Exhibit 10.2
                                                                    ------------

                      SECOND AMENDED AND RESTATED BY-LAWS

                                       OF

                        N-VIRO INTERNATIONAL CORPORATION

                                   ARTICLE I
                                  Stockholders
                                  ------------
     SECTION  1.  Annual  Meeting. The annual meeting of the stockholders of the
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Corporation shall be held on such date, at such time and at such place within or
without  the  State  of Delaware as may be designated by the Board of Directors,
for  the  purpose  of  electing  Directors and for the transaction of such other
business  as  may  be  properly  brought  before  the  meeting.

     SECTION  2.  Special  Meetings.  Except  as  otherwise  provided  in  the
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Certificate  of  Incorporation,  a  special  meeting  of the stockholders of the
Corporation  may  be  called  at  any  time  by  the  Board  of Directors or the
President.  Any  special meeting of the stockholders shall be held on such date,
at  such  time  and at such place within or without the State of Delaware as the
Board  of  Directors  or  the  officer  calling  the meeting may designate. At a
special  meeting  of  the  stockholders,  no business shall be transacted and no
corporate  action  shall  be  taken  other than that stated in the notice of the
meeting  unless  all  of  the stockholders are present in person or by proxy, in
which case any and all business may be transacted at the meeting even though the
meeting  is  held  without  notice.

     SECTION  3.  Notice  of  Meetings.  Except  as  otherwise provided in these
                  --------------------
By-Laws or by law, a written notice of each meeting of the stockholders shall be
given  not  less  than ten (10) nor more than sixty (60) days before the date of
the  meeting  to  each  stockholder  of the Corporation entitled to vote at such
meeting  at  his  address  as  it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of a
special  meeting,  the  purpose  or  purposes  for  which the meeting is called.

     SECTION  4.  Quorum.  At  any meeting of the stockholders, the holders of a
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majority  in  number of the total outstanding shares of stock of the Corporation
entitled  to  vote  at  such meeting, present in person or represented by proxy,
shall  constitute  a  quorum  of  the  stockholders for all purposes, unless the
representation  of  a  larger  number of shares shall be required by law, by the
Certificate  of  Incorporation  or  by  these  By-Laws,  in  which  case  the
representation  of  the  number of shares so required shall constitute a quorum;
provided  that  at  any  meeting of the stockholders at which the holders of any
class  of  stock  of  the  Corporation shall be entitled to vote separately as a
class,  the  holders  of a majority in number of the total outstanding shares of
such class, present in person or represented by proxy, shall constitute a quorum
for  purposes of such class vote unless the representation of a larger number of
shares  of  such  class  shall  be  required  by  law,  by  the  Certificate  of
Incorporation  or  by  these  By-Laws.

     SECTION 5.  AdjournedMeetings.  Whether or not a quorum shall be present in
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person  or  represented  at  any  meeting  of the stockholders, the holders of a
majority  in  number of the shares of stock of the Corporation present in person
or  represented  by  proxy and entitled to vote at such meeting may adjourn from
time  to  time;  provided, however, that if the holders of any class of stock of
the  Corporation  are  entitled to vote separately as a class upon any matter at
such  meeting, any adjournment of the meeting in respect of action by such class
upon  such matter shall be determined by the holders of a majority of the shares
of  such class present in person or represented by proxy and entitled to vote at
such  meeting. When a meeting is adjourned to another time or place, notice need
not  be  given  of  the  adjourned  meeting  if  the  time and place thereof are
announced  at  the  meeting  at which the adjournment is taken. At the adjourned
meeting  the  stockholders, or the holder of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which might
have  been transacted by them at the original meeting. If the adjournment is for
more  than  thirty  (30)  days, or if after the adjournment a new record date is
fixed  for  the  adjourned  meeting,  a notice of the adjourned meeting shall be
given  to  each stockholder of record entitled to vote at the adjourned meeting.

     SECTION  6.  Organization.  The  President  or,  in  his  absence,  a  Vice
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President shall call all meetings of the stockholders to order, and shall act as
Chairman  of  such meetings. In the absence of the President and all of the Vice
Presidents,  the  holders  of a majority in number of the shares of stock of the
Corporation  present  in  person or represented by proxy and entitled to vote at
such  meeting  shall  elect  a  Chairman.

     The  Secretary of the Corporation shall act as Secretary of all meetings of
the stockholders; but in the absence of the Secretary, the Chairman may appoint,
any  person  to  act  as  Secretary  of the meeting. It shall be the duty of the
Secretary  to  prepare  and make, at least ten (10) days before every meeting of
stockholders,  a complete list of stockholders entitled to vote at such 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,  either  at  a  place within the city where the meeting is to be held,
which  place  shall  be  specified  in  the  notice of the meeting or, if not so
specified,  at  the place where the meeting is to be held, for the ten (10) days
next  preceding  the  meeting,  to  the  examination of any stockholder, for any
purpose  germane  to  the  meeting, during ordinary business hours, and shall be
produced  and  kept  at  the time and place of the meeting during the whole time
thereof  and  subject  to  the inspection of any stockholder who may be present.

     SECTION  7.  Voting.  Except  as  otherwise  provided in the Certificate of
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Incorporation or by law, each stockholder shall be entitled to one vote for each
share  of  the  capital  stock of the Corporation registered in the name of such
stockholder upon the books of the Corporation. Each stockholder entitled to vote
at  a  meeting  of  stockholders  or  to express consent or dissent to corporate
action  in  writing without a meeting may authorize another person or persons to
act for him by proxy, but no such proxy shall be voted or acted upon after three
(3)  years  from  its  date, unless the proxy provides for a longer period. When
directed  by  the  presiding  officer or upon the demand of any stockholder, the
vote  upon  any  matter  before  a  meeting  of stockholders shall be by ballot.

     At  each meeting of the stockholders for the election of directors at which
a quorum is present, each nominee for director shall be elected by a majority of
the  votes  cast;  provided that (i) if, as of the record date for such meeting,
the  number  of  nominees  exceeds  the  number  of directors to be elected, the
nominees  receiving the greatest number of votes of the stockholders entitled to
vote thereon, present in person or by proxy, shall be the directors for the term
as  set  forth in these By-Laws (even if less than a majority), and (ii) no more
than  the  authorized number of directors to be elected as fixed by the Board of
Directors  shall  be  elected.  Plurality voting shall apply if the Secretary of
the  Corporation receives a notice that a stockholder has nominated a person for
election  to  the  Board  of  Directors  in  compliance  with the advance notice
requirements  for  stockholder  nominees for director set forth in Section 10 of
this Article I and such nomination has not been withdrawn by such stockholder on
or  before  the tenth day before the Corporation first mails its notice for such
meeting  to  the stockholders.  If directors are to be elected by a plurality of
the  votes  cast, stockholders shall not be permitted to vote against a nominee.
For  purposes of Section 7 of this Article I, a majority of the votes cast means
that  the  number of votes cast "for" a director must exceed the number of votes
cast  "against"  the  director.

Except  as otherwise provided by law, by the Certificate of Incorporation, or by
these  By-Laws,  whenever  any  other  corporate  action  is  to be taken by the
stockholders,  it  shall  be  authorized  by  a  majority of the votes cast at a
meeting  of  stockholders  by  the  stockholders  entitled  to  vote  thereon.

Shares  of  the capital stock of the Corporation belonging to the Corporation or
to  another  corporation,  if  a  majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by  the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes.

     SECTION  8.  Inspectors.  When required by law or directed by the presiding
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officer  or  upon  the  demand  of  any  stockholder  entitled  to vote, but not
otherwise,  the  polls shall be opened and closed, the proxies and ballots shall
be received and taken in charge, and all questions touching the qualification of
voters,  the  validity of proxies and the acceptance or rejection of votes shall
be  decided at any meeting of the stockholders by two or more Inspectors who may
be  appointed  by  the  Board  of  Directors  before  the  meeting, or if not so
appointed,  shall  be  appointed by the presiding officer at the meeting. If any
person  so  appointed  fails  to  appear  or  act,  the vacancy may be filled by
appointment  in  like  manner.

     SECTION  9.  Consent  of Stockholders in Lieu of Meeting.  Unless otherwise
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provided in the Certificate of Incorporation, any action required to be taken or
which  may  be taken at any annual or special meeting of the stockholders of the
Corporation,  may be taken without a meeting, without prior notice and without a
vote,  if  a  consent  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 to take such action at a
meeting  at  which  all  shares entitled to vote thereon were present and voted.
Prompt  notice  of  the taking of any such corporate action without a meeting by
less  than  unanimous  written  consent shall be given to those stockholders who
have  not  consented  in  writing.

     SECTION  10.  Advance  Notice  of  Stockholder Nominee.  Such stockholder's
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notice  shall  set  forth  as  to  each  person whom the stockholder proposes to
nominate  for election or re-election as a director (i) 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, (ii) such person's written
consent  to  serve  as a director if elected, and (iii) a statement whether such
person, if elected, intends to tender, promptly following such person's election
or  re-election, an irrevocable resignation effective upon such person's failure
to  receive  the required vote for re-election at the next meeting at which such
person  would  face  re-election.

                                   ARTICLE II
                               Board of Directors
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     SECTION  1.  Number  and  Term  of Office.  The business and affairs of the
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Corporation  shall be managed by or under the direction of a Board of Directors,
none of whom need to be stockholders of the Corporation. The number of Directors
constituting  the  Board  of  Directors  shall  be  fixed  from  time to time by
resolution  passed  by a majority of the Board of Directors. The Directors shall
be  classified  with  respect  to  the  time for which they shall severally hold
office  into  two  (2)  classes as nearly equal in number as possible. Except as
hereinafter  otherwise  provided  for  the  filling  of  vacancies,  the Class I
Directors  shall  hold  office  for  an initial term expiring at the 2004 annual
meeting  of  stockholders  and  the  Class II Directors shall hold office for an
initial  term  expiring  at  the  2005  annual meeting of stockholders, with the
members  of  each  class  of  Directors  to  hold  office until their respective
successors  have  been  duly  elected  and  qualified  or  until  their  earlier
resignation,  removal, retirement or death. Thereafter at each annual meeting of
stockholders,  the  successors  to  the class of Directors whose term expires at
that  meeting  shall be elected to hold office for a term expiring at the annual
meeting  of  stockholders  held  in  the second year following the year of their
election  and  until  their  respective  successors  have  been duly elected and
qualified  or  until  their  earlier  resignation, removal, retirement or death.

     SECTION  2.  Removal. Vacancies and Additional Directors.  The stockholders
                                                                 --
may,  at  any  special meeting the notice of which shall state that it is called
for  that  purpose,  remove,  with  or  without cause, any Director and fill the
vacancy;  provided  that  whenever  any  Director shall have been elected by the
holders  of  any  class of stock of the Corporation voting separately as a class
under  the  provisions of the Certificate of Incorporation, such Director may be
removed and the vacancy filled only by the holders of that class of stock voting
separately  as  a  class. Vacancies caused by any such removal and not filled by
the  stockholders  at the meeting at which such removal shall have been made, or
any  vacancy caused by the death or resignation of any Director or for any other
reason,  and  any  newly created directorship resulting from any increase in the
authorized  number  of  Directors,  may  be  filled by the affirmative vote of a
majority  of  the Directors then in office, although less than a quorum, and any
Director so elected to fill any such vacancy or newly created directorship shall
hold  office  until  his successor is elected and qualified or until his earlier
resignation or removal. The Directors chosen to fill vacancies shall hold office
for  a  term  expiring  at the end of the next annual meeting of stockholders at
which the term of the class to which they have been elected expires. No decrease
in the number of Directors constituting the Board of Directors shall shorten the
term  of  any  incumbent  Director.
     When  one  or  more  Directors  shall  resign effective at a future date, a
majority  of the Directors then in office, including those who have so resigned,
shall  have  power  to  fill such vacancy or vacancies, the vote thereon to take
effect  when  such  resignation or resignations shall become effective, and each
Director  so  chosen shall hold office as herein provided in connection with the
filling  of  other  vacancies.

     SECTION 3.  Place of Meeting.  The Board of Directors may hold its meetings
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in  such  place  or  places  in  the  State  of Delaware or outside the State of
Delaware  as  the  Board  from  time  to  time  shall  determine.

     SECTION  4.  Regular  Meetings.  Regular meetings of the Board of Directors
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shall  be  held  at  such  times  and  places  as the Board from time to time by
resolution  shall determine. No notice shall be required for any regular meeting
of the Board of Directors; but a copy of every resolution fixing or changing the
time  or  place  of  regular meetings shall be mailed to every Director at least
five  (5)  days  before  the  first  meeting  held  in  pursuance  thereof.

     SECTION  5.  Special  Meetings.  Special meetings of the Board of Directors
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shall  be  held whenever called by the Chairman, the President or by any four of
the  Directors  then  in  office.
     Notice  of the day, hour and place of holding of each special meeting shall
be  given  by  mailing  the  same at least two (2) days before the meeting or by
causing  the same to be transmitted by telegraph, cable or wireless at least one
day  before  the  meeting  to  each  Director. Unless otherwise indicated in the
notice  thereof,  any  and all business other than an amendment of these By-Laws
may  be transacted at any special meeting, and an amendment of these By-Laws may
be  acted upon if the notice of the meeting shall have stated that the amendment
of  these By-Laws is one of the purposes of the meeting. At any meeting at which
every  Director  shall  be present, even though without any notice, any business
may  be  transacted,  including  the  amendment  of  these  By-Laws.

     SECTION 6.  Quorum.  Subject to the provisions of Section 2 of this ARTICLE
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II,  a  majority  of  the  members  of the Board of Directors in office plus one
director(but  in  no  case  less  than  one-third  (1/3)  of the total number of
Directors shall constitute a quorum for the transaction of business and the vote
of  the  majority  of  the  Directors  present  at  any  meeting of the Board of
Directors  at  which  a  quorum  is  present  shall  be  the act of the Board of
Directors.  If  at any meeting of the Board there is less than a quorum present,
a  majority  of  those  present  may  adjourn  the  meeting  from  time to time.

     SECTION  7.  Organization.  The  Chairman of the Board shall preside at all
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meetings of the Board of Directors. In the absence of the Chairman of the Board,
an acting Chairman shall be elected from the Directors present. The Secretary of
the  Corporation shall act as Secretary of all meetings of the Directors; but in
the  absence  of the Secretary, the Chairman of the Board or acting Chairman may
appoint  any  person  to  act  as  Secretary  of  the  meeting.

SECTION  8.  Committees.  The  Board of Directors may, by resolution passed by a
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majority of the whole Board, designate one or more committees, each committee to
consist  of  one  or  more  of  the  Directors of the Corporation. The Board may
designate  one  or more Directors as alternate members of any committee, who may
replace  any  absent  or disqualified member at any meeting of the committee. In
the  absence  or  disqualification  of  a  member  of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the  Board of Directors to act at the meeting in the place of any such absent or
disqualified  member.  Any  such committee, to the extent provided by resolution
passed  by  a  majority  of the whole Board, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and  the  affairs  of  the  Corporation,  and  may  authorize  the  seal  of the
Corporation  to  be  affixed  to  all  papers  which may require it; but no such
committee  shall  have  the  power  or  authority  in  reference to amending the
Certificate  of Incorporation, adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially  all of the Corporation's property and assets, recommending to the
stockholders  a dissolution of the Corporation or a revocation of a dissolution,
or  amending  these  By-Laws;  and unless such resolution, these By-Laws, Or the
Certificate  of Incorporation expressly so provide, no such committee shall have
the  power  or  authority  to declare a dividend or to authorize the issuance of
stock.

     SECTION  9.  Conference Telephone Meetings.  Unless otherwise restricted by
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the  Certificate  of Incorporation or by these By-Laws, the members of the Board
of  Directors  or  any  committee  designated by the Board, may participate in a
meeting  of  the  Board  of  such  committee,  as  the  case may be, 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  10.  Consentof  Directors or Committee in lieu of Meeting.  Unless
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otherwise  restricted  by  the Certificate of Incorporation or by these By-Laws,
any  action  required  or  permitted  to be taken at any meeting of the Board of
Directors,  or  of  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,  as  the  case  may  be.

SECTION  11.  Constituency  Clause.  The  Board of Directors of the Corporation,
when  evaluating  any  offer  of  another party to (a) make a tender or exchange
offer  for  any equity security of the Corporation, (b) merge or consolidate the
Corporation  with  another Corporation, or (c) purchase or otherwise acquire all
or  substantially all of the properties and assets of the Corporation, shall, in
connection  with the exercise of its judgment in determining what is in the best
interest  of the Corporation and its stockholders, give due consideration to all
relevant factors, including without limitation, the social, legal, environmental
and  economic  effects on the employees, customers, suppliers and other affected
persons,  firms,  and corporations and on the communities and geographical areas
in which the Corporation and its subsidiaries operated or are located and on any
of  the businesses and properties of the Corporation or any of its subsidiaries,
as  well  as  such  other  factors  as  the  directors  deem  relevant.


                                  ARTICLE III

                                    Officers
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     SECTION  1.  Officers.  The  officers  of  the  Corporation  shall  be  a
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President,  one  or  more Vice Presidents, a Secretary and a Treasurer, and such
additional  officers,  if  any,  as  shall  be elected by the Board of Directors
pursuant to the provisions of Section 6 of this ARTICLE III.  The President, one
or more Vice Presidents, the Secretary and the Treasurer shall be elected by the
Board  of  Directors  at  its  first  meeting  after  each annual meeting of the
stockholders.  The  failure  to hold such election shall not of itself terminate
the  term  of  office  of  any  officer.  All  officers shall hold office at the
pleasure  of  the  Board of Directors.  Any officers may resign at any time upon
written  notice  to  the  Corporation. Officers may, but need not, be Directors.
Any  number  of  offices  may  be  held  by  the  same  person.

All  officers, agents and employees shall be subject to removal, with or without
cause, at any time by the Board of Directors.  The removal of an officer without
cause  shall  be without prejudice to his contract rights, if any.  The election
or  appointment  of  an officer shall not of itself create contract rights.  All
agents and employees other than officers elected by the Board of Directors shall
also  be  subject to removal, with or without cause, at any time by the officers
appointing  them.

Any vacancy caused by the death of any officer, his resignation, his removal, or
otherwise,  may  be filled by the Board of Directors, and any officer so elected
shall  hold  office  at  the  pleasure  of  the  Board  of  Directors.

In  addition  to the powers and duties of the officers of the Corporation as set
forth in these By-Laws, the officers shall have such authority and shall perform
such  duties  as  from time to time may be determined by the Board of Directors.

     SECTION 2.  Powers and Duties of the President.  The President shall be the
                 ----------------------------------
chief  executive  officer  of the Corporation and, subject to the control of the
Board  of  Directors,  shall have general charge and control of all its business
and  affairs  and shall have all powers and shall perform all duties incident to
the  office  of President.  He shall preside at all meetings of the stockholders
and  at  all meetings of the Board of Directors and shall have such other powers
and  perform  such  other  duties as may from time to time be assigned to him by
these  By-Laws  or  by  the  Board  of  Directors.

     SECTION  3.  Powers and Duties of the Vice Presidents.  Each Vice President
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shall  have  all  powers  and shall perform all duties incident to the office of
Vice President and shall have such other powers and perform such other duties as
may  from  time  to  time be assigned to him by these By-Laws or by the Board of
Directors  or  by  the  President.

     SECTION  4.  Powers  andDuties  of the Secretary.  The Secretary shall keep
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the  minutes  of  all  meetings of the Board of Directors and the minutes of all
meetings of the stockholders in books provided for that purpose; he shall attend
to  the  giving  or  serving  of  all  notices of the Corporation; he shall have
custody  of  the  corporate  seal of the Corporation and shall affix the same to
such documents and other papers as the Board of Directors or the President shall
authorize  and  direct;  he  shall  have  charge of the stock certificate books,
transfer books and stock ledgers and such other books and papers as the Board of
Directors  or  the  President shall direct, all of which shall at all reasonable
times  be  open  to  the  examination  of any Director, upon application, at the
office  of  the  Corporation during business hours; and he shall have all powers
and  shall perform all duties incident to the office of Secretary and shall have
such  other  powers and shall perform such other duties as may from time to time
be  assigned  to  him  by  these  By-Laws  or  by  the Board of Directors or the
President.

     SECTION  5.  Powers  andDutiesof  the  Treasurer.  The Treasurer shall have
                  -----------------------------------
custody of, and when proper shall pay out, disburse or otherwise dispose of, all
funds  and  securities of the Corporation which may have come into his hands; he
may  endorse on behalf of the Corporation for collection checks, notes and other
obligations  and shall deposit the same to the credit of the Corporation in such
bank  or  banks  or  depositary  or  depositaries  as the Board of Directors may
designate;  he  shall  sign  all  receipts and vouchers for payments made to the
Corporation; he shall enter or cause to be entered regularly in the books of the
Corporation  kept  for  the  purpose  full  and  accurate accounts of all moneys
received  or  paid  or otherwise disposed of by him and whenever required by the
Board of Directors or the President shall render statements of such accounts; he
shall,  at  all reasonable times, exhibit his books and accounts to any Director
of  the  Corporation,  upon application, at the office of the Corporation during
business  hours;  and  he  shall  have  all  powers and shall perform all duties
incident  of  the  office of Treasurer and shall also have such other powers and
shall  perform  such other duties as may from time to time be assigned to him by
these  By-Laws  or  by  the  Board  of  Directors  or  the  President.

     SECTION  6.  Additional  Officers.  The Board of Directors may from time to
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time  elect such other officers (who may but need not be Directors), including a
Controller,  Assistant  Treasurers,  Assistant  Secretaries  and  Assistant
Controllers,  as  the Board may deem advisable and such officers shall have such
authority  and shall perform such duties as may from time to time be assigned to
them  by  the  Board  of  Directors  or  the  President.

     The  Board of Directors may from time to time by resolution delegate to any
Assistant  Treasurer  or Assistant Treasurers any of the powers or duties herein
assigned to the Treasurer; and may similarly delegate to any Assistant Secretary
or  Assistant  Secretaries  any  of  the powers or duties herein assigned to the
Secretary.

     SECTION  7.  Giving  of Bond by Officers.  All officers of the Corporation,
                  ---------------------------
if  required  to  do  so  by  the Board of Directors, shall furnish bonds to the
Corporation  for the faithful performance of their duties, in such penalties and
with  such  conditions  and  security  as  the  Board  shall  require.

SECTION  8.  Voting  Upon  Stocks.  Unless  otherwise  ordered  by  the Board of
             --------------------
Directors,  the  President  or  any  Vice  President  shall  have full power and
authority  on  behalf of the Corporation to attend and to act and to vote, or in
the  name  of  the  Corporation  to  execute  proxies to vote, at any meeting of
stockholders  of any corporation in which the Corporation may hold stock, and at
any  such meeting shall possess and may exercise, in person or by proxy, any and
all  rights,  powers and privileges incident to the ownership of such stock. The
Board of Directors may from time to time, by resolution, confer like powers upon
any  other  person  or  persons.

     SECTION 9.  Compensationof Officers.  The officers of the Corporation shall
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be  entitled  to receive such compensation for their services as shall from time
to  time  be  determined  by  the  Board  of  Directors.

                                   ARTICLE IV
                   Indemnification of Directors and Officers
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     SECTION  1.  Nature  of  Indemnity.  The  Corporation  shall  indemnify any
                  ---------------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal,  administrative  or investigative, by reason of the fact that he is or
was  or  has agreed to become a Director or officer of the Corporation, or is or
was  serving  or  has  agreed  to  serve  at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other  enterprise,  or  by  reason  of  any action alleged to have been taken or
omitted  in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of  the  fact  that he is or was or has agreed to become an employee or agent of
the  Corporation,  or is or was serving or has agreed to serve at the request of
the  Corporation  as  an  employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  by  him  or  on  his  behalf  in  connection with such action, suit or
proceeding  and  any appeal therefrom, if he acted in good faith and in a manner
he  reasonably  believed  to  be  in or not opposed to the best interests of the
Corporation,  and,  with  respect  to  any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; except that in the case of
an action or suit by or in the right of the Corporation to procure a judgment in
its  favor  (i)  such  indemnification  shall  be limited to expenses (including
attorneys'  fees) actually and reasonably incurred by such person in the defense
or  settlement of such action or suit, and (ii) no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged  to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in  view  of  all  the  circumstances  of  the  case,  such person is fairly and
reasonably  entitled  to indemnity for such expenses which the Delaware Court of
Chancery  or  such  other  court  shall  deem  proper.

          The  termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
                                              ---- ----------
shall  not,  of itself, create a presumption that the person did not act in good
faith  and  in  a manner which he reasonably believed to be in or not opposed to
the  best interests of the Corporation, and, with respect to any criminal action
or  proceeding,  had  reasonable cause to believe that his conduct was unlawful.

     SECTION  2.  Successful  Defense.  To  the extent that a Director, officer,
                  -------------------
employee  or  agent  of  the  Corporation  has  been successful on the merits or
otherwise  in defense of any action, suit or proceeding referred to in SECTION 1
of this ARTICLE IV or in defense of any claim, issue or matter therein, he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  him  in  connection  therewith.

     SECTION  3.  Determination  that  Indemnification  is  Proper.  Any
                  ------------------------------------------------
indemnification  of  a Director or officer of the Corporation under SECTION 1 of
this  ARTICLE  IV  (unless  ordered by a court) shall be made by the Corporation
unless  a  determination is made that indemnification of the Director or officer
is  not  proper  in  the  circumstances  because  he  has not met the applicable
standard  of  conduct set forth in SECTION 1. Any indemnification of an employee
or  agent  of the Corporation under SECTION 1 (unless ordered by a court) may be
made  by  the  Corporation  upon  a  determination  that  indemnification of the
employee  or  agent  is  proper  in  the  circumstances  because  he has met the
applicable  standard  of  conduct set forth in SECTION 1. Any such determination
shall  be  made  (i)  by  the  Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or  (ii)  if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested  Directors  so  directs, by independent legal counsel in a written
opinion,  or  (iii)  by  the  stockholders.

SECTION  4.  Advance  Payment  of  Expenses.  Unless  the  Board  of  Directors
             ------------------------------
otherwise  determines  in  a  specific  case, expenses incurred by a Director or
officer  in  defending  a  civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or  proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled  to be indemnified by the Corporation as authorized in this ARTICLE IV.
Such  expenses  incurred  by other employees and agents may be so paid upon such
terms  and conditions, if any, as the Board of Directors deems appropriate.  The
Board  of  Directors  may authorize the Corporation's legal counsel to represent
such  Director,  officer,  employee  or agent in any action, suit or proceeding,
whether  or  not  the Corporation is a party to such action, suit or proceeding.

     SECTION  5.  Survival;  Preservation  of  Other  Rights.  The  foregoing
                  ------------------------------------------
indemnification  provisions  shall  be  deemed  to  be  a  contract  between the
Corporation  and  each  Director,  officer, employee and agent who serves in any
such  capacity  at  any  time  while  these  provisions  as well as the relevant
provisions  of the Delaware General Corporation Law are in effect and any repeal
or  modification  thereof shall not affect any right or obligation then existing
with  respect  to  any state of facts then or previously existing or any action,
suit or proceeding previously or thereafter brought or threatened based in whole
or  in  part  upon  any  such  state  of facts. Such a contract right may not be
modified  retroactively  without the consent of such Director, officer, employee
or  agent.

The indemnification provided by this ARTICLE IV shall not be deemed exclusive of
any  other  rights  to which those indemnified may be entitled under any By-Law,
agreement, vote of stockholders or disinterested Directors or otherwise, both as
to  action  in  his official capacity and as to action in another capacity while
holding  such  office,  and shall continue as to a person who has ceased to be a
Director,  officer,  employee  or  agent  and  shall inure to the benefit of the
heirs, executors and administrators of such a person.  The Corporation may enter
into  an  agreement  with  any  of  its Directors, officers, employees or agents
providing  for indemnification and advancement of expenses, including attorneys'
fees, that may change, enhance, qualify or limit any right to indemnification or
advancement  of  expense  created  by  this  ARTICLE  IV.

     SECTION  6.  Severability.  If  this ARTICLE IV or any portion hereof shall
                  ------------
be  invalidated  on  any ground by any court of competent jurisdiction, then the
Corporation-  shall  nevertheless  indemnify  each  Director  or officer and may
indemnify  each  employee  or  agent of the Corporation as to costs, charges and
expenses  (including  attorneys'  fees),  judgments,  fines  and amounts paid in
settlement  with  respect  to  any  action,  suit  or proceeding, whether civil,
criminal,  administrative  or  investigative,  including  an action by or in the
right  of  the  Corporation,  to  the fullest extent permitted by any applicable
portion  of  this  ARTICLE  IV  that  shall not have been invalidated and to the
fullest  extent  permitted  by  applicable  law.

SECTION 7.  Subrogation.  In the event of payment of indemnification to a person
            -----------
described  in  SECTION 1 of this ARTICLE IV, the Corporation shall be subrogated
to  the extent of such payment to any right of recovery such person may have and
such  person,  as a condition of receiving indemnification from the Corporation,
shall  execute  all  documents  and  do all things that the Corporation may deem
necessary  or  desirable  to  perfect  such  right  of  recovery,  including the
execution  of  such documents necessary to enable the Corporation effectively to
enforce  any  such  recovery.

     SECTION 8.  NoDuplication of Payments.  The Corporation shall not be liable
                 --------------------------
under  this  ARTICLE  IV  to  make any payment in connection with any claim made
against  a  person  described in SECTION 1 of this ARTICLE IV to the extent such
person  has  otherwise  received  payment (under any insurance policy, By-Law or
otherwise)  of  the  amounts  otherwise  indemnifiable  hereunder.

                                   ARTICLE V
                             Stock-Seal-Fiscal Year
                             ----------------------

     SECTION 1. Certificates for Shares of Stock. The certificates for shares of
                --------------------------------
stock  of  the  Corporation  shall  be  in  such form, not inconsistent with the
Certificate  of  Incorporation,  as shall be approved by the Board of Directors.
All certificates shall be signed by the President or a Vice President and by the
Secretary  or an Assistant Secretary of the Treasurer or an Assistant Treasurer,
and  shall  not  be  valid  unless  so  signed.
     In  case any officer or officers who shall have signed any such certificate
or  certificates  shall cease to be such officer or officers of the Corporation,
whether  because  of death, resignation or otherwise, before such certificate or
certificates  shall  have been delivered by the Corporation, such certificate or
certificates  may  nevertheless  be issued and delivered as though the person or
persons  who  signed  such certificate or certificates had not ceased to be such
officer  or  officers  of  the  Corporation.
All certificates for shares of stock shall be consecutively numbered as the same
are  issued.  The  name of the person owning the shares represented thereby with
the  number of such shares and the date of issue thereof shall be entered on the
books  of  the  Corporation.
Except  as hereinafter provided, all certificates surrendered to the Corporation
for  transfer  shall be cancelled, and no new certificates shall be issued until
former  certificates  for  the  same  number of shares have been surrendered and
cancelled.

     SECTION  2.  Lost.  Stolen  or  Destroyed  Certificates.  Whenever a person
                  ------------------------------------------
owning  a certificate for shares of stock of the Corporation alleges that it has
been  lost,  stolen or destroyed, he shall file in the office of the Corporation
an  affidavit  setting forth, to the best of his knowledge and belief, the time,
place  and  circumstances of the loss, theft or destruction, and, if required by
the  Board of Directors, a bond of indemnity or other indemnification sufficient
in  the  opinion  of the Board of Directors to indemnify the Corporation and its
agents  against  any claim that may be made against it or them on account of the
alleged  loss, theft or destruction of any such certificate or the issuance of a
new certificate in replacement therefor.  Thereupon the Corporation may cause to
be  issued  to  such person a new certificate in replacement for the certificate
alleged  to  have  been  lost,  stolen or destroyed.  Upon the stub of every new
certificate so issued shall be noted the fact of such issue and the number, date
and  the  name  of  the  registered  owner  of  the  lost,  stolen  or destroyed
certificate  in  lieu  of  which  the  new  certificate  is  issued.

     SECTION  3.  Transfer  of Shares.  Shares of stock of the Corporation shall
                  -------------------
be  transferred on the books of the Corporation by the holder thereof, in person
or  by  his attorney duly authorized in writing, upon surrender and cancellation
of  certificates  for the number of shares of stock to be transferred, except as
provided  in  SECTION  2  of  this  ARTICLE  V.

     SECTION  4.  Regulations.  The  Board  of  Directors  shall  have power and
                  -----------
authority to make such rules and regulations as it may deem expedient concerning
the  issue, transfer and registration of certificates for shares of stock of the
Corporation.

     SECTION  5.  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 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,
as  the  case may be, the Board of Directors may fix, in advance, a record date,
which  shall  not be (i) more than sixty (60) nor less than ten (10) days before
the date of such meeting, or (ii) in the case of corporate action to be taken by
consent  in  writing  without  a  meeting,  prior to, or more than ten (10) days
after,  the  date upon which the resolution fixing the record date is adopted by
the  Board  of  Directors, or (iii) more than sixty (60) days prior to any other
action.

     If  no  record  date is fixed, the record date for determining stockholders
entitled  to  notice  of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the date next preceding the day
on  which  the  meeting  is  held;  the record date for determining stockholders
entitled  to  express  consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which  the first written consent is delivered to the Corporation; and the record
date for determining stockholders for any other purpose shall be at the close of
business  on  the  day  on  which  the  Board of Directors adopts the resolution
relating  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  6.  Dividends.  Subject  to  the  provisions of the Certificate of
                  ---------
Incorporation,  the  Board  of  Directors  shall  have  power to declare and pay
dividends  upon  shares  of  stock  of  the  Corporation,  but only out of funds
available  for  the  payment  of  dividends  as  provided  by  law.
     Subject  to  the  provisions  of  the  Certificate  of  Incorporation,  any
dividends  declared  upon  the stock of the Corporation shall be payable on such
date  or dates as the Board of Directors shall determine.  If the date fixed for
the  payment  of  any dividend shall in any year fall upon a legal holiday, then
the  dividend  payable  on  such  date shall be paid on the next day not a legal
holiday.

SECTION  7.  CorporateSeal.  The Board of Directors may provide a suitable seal,
             -------------
containing  the name of the Corporation, which seal shall be kept in the custody
of the Secretary. A duplicate of the seal may be kept and be used by any officer
of  the  Corporation  designated  by  the  Board  of Directors or the President.

     SECTION  8.  Fiscal Year.  The fiscal year of the Corporation shall be such
                  -----------
fiscal  year  as  the  Board  of Directors from time to time by resolution shall
determine.

                                   ARTICLE VI
                            Miscellaneous Provisions
                            ------------------------
     SECTION  1.  Checks,  Notes,  Etc..  All checks, drafts, bills of exchange,
                  ---------------------
acceptances, notes or other obligations or orders for the payment of money shall
be  signed  and, if so required by the Board of Directors, countersigned by such
officers  of the Corporation and/or other persons as the Board of Directors from
time  to  time  shall  designate.

     Checks,  drafts,  bills  of  exchange,  acceptances, notes, obligations and
orders  for the payment of money made payable to the Corporation may be endorsed
for  deposit  to the credit of the Corporation with a duly authorized depository
by the Treasurer and/or such other officers or persons as the Board of Directors
from  time  to  time  may  designate.

     SECTION  2.  Loans.  No  loans  and  no  renewals  of  any  loans  shall be
                  -----
contracted  on  behalf  of  the Corporation except as authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect  loans  and  advances for the Corporation from any bank, trust company or
other  institution  or  from  any  firm, corporation or individual, and for such
loans  and  advances  may  make,  execute and deliver promissory notes, bonds or
other  evidences  of indebtedness of the Corporation.  When authorized so to do,
any  officer or agent of the Corporation may pledge, hypothecate or transfer, as
security  for  the  payment  of  any  and  all loans, advances, indebtedness and
liabilities  of  the  Corporation,  any  and  all  stocks,  securities and other
personal  property  at  any  time  held  by the Corporation, and to that end may
endorse,  assign and deliver the same. Such authority may be general or confined
to  specific  instances.

     SECTION 3.  Contracts.  Except as otherwise provided in these By-Laws or by
                 ---------
law  or  as  otherwise  directed by the Board of Directors, the President or any
Vice  President  shall  be authorized to execute and deliver, in the name and on
behalf  of  the Corporation, all agreements, bonds, contracts, deeds, mortgages,
and  other  instruments,  either  for  the  Corporation's  own  account  or in a
fiduciary  or  other  capacity, and the seal of the Corporation, if appropriate,
shall  be  affixed  thereto  by  any  of  such  officers  or the Secretary or an
Assistant  Secretary.  The  Board  of  Directors,  the  President  or  any  Vice
President  designated by the Board of Directors may authorize any other officer,
employee  or  agent  to  execute  and  deliver, in the name and on behalf of the
Corporation,  agreements,  bonds,  contracts,  deeds,  mortgages,  and  other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity, and, if appropriate, to affix the seal of the Corporation thereto. The
grant  of  such  authority  by  the  Board of any such officer may be general or
confined  to  specific  instances.

     SECTION 4.  Waivers of Notice.  Whenever any notice whatever is required to
                 ---------- ------
be  given by law, by the Certificate of Incorporation or by these By-Laws to any
person  or persons, a waiver thereof in writing, signed by the person or persons
entitled  to  the notice, whether before or after the time stated therein, shall
be  deemed  equivalent  thereto.

     SECTION  5.  Offices  Outside of Delaware.  Except as otherwise required by
                  ----------------------------
the laws of the State of Delaware, the Corporation may have an office or offices
and  keep  its  books,  documents and papers outside of the State of Delaware at
such  place  or  places  as  from time to time may be determined by the Board of
Directors  or  the  President.

                                  ARTICLE VII
                                   Amendments
                                   ----------

     Except  as  otherwise  set  forth  herein,  these By-Laws and any amendment
     -------------------------------------------------
thereof  may  be altered, amended or repealed, or new By-Laws may be adopted, by
the Board of Directors at any regular or special meeting by the affirmative vote
of  a  majority  of all of the members of the Board, provided in the case of any
special  meeting  at which all of the members of the Board are not present, that
the notice of such meeting shall have stated that the amendment of these By-Laws
was  one  of  the purposes of the meeting; but, except as provided herein, these
                                              ----------------------------
By-Laws  and  any  amendment  thereof may be altered, amended or repealed or new
By-Laws  may  be  adopted  by the holders of a majority of the total outstanding
stock  of  the  Corporation  entitled  to  vote  at any annual meeting or at any
special  meeting,  provided,  in the case of any special meeting, that notice of
such  proposed  alteration,  amendment,  repeal  or  adoption is included in the
notice  of  the  meeting.