of Directors may, from
time to time, determine.

                                   ARTICLE V
                                   FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Initially, the fiscal year shall
be the year ended December 31.

                                   ARTICLE VI
                                    INDEMNITY

          (a) Any person who was or is a party or 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 a
Director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
(including employee benefit plans) (hereinafter, an "indemnitee"), shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the 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 than
permitted prior thereto), against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such indemnitee in connection with such action, suit, or proceeding,
if the indemnitee 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 such conduct was unlawful. The termination of the proceeding, whether by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which 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 reasonable cause to believe such conduct
was unlawful.

          (b) 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 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 a Director, officer, employee, or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another Corporation, partnership, joint venture, trust, or
other enterprise (including employee benefit plans) shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the 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 than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she 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 except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court in which such suit or action 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 such court
shall deem proper.

          (c) All reasonable expenses incurred by or on behalf of the indemnitee
in connection with any suit, action, or proceeding, may be advanced to the
indemnitee by the Corporation to the extent permitted under the General
Corporation Law.

          (d) The rights to indemnification and to advancement of expenses
conferred in this article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Certificate of
Incorporation, a By-Law of the Corporation, agreement, vote of stockholders or
disinterested Directors, or otherwise.

          (e) The indemnification and advancement of expenses provided by this
article 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 person.

                                  ARTICLE VII
                                   AMENDMENTS

          The By-Laws may be amended, added to, rescinded, or repealed at any
meeting of the Board of Directors or of the stockholders, provided that notice
of the proposed change was given in the notice of the meeting; provided,
HOWEVER, that only stockholders of the Company may amend or repeal any By-Laws
adopted by such stockholders.