Exhibit 3.8

                               XANSER CORPORATION
                                     BYLAWS
                     (Amended and Restated - March 10, 2005)


                                    Article I

                                  Stockholders

     Section 1. Place of Holding  Meetings:  All  meetings  of the  stockholders
shall be held at the principal office of the Corporation outside of the State of
Delaware,  or at such other  place  within or without  the State of  Delaware as
shall be specified or fixed in the notices or waivers of notice thereof.

     Section 2. Quorum;  Adjournment  of Meetings:  The presence in person or by
proxy of  stockholders  entitled  to cast a majority in number of votes shall be
necessary  to  constitute a quorum at all  meetings of the  stockholders  unless
otherwise provided by law or by the certificate of incorporation. If less than a
quorum shall be in  attendance at the time for which the meeting shall have been
called,  the meeting may, after the lapse of at least half an hour, be adjourned
from time to time by vote of the  stockholders  holding a majority of the issued
and outstanding shares of the capital stock of the Corporation  entitled to vote
who are  present  in  person  or by proxy  at such  meeting,  for a  period  not
exceeding  one month for any one  adjournment,  without any notice or call other
than by  announcement at the meeting of the time and place 6f the holding of the
adjourned  meeting,  until a quorum  shall  attend.  Any meeting or  adjournment
thereof at which a quorum is present may also be  adjourned  by a like  majority
vote,  for such time without  notice or call, or upon such notice or call as may
be determined by such majority vote. At any adjourned  meeting at which a quorum
shall  be  present,  any  business  may be  transacted  which  might  have  been
transacted if the meeting had been held as originally called.

     Section 3. State Annual Meetings; Election of Directors: The annual meeting
of  stockholders  for the election of directors -and the  transaction of general
business  shall be held at ten  o'clock  (10:00) in the  forenoon  on the fourth
Monday in April in each  year,  or on such  other  date as may be  appropriately
selected  by the  Board of  Directors.  If this  date  shall  fall  upon a legal
holiday,  the meeting  shall be held on the next  succeeding  business day not a
legal holiday.  At each annual meeting the  stockholders  shall elect a board of
directors, and they may transact as any other business -within the powers of the
Corporation  as may come  before  the  meeting  without  special  notice of such
business.

     Section 4. Special  Meetings:  Special Meetings of the stockholders for any
purpose or purposes  may be called at any time in the interval  between  regular
meetings by the  President or by a majority of the board of  directors,  or by a
majority  of the  executive  committee,  and shall be  called by the  President,
Secretary or a director upon a request in writing therefor,  stating the purpose
or  purposes of the  meeting,  delivered  to the  President,  Secretary  or such
director,  signed by the holders of one-fifth of all the shares  outstanding and
entitled to vote.

     Section 5. Notice of  Stockholders  Meetings:  A written or printed notice,
stating  the  place,  day and hour of the  meeting,  and,  in case of a  special
meeting,  the business proposed to be transacted thereat,  shall be given by the
Secretary to each stockholder entitled to vote thereat by delivering such notice
to him  personally or by mailing it postage  prepaid and addressed to him at his
address as it appears upon the books of the Corporation,  at least ten (10) days
prior to the meeting.  No business  shall be transacted  at any special  meeting
except that referred to in the notice.

     Section 6. Voting; Elections;  Inspectors; Votes by Ballot: At all meetings
of  stockholders,  every  stockholder  of record of any class  entitled  to vote
thereat shall have one vote for each share of full paid and nonassessable  stock
standing  in his  name on the  books  of the  Corporation  on the  date  for the
determination of stockholders entitled to vote at such meeting, either in person
or by proxy appointed by instrument in writing subscribed by such stockholder or
his duly  authorized  attorney.  All  elections  shall be had and all  questions
decided by a  majority  vote of the votes  cast at a duly  constituted  meeting,
except  as  otherwise  provided  for in these  bylaws or in the  certificate  of
incorporation  or  by  some  specific   statutory   provision   superseding  the
restrictions  and  limitations  contained  in the bylaws or the  certificate  of
incorporation.  At any election of  directors,  the chairman of the meeting may,
and upon the request of the holders of ten  percent  (l0%) of the stock  present
and entitled to vote at such election shall,  appoint two inspectors of election
who shall  subscribe an oath or affirmation to execute  faithfully the duties of
inspectors at such election with strict  impartiality  and according to the best
of their ability and shall canvass the votes and make and sign a certificate  of
the result  thereof.  No candidate for the office of director shall be appointed
as such inspector.  The chairman of the meeting may cause a vote by ballot to be
taken upon any  election or matter,  and such vote by ballot shall be taken upon
the  request  of the  holders  of ten  percent  (l0%) of the stock  present  and
entitled to vote on such election or matter.

     Section  7.  Conduct  of  Stockholders'   Meetings:  The  meetings  of  the
stockholders  shall be presided  over by the Chairman of the Board,  or if he is
not present,  by the President,  or if he is not present, by a Vice President or
if neither the Chairman of the Board, President nor a Vice President is present,
by a chairman  elected at the  meeting.  The  Secretary of the  Corporation,  if
present,  shall act as secretary of such meetings,  or if he is not present,  an
Assistant  Secretary  shall so act; if neither the  Secretary  nor an  Assistant
Secretary is present, then a secretary shall be appointed by the chairman of the
meeting.  The order of business  shall be as follows:  (a) calling of meeting to
order  (b)  election  of a  chairman  and the  appointment  of a  secretary,  if
necessary  (c)  presentation  of proof of the due  calling  of the  meeting  (d)
presentation  and  examination  of proxies  (e) reading  and  settlement  of the
minutes of the previous  meeting (f) reports of officers and  committees (g) the
election of directors and officers,  if an annual  meeting,  or a meeting called
for that purpose (h)  unfinished  business  (i) new  business  (j)  adjournment.
Section  8.  Validity  of  Proxies;  Ballots;  Etc.:  At  every  meeting  of the
stockholders,  all  proxies  shall be  received  and  taken in charge of and all
ballots  shall be received  and  canvassed  by the  secretary of the meeting who
shall decide all questions touching the qualification of voters, the validity of
the proxies,  and the  acceptance  or rejection of votes,  unless  inspectors of
election  shall have been  appointed by the  chairman of the  meeting,  in which
event such inspectors of election shall decide all such questions.

                                   Article II
                                    Directors

     Section 1. Election of Directors;  Terms of Office:  At all meetings of the
stockholders  for the election of  directors  at which a quorum is present,  the
persons  receiving  the greatest  number of votes shall be the  directors.  Each
director of the  Corporation  shall hold office until the next annual meeting of
the stockholders and thereafter until his successor shall have been duly elected
and shall have  qualified,  or until he shall resign or be removed in accordance
with the provisions of these bylaws.

     Section 2. First Meeting:  The newly elected directors may hold their first
meeting for the purpose of organization  and the  transaction of business,  if a
quorum be present, immediately after the annual meeting of the stockholders;  or
the time and place of such meeting may be fixed by consent in writing of all the
directors.

     Section 3. Regular Meetings: Regular meetings of the board of directors may
be held  without  notice at such  places  and times as may be fixed from time to
time by resolution of the board.

     Section 4. Special Meetings;  How Called;  Notice:  Special meetings of the
board of directors may be called by the President or, on the written  request of
any two directors,  by the Secretary,  in each case on at least twenty-four (24)
hours  written or  printed  or  telegraphic,  cable or  wireless  notice to each
director.  Such notice,  or any waiver thereof  pursuant to Section 2 of Article
VIII hereof,  need not state the purpose or purposes of such meeting,  except as
may  otherwise be required by law, by the  certificate  of  incorporation  or in
these bylaws.

     Section 5. Place of Meeting; Order of Business The directors may hold their
meetings,  have one or more  offices,  and keep  the  books of the  corporation,
outside the State of Delaware,  at any office or offices of the corporation,  or
at any other place,  as they may from time to time by resolution  determine.  At
all  meetings of the board of directors  business  shall be  transacted  in such
order as shall from time to time be determined by resolution of the board.

     Section 6. Number and Quorum:  The business and property of the corporation
shall be conducted and managed by a board  consisting of not less than three (3)
nor more than sixteen (16) directors,  none of whom need be a stockholder of the
corporation.  A  majority  of  the  members  of the  board  of  directors  shall
constitute a quorum for the  transaction of business.  The board of directors of
the corporation shall initially be composed of six (6) directors,  but the board
may at any time be  increased  to not more than sixteen (16) or decreased to not
less than three (3) by the stockholders at any regular or special meeting of the
stockholders  or by the board of  directors  as  provided  in  Section 7 of this
Article,  provided that the number of directors  constituting the board shall in
no case be decreased  below the number then in office except in connection  with
the removal of a director  under the provisions of Section 9 of this Article II.
A majority of the directors  shall  constitute a quorum for the  transaction  of
business.

     Section 7.  Increase or Decrease of Number of  Directors:  Any time or from
time to time at a special meeting called for the purpose, the board of directors
may increase the number of directors of the corporation to not more than sixteen
(16) or decrease  the number of  directors to not less than three (3) and at any
such  meeting  at which the board is  increased,  or at any  subsequent  special
meeting called for the purpose and held prior to the next annual  election,  the
board,  by the vote of a  majority  of the board  then in  office,  may fill the
vacancies  created  by  any  such  increase  in the  number  of  directors.  The
additional  directors so chosen shall hold office until the next annual election
and until their successors are elected and shall qualify.

     Section 8. Resignations: Any director or member of the committee may resign
at any time. Such resignation  shall be made in writing and shall take effect at
the time  specified  there in, and if no time be  specified,  at the time of its
receipt by the president or Secretary. The acceptance of a resignation shall not
be necessary to make it effective.

     Section 9: Removal of Directors:  At a special meeting of the  stockholders
called and held for such  purpose;  any director may; by a vote of a majority of
all of the shares of stock  outstanding  and  entitled to vote,  be removed from
office and another be appointed in the place of the person so removed,  to serve
for the remainder of his term.

     Section 10:  Filling of Vacancies:  Subject to the provisions of Sections 7
and 9 of this Article,  if the office of any  director,  member of the executive
committee,  or other  office  becomes  vacant,  a majority of the  directors  in
office; if more than a quorum,  or if less than a quorum,  then the directors in
office,  may appoint any qualified  person to fill such vacancy,  who shall hold
office for the un-expired  term and until his successor shall be duly chosen and
shall qualify.

     Section 11. Powers of Directors:  The board of directors shall exercise all
of the powers of the Corporation  subject to the restrictions  imposed by law by
the certificate of  incorporation,  or by these bylaws.  The directors shall act
only as a board and the individual directors shall have no power as such.

     Section 12.  Compensation  of  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 a stated salary 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.

     Section 13. Approval or Ratification of Acts or Contracts by  Stockholders:
The board of  directors  in its  discretion  may submit any act or contract  for
approval or  ratification at any annual meeting of the  stockholders,  or at any
special  meeting of the  stockholders  called for the purpose of considering any
such act or  contract,  and any act or  contract  that shall be  approved  or be
ratified  by the vote of the  stockholders  holding a majority of the issued and
outstanding shares of the capital stock of the Corporation  entitled to vote and
present  in  person  or by  proxy at such  meeting  (provided  that a quorum  be
present), shall be as valid and as binding upon the Corporation and upon all the
stockholders as if it has been approved or ratified by every  stockholder of the
Corporation.

                                   Article III
                                   Committees

     Section 1. Executive Committee;  Designation:  The board of directors, by a
resolution passed by a majority of the whole board, may designate two or more of
its members to constitute an executive  committee,  each member of which, unless
otherwise  determined by the board,  shall continue to be a member thereof until
the expiration of his term of office as a director.

     Section 2. Powers:  During the intervals  between the meetings of the board
of directors,  the executive  committee  shall have,  and may exercise,  all the
powers of the board of directors in the  management  of the business and affairs
of the  Corporation,  in such manner as the executive  committee shall deem best
for the interests of the Corporation,  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 the board of
directors at its meeting next  succeeding  such action,  and shall be subject to
revision or  alteration  by the board of  directors;  provided that no rights or
acts of third parties shall be affected by any such revision or alteration.

     Section 3.  Procedure;  Meetings;  Quorum:  The executive  committee  shall
choose its own chairman and secretary, shall fix its own rules of procedure, and
shall meet at such times and at such place or places as may be  provided by such
rules, or by resolution of the executive committee or of the board of directors.
At every  meeting of the  executive  committee the presence of a majority of all
the  members  thereof  shall  be  necessary  to  constitute  a  quorum  and  the
affirmative vote of a majority of the members present shall be necessary for the
adoption by it of any resolution.

     Section 4. Other Committees:  The board of directors,  by resolution passed
by a  majority  of the  whole  board,  may  designate  members  of the  board to
constitute other committees,  which shall in each case consist of such number of
directors, not less than two, and shall have and may exercise such powers as the
board may determine and specify in the respective resolutions appointing them. A
majority of all the members of any such  committee  may determine its action and
fix the time and place of its  meetings,  unless  the board of  directors  shall
otherwise provide. The board of directors shall have power at any time to change
the number,  subject as aforesaid,  and members of any such  committee,  to fill
vacancies, and to discharge any such committee.

                                   Article IV
                                    Officers

     Section 1. Officers: The officers of the Corporation shall be a Chairman of
the  Board,  a  President,  one or  more  Vice  Presidents,  a  Treasurer  and a
Secretary, all of whom shall be elected by the board of directors.

     The board of directors or the  executive  committee may appoint one or more
Assistant Treasurers, one or more Assistant Secretaries, and such other officers
as they, or either of them,  may deem  necessary,  who shall have such authority
and shall  perform  such  duties as from time to time may be  prescribed  by the
board of directors or the executive committee.  Any two offices, except those of
President and Secretary may be held by the same persons.

     Section 2. President: The President shall be the chief executive officer of
the Corporation.  He shall have general supervision of the business, affairs and
property of the Corporation,  and of its officers and agents, subject,  however,
to the control of the board of directors and of the executive committee.  He may
agree  upon,  execute  and  deliver  all  authorized  bonds,  notes,  contracts,
agreements or other  obligations or instruments in the name of the  Corporation,
and  with  the  Treasurer  or an  Assistant  Treasurer  or the  Secretary  or an
Assistant  Secretary  may execute and  deliver  all  certificates  for shares of
capital  stock of the  Corporation  and any  warrants  evidencing  the  right to
subscribe to shares of the capital stock of the  Corporation  He shall  annually
prepare a full and true statement of the affairs of the Corporation  which shall
be submitted at the annual meeting of stockholders.

     Section 3.  Chairman of the Board:  The Chairman of the Board shall preside
at all meetings of the stockholders and of the board of directors and shall have
such other powers and duties as  designated  in these bylaws and as from time to
time may be assigned to him by the board of directors.

     Section 4. Vice  Presidents:  At the  request of the  President,  or in his
absence or disability or failure to act, a Vice President shall have and perform
all the duties of the President,  and, when so acting, shall have all the powers
of and be subject to all  restrictions  upon the  President.  Any Vice President
(unless otherwise provided by resolutions of the board of directors or executive
committee)  may  execute and deliver all  authorized  bonds,  notes,  contracts,
agreements or other  obligations or instruments in the name of the  Corporation,
and with  the  Secretary  or an  Assistant  Secretary,  or the  Treasurer  or an
Assistant  Treasurer,  may sign all  certificates for shares of capital stock of
the Corporation and any warrants  evidencing the right to subscribe to shares of
capital  stock of the  Corporation.  Each Vice  President  shall have such other
powers and shall  perform  such other  duties as may be  assigned  to him by the
board of directors, the executive committee or by the President.

     Section 5.  Treasurer:  The Treasurer  shall have the custody of all funds,
securities,  evidences  of  indebtedness  and other  valuable  documents  of the
Corporation;  he shall  receive  and give or cause  to be  given,  receipts  and
acceptances for moneys paid in on account of the Corporation,  and shall pay out
of the funds on hand all just debts of the  Corporation of whatever  nature upon
maturity of the same;  he shall enter or cause to be entered in the books of the
Corporation to be kept for that purpose full and accurate accounts of all moneys
received and paid out on account of the Corporation and whenever required by the
board of directors,  the executive committee or the President, he shall render a
statement  of his cash  accounts;  he may  sign  with  the  President  or a Vice
President  any or all  certificates  for  shares  of the  capital  stock  of the
Corporation and any warrants  evidencing the right to subscribe to shares of the
capital  stock of the  Corporation;  and in general he shall perform all. of the
other duties incident to the office 6f Treasurer and such other duties as may be
assigned  to him by the  board of  directors,  the  executive  committee  or the
President.

     Section 6. Assistant  Treasurer:  At the request of the  Treasurer,  in his
absence or  disability or failure to act, an Assistant  Treasurer  shall perform
all the duties of the Treasurer,  and when so acting,  shall have all the powers
of, and be subject to all the  restrictions  upon, the Treasurer.  The Assistant
Treasurers  shall perform such 6ther duties as from time to time may be assigned
to them by the President, the Treasurer, the board of directors or the executive
committee.

     Section 7. The  Secretary:  The  Secretary  shall be sworn to the  faithful
discharge  of his duties;  shall keep or cause to be kept in books  provided for
the  purpose the minutes of all  meetings of the  stockholders,  of the board of
directors  and of the executive  committee;  shall see that all notices are duly
given in accordance  with the provisions of these bylaws and as required by law;
shall be  custodian  of the records and of the seal of the  Corporation  and see
that the seal is affixed to all  documents,  the execution and delivery of which
on behalf of the  Corporation  under its seal are duly  authorized in accordance
with the  provisions of these  bylaws;  shall keep a register of the post office
address  of each  stockholder,  and make all proper  changes  in such  register,
retaining  and  filing his  authority  for all such  entries;  may sign with the
President or a Vice President any and all certificates for shares of the capital
stock of the Corporation  and any warrants  evidencing the right to subscribe to
shares  of the  capital  stock of the  Corporation;  shall  see that the  books,
reports,  statements,  certificates and all other documents and records required
by law are properly kept and filed;  and in general the Secretary  shall perform
all duties  incident to the office of  Secretary  and such other  duties as may,
from time to time, be assigned to him by the board of  directors,  the executive
committee, or the President.

     Section 8. Assistant Secretaries: At the request of the Secretary or in his
absence or  disability or fai1ure to act; an Assistant  Secretary  shall perform
all the duties of the Secretary  and, when so acting,  shall have all the powers
of, and be subject to, all the  restrictions  upon the Secretary.  The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the President, the Secretary, the board of directors or the executive
committee.

     Section 9.  Salaries:  The salaries or other  compensation  of the officers
shall be fixed from time to time by the board of directors) and no officer shall
be prevented from receiving such salary or other  compensation  by reason of the
fact that he is also a director of the Corporation.

     Section 10 Removal of  Officers:  Any officer may  removed,  either with or
without  cause,  by the vote of a majority of the whole board of  directors at a
special  meeting called for the purpose) or at any regular meeting of the board,
provided the notice for such meeting  shall  specify that the matter of any such
proposed removal will be considered at the meeting.

                                    Article V
                                  Capital Stock

     Section 1.  Certificates of Stock:  Vice President shall cause to be issued
one or more  certificates  under the seal to each stockholder of the Corporation
and  signed  by the  President  or a Vice  President  and  the  Secretary  or an
Assistant Secretary or the Treasurer or an Assistant  Treasurer,  certifying the
number of shares  (and,  if the stock of the  Corporation  shall be divided into
classes,  the class or classes of such shares) owned by such  stockholder in the
Corporation;  provided,  however,  that if any certificate  shall be signed by a
transfer agent, or by a transfer clerk and registrar,  appointed by the board of
directors for the purpose,  the signatures of the officers of the Corporation on
the  certificate  may be  facsimile.  The stock record books and the blank stock
certificate  books  shall be kept by the  Secretary,  or at the  Office  of such
transfer  agent or transfer  agents as the board of directors  or the  executive
committee  may from time to time by resolution  determine.  In case any officers
who shall have signed,  or whose  facsimile  signature or signatures  shall have
been  used on,  any such  certificate  or  certificates  shall  cease to be such
officer or officers, whether because of death, resignation or otherwise,  before
such  certificate or certificates  shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered by the
Corporation  as though the person or persons  who  signed  such  certificate  or
certificates  or whose  facsimile  signature or signatures  shall have been used
thereon had not ceased to be such officer or officers.

     Section 2. Transfer of Shares: The shares of stock of the Corporation shall
be transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal  representatives,  and upon such transfer the
old certificates shall be surrendered to the Corporation by the delivery thereof
to the Secretary or the transfer agent for said shares of stock or to such other
person as the board of directors  may  designate  by whom such old  certificates
shall be cancelled,  and new  certificates  shall thereupon be issued.  A record
shall be made of each transfer.

     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
any  adjournment  thereof or to express  consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect to any change  conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which shall not be more than sixty or less than ten days before the date of such
meeting,  nor more than sixty days prior to any other action. 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. Dividends:  The directors may declare dividends from the surplus
or net  profits  of the  Corporation  as and when  they deem  expedient.  Before
declaring any dividend  there may be reserved out of surplus or net profits such
sum or sums as the directors from time to time in their  discretion think proper
for working capital or as a reserve fund to meet contingencies or for equalizing
dividends,  or for such other purposes as the directors shall think conducive to
the interest of the Corporation.

     Section 5. Lost or  Destroyed  Certificates:The  board of  directors or the
executive committee may determine the conditions upon which a new certificate of
stock may be issued in place of a certificate which is alleged to have been lost
or  destroyed;  and  may,  in  their  discretion,  require  the  owner  of  such
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the  Corporation and each transfer agent against any and all losses or
claims which may arise by reason of the issue of a new  certificate in the place
of the one so lost or destroyed.

                                   Article VI
                                 Corporate Seal

     The board of directors  shall provide a corporate  seal,  which shall be in
the form of a circle,  shall include the name of the Corporation and year of its
incorporation  and shall  otherwise  be in such form as shall be approved by the
board of directors.

                                   Article VII
                         Contracts, Notes, Checks, Etc.

     Section 1.  Execution  of  Contracts:  The board of  directors or executive
committee may authorize  any officer or officers,  agent or agents,  in the name
and on behalf of the  Corporation,  to enter into any  contract  or execute  and
deliver  any  instrument,  and such  authority  may be  general or  confined  to
specific  instances;  and unless so  authorized by the board of directors or the
executive committee or expressly authorized by these bylaws, no officer or agent
or employee  shall have any power or  authority to bind the  Corporation  by any
contract or other undertaking or to render it liable for the payment of money or
to subject it to any other obligation.

     Section 2.  Execution of Notes,  Checks,  Etc.:  All notes,  bonds or other
certificates  or evidence of indebtedness  of the  Corporation,  and all checks,
drafts,  notes and other orders for the payment of money out of the funds of the
Corporation shall be signed on behalf of the Corporation in such manner as shall
from time to time be  determined  by resolution of the board of directors or the
executive committee.

                                  Article VIII
                            Miscellaneous Provisions

     Section 1. Fiscal  Year:  The fiscal year of the  Corporation  shall be the
calendar year.

     Section 2.  Notice and Waiver of Notice:  The term  notice as used in these
bylaws shall not mean personal notice unless expressly so stated; any' notice so
required  shall be deemed to be sufficient if given by depositing  the same in a
post office box in a sealed postpaid  wrapper)  addressed to the person entitled
thereto at 'his last known post office address,  and such notice shall be deemed
to have been given on the day of such mailing.  Any notice" required to be given
under these bylaws may be waived by the person entitled thereto.

     Section 3. Voting upon  Stocks:  Unless  otherwise  ordered by the board of
directors) or by the executive  committee,  the President  shall have full power
and authority on behalf of the  Corporation  to attend and to act and to vote at
any meetings of  stockholders  of any  corporation in which the  Corporation may
hold stock, and at any such meeting shall possess,  and may exercise any and all
the rights and powers incident to the ownership of such stock,  and which as the
owner thereof,  the  Corporation  might have possessed and exercised if present.
The board of directors' or the executive committee, by resolution,  from time to
time may confer like powers upon any other  person or persons,  which powers may
be general or confined to specific instances.

     Section 4. Indemnification of Officers and Directors:

          (a) To the full extent  permitted  by  applicable  law  (whether as in
     effect  at the time of  adoption  of this  Section  or as such  laws may be
     amended from time to time), the Corporation  shall indemnify any person who
     was or is a party or is  threatened  to be made a party to any  threatened,
     pending or completed action, suit or proceeding,  whether civil,  criminal,
     administrative or investigative,  by reason of the fact that he is or was a
     director  or  officer  of  the  Corporation,  against  expenses  (including
     attorney' fees)  judgments,  fines and amounts paid in settlement  actually
     and  reasonably  incurred by him in  connection  with such action,  suit or
     proceeding.  Such  indemnification  may, in the  discretion of the board of
     directors, include advances of his expenses in advance of final disposition
     of such  action,  suit or  proceeding,  subject  to the  provisions  of any
     applicable statute.

          (b) The  indemnification  provided by this Section shall not be deemed
     exclusive of any other rights to which a person seeking indemnification may
     be entitled  under any law,  bylaws,  agreement,  vote of  stockholders  or
     disinterested  directors or otherwise and shall inure to the benefit of the
     heirs, executors and administrators of such person.

     Section 5.  Engineering  Decisions  in Alaska.  All  engineering  decisions
pertaining  to  engineering  activities in the State of Alaska shall be; made by
the specified  registered  engineer in  responsible  charge as designated by the
board of  directors,  or other  registered  engineers  under his  direction  ;or
supervision.

                                   ARTICLE IX
                                   Amendments

     The board of  directors  shall  have full  power to alter,  amend or repeal
these bylaws or any  provision  thereof,  or to make new bylaws,  at any regular
meeting as part of the general business of such meeting, or at a special meeting
called  for the  purpose.  Bylaws  made,  altered  or  amended  by the  board of
directors may be altered, amended or repealed by the stockholders.