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                                                                   EXHIBIT 10.17

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            ARKANSAS BEST CORPORATION
                             AS OF FEBRUARY 17, 2003

                               ARTICLE I - OFFICES

      SECTION 1. Registered Office. The registered office shall be established
and maintained at 1209 Orange Street, Newcastle, County, in the State of
Delaware.

      SECTION 2. Other Offices. The corporation may have other offices, either
within or without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the corporation may
require.

                      ARTICLE II - MEETINGS OF STOCKHOLDERS

      SECTION 1. Places of Meetings. Unless the Board of Directors shall fix
another place for the holding of the meeting, meetings of stockholders shall be
held at the corporation's headquarters, 1000 South 21st Street, Fort Smith,
Arkansas, or at such other place in the Fort Smith, Arkansas area as specified
by the person or persons calling the meeting.

      SECTION 2. Annual Meetings. Annual meetings of the stockholders for the
election of directors and for such other business as may be stated in the notice
of meeting, shall be held on the second Wednesday in May at 10:00 a.m., unless
the Board of Directors shall fix a different date or time. At each annual
meeting, the stockholders entitled to vote shall elect directors and may
transact such other corporate business as shall be stated in the notice of the
meeting.

      SECTION 3. Special Meetings. Special meetings of the stockholders, for any
purpose, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may only be called by (i) the Chairman of the Board, (ii) the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized directors, or (iii) the President.

      SECTION 4. Notice of Meetings. Written notice, stating the place, date,
and time of the meeting, and the general nature of the business to be
considered, shall be mailed to each stockholder of the corporation, but not less
than ten nor more than sixty days before the date of the meeting.


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      SECTION 5. Quorum. At any meeting of stockholders, the holders of a
majority of all the outstanding shares entitled to vote, represented in person
or by proxy, shall constitute a quorum for the transaction of business, and a
majority vote of such quorum shall prevail except as otherwise required by law,
the Certificate of Incorporation, or these Bylaws.

If stockholders necessary for a quorum shall fail to be present at the time and
place fixed for any meeting, the holders of a majority of the shares entitled to
vote who are represented in person or by proxy may adjourn the meeting from time
to time, until a quorum is present, and at any such adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting.

      SECTION 6. Voting. Except as otherwise provided by the Certificate of
Incorporation, each stockholder entitled to vote in accordance with the terms
and provisions of the Certificate of Incorporation and these Bylaws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

      SECTION 7. Proxies. (a) Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.

      (b) Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy pursuant to subsection (a) of
this Section, the following shall constitute a valid means by which a
stockholder may grant such authority:

      (i)   A stockholder may execute a writing authorizing another person or
            persons to act for him as proxy. Execution may be accomplished by
            the stockholder or his authorized officer, director, employee, or
            agent signing such writing or causing his or her signature to be
            affixed to such writing by any reasonable means including, but not
            limited to, by facsimile signature.

      (ii)  A stockholder may authorize another person or persons to act for him
            as proxy by transmitting or authorizing the transmission of a
            telegram, cablegram, or other means of electronic transmission to
            the person who will be the holder of the proxy or to a proxy
            solicitation firm, proxy support service organization, or like agent
            duly authorized by the person who will be the holder of the proxy to
            receive such transmission, provided


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            that any such telegram, cablegram, or other means of electronic
            transmission must either set forth or be submitted with information
            from which it can be determined that the telegram, cablegram, or
            other electronic transmission was authorized by the stockholder. If
            it is determined that such telegrams, cablegrams, or other
            electronic transmissions are valid, the inspectors or, if there are
            no inspectors, such other persons making that determination shall
            specify the information upon which they relied.

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

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

      SECTION 8. List of Stockholders. The secretary shall prepare, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, 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. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any stockholder
present.

      SECTION 9. Inspectors. (a) The corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the meeting
and make a written report thereof. The corporation may designate one or more
persons as alternate inspectors to replace any inspector who falls to act. If no
inspector or alternate is able to act at a meeting of stockholders, the chairman
of the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

      (b) The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity


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of proxies and ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, and (v) certify their determination
of the number of shares represented at the meeting, and their count of all votes
and ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

      (c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Delaware Court of Chancery, upon application by a stockholder, shall
determine otherwise.

      (d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
Article II, Section 7(b)(ii), ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable information
for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees, or similar persons that represent more
votes than the holder of a proxy is authorized by the record owner to cast, or
more votes than the stockholder holds of record. If the inspectors consider
other reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to subsection
(b)(v) of this Section shall specify the precise information considered by them
including the person or persons from whom they obtained the information, when
the information was obtained, the means by which the information was obtained
and the basis for the inspector's belief that such information is accurate and
reliable.

      SECTION 10. Stockholder Proposals.

      (a) Any stockholder entitled to vote at an annual or special meeting of
the stockholders may seek to transact other corporate business at such meeting,
provided that the stockholder has provided timely notice in writing to the
Secretary of the corporation of such business. To be timely with respect to an
annual meeting, a stockholder's notice must be received at the corporation's
headquarters not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the stockholder to be timely must be
received no later than the close of business on the 10th day following the
earlier of (i) the date on which notice of the annual meeting date was mailed,
or (ii) the date on which public disclosure of the date of the annual meeting
was date made. To be timely, a stockholder's notice with respect to a special
meeting must be received no later than the close of business on the 10th day
following the earlier of (i) the date on which notice of the special meeting
date was mailed, or (ii) the date on which public disclosure of the date of the
special meeting was made. A stockholder's notice to the Secretary shall set
forth as to


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each matter the stockholder proposes to bring before the annual meeting: (a) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made, (c) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder of
record and the beneficial owner, if any, on whose behalf the proposal is made,
and (d) any material interest of such stockholder of record and the beneficial
owner, if any, on whose behalf the proposal is made.

      (b) Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at any annual or special meeting except in accordance with
the procedures set forth in this Bylaw. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Notwithstanding the foregoing provisions of this Bylaw,
at all times that the corporation has a class of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and the rules and regulations thereunder, or otherwise is subject to the
requirements of Section 14 thereunder, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Bylaw.

                        ARTICLE III - BOARD OF DIRECTORS

      SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by the Board of Directors.

      SECTION 2. Number.

      (a) The Board of Directors shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as possible. The
initial Directors of Class I shall be elected to hold office for a term expiring
at the next succeeding annual meeting, the initial Directors of Class II shall
be elected to hold office for a term expiring at the second succeeding annual
meeting, and the initial Directors of Class III shall be elected to hold office
for a term expiring at the third succeeding annual meeting. At each annual
meeting of stockholders following such initial classification and election, the
respective successors of each class shall be elected for three year terms.

      (b) The number of directors shall be fixed from time to time by resolution
of the Board of Directors. In case of any increase in the number of directors in
advance of an annual meeting of stockholders, each additional director shall be
elected by the directors then in office, although less than a quorum, to hold
office until the next election of the class for which such director shall have
been chosen (as provided in the last


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sentence of this subsection (b)), or until his successor shall have been duly
chosen. No decrease in the number of directors shall shorten the term of any
incumbent director. Any newly created or eliminated directorships resulting from
an increase or decrease shall be apportioned by the Board among the three
classes of directors so as to maintain such classes as nearly equal as possible.

      SECTION 3. Resignation. Any director, member of a committee, or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, 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 4. Vacancies. In case of any vacancy in the Board of Directors
through death, resignation, retirement, disqualification or other cause, the
remaining directors, by vote of a majority thereof, may elect a successor to
hold office for the unexpired portion of the term, and until the election of his
successor.

      SECTION 5. Nominations for Directors.

      (a) Nominations for election to the Board of Directors of the corporation
at a meeting of the stockholders may be made by the Board of Directors, or on
behalf of the Board of Directors by a Nominating Committee appointed by the
Board of Directors, or by any stockholder of the corporation entitled to vote
for the election of directors at such meeting and who complies with the notice
procedures set forth in this Bylaw.

      (b) Nominations by any stockholder entitled to vote at an annual or
special meeting of the stockholders shall be made pursuant to timely notice in
writing to the Secretary of the corporation. To be timely with respect to an
annual meeting, a stockholder's notice must be received at the corporation's
headquarters not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the stockholder to be timely must be
received no later than the close of business on the 10th day following the
earlier of (i) the date on which notice of the annual meeting date was mailed,
or (ii) the date on which public disclosure of the date of the annual meeting
was made. To be timely, a stockholder's notice with respect to a special meeting
must be received no later than the close of business on the 10th day following
the earlier of (i) the date on which notice of the special meeting date was
mailed, or (ii) the date on which public disclosure of the date of the special
meeting was made. Such stockholder's notice shall set forth (1) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act, as
amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (2) as to the
stockholder giving notice (a) the name and


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address, as they appear on the corporation's books, of the stockholder and the
name and address of the beneficial owner, if any, on whose behalf the notice is
given, (b) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder of record and the beneficial
owner, if any, on whose behalf the notice is given, and (c) any material
interest of such stockholder of record and the beneficial owner, if any, on
whose behalf the notice is given. Any person nominated as a director by a
stockholder shall furnish the Secretary of the Corporation all information
required by the corporation of Board nominees.

      (c) Notwithstanding anything in these Bylaws to the contrary, no person
shall be eligible to serve as a director unless nominated in accordance with the
procedures set forth in these Bylaws. 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 these Bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Bylaw, at all times that the corporation has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended
("Exchange Act"), and the rules and regulations thereunder, or otherwise is
subject to the requirements of Section 14 thereunder, a stockholder shall also
comply with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Bylaw.

      SECTION 6. Annual Meetings of Board. The annual meeting of the Board of
Directors shall be held following the annual meeting of the stockholders and
shall be a meeting of the directors elected at such meeting of stockholders. No
notice shall be required.

      SECTION 7. Regular Meetings of Board. Regular meetings of the Board shall
be held at such times and places as the Board of Directors may fix. No notice
shall be required.

      SECTION 8. Special Meetings of the Board. Special meetings of the Board of
Directors shall be held whenever called by the chairman, the president, or any
two or more directors. At least 24 hours written or oral notice of each special
meeting shall be given to each director.

      SECTION 9. Telephone Meetings. Directors may attend any meeting of the
Board of Directors or any committee thereof by conference telephone, radio,
television, or similar means of communication by which all persons participating
in the meeting can hear each other, and all members so attending shall be deemed
present at the meeting for all purposes including the determination of whether a
quorum is present.

      SECTION 10. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board of Directors there is less than a quorum, the majority of those
present may adjourn


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the meeting from time to time until a quorum is present. At any such adjourned
meeting, a quorum being present, any business may be transacted which might have
been transacted at the original meeting. Except as otherwise provided by law,
the Certificate of Incorporation, or these Bylaws, all actions of the Board of
Directors shall be decided by vote of a majority of those present.

      SECTION 11. Committees of the Board. The Board of Directors may by
resolution, adopted by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the corporation. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
corporation, except as such committee may be explicitly prohibited from doing so
by the Certificate of Incorporation, these Bylaws, or the laws of the State of
Delaware.

Each committee may adopt rules governing the method of calling and the time and
place of holding its meetings. Unless otherwise provided in the resolution of
the Board of Directors establishing the committee, a majority of any committee
shall constitute a quorum for the transaction of business, and the act of a
majority of the members of such committee present at a meeting at which a quorum
is present shall be the act of such committee.

In the absence or disqualification of a member of the committee, the member or
members present at any meeting and not disqualified from voting, whether or not
such members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in place of any such absent or
disqualified member.

      SECTION 12. Compensation. Directors, who are not officers of the
corporation, shall receive such compensation as shall be fixed by resolution of
the Board of Directors for their services as directors and as members of
committees. Officers of the corporation shall not receive any compensation for
serving on the Board of Directors or any of its committees. All directors are
entitled to reimbursement for fees and expenses incurred for attendance at each
meeting. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefor.

      SECTION 13. Action Without Meeting. 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 prior to such action a written consent thereto is
signed by all members of the Board of Directors, or of such committee as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board or committee.


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                              ARTICLE IV - OFFICERS

      SECTION 1. Officers. The officers of the corporation shall consist of at
least a President and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman, a Chief
Executive Officer, a Chief Financial Officer, a Treasurer, a Senior Vice
President, one or more Vice Presidents and such Assistant Secretaries and
Assistant Treasurers as it may deem proper. None of the officers of the
corporation need be directors. The officers shall be elected at the annual
meeting of the Board of Directors. More than two offices may be held by the same
person.

      SECTION 2. Other Officers and Agents. The Board of Directors may appoint
such officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.

      SECTION 3. Chairman. The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors. The Chairman
shall also preside at all meetings of the stockholders and he shall have and
perform such other duties as from time to time may be assigned to him by the
Board of Directors.

      SECTION 4. President. The President shall be ex-officio a member of all
standing committees, have general powers of oversight, supervision and
management of the business and affairs of the corporation, and see that all
orders and resolutions of Directors are carried into effect.

In the event another executive officer has been designated Chief Executive
Officer of the corporation by the Board of Directors, then (i) such other
executive officer shall have all of the powers granted by the bylaws to the
President and such other responsibilities, duties and powers as may from time to
time be designated by the Board of Directors; and (ii) the President shall,
subject to the powers of supervision and control thereby conferred upon the
Chief Executive Officer, be the chief operating officer of the corporation and
shall have all necessary powers to discharge such responsibility including
general supervision of the affairs of the corporation and general and active
control of all of its business.

The President or, if applicable, the Chief Executive Officer, shall perform all
the duties and have all the powers of the Chairman of the Board in the absence
of the Chairman of the Board.

      SECTION 5. Chief Financial Officer. The Chief Financial Officer shall,
subject to the power of the Chief Executive Officer and President, have general
and active control of all of the financial matters of the corporation and shall
have all necessary powers to discharge such responsibility, and shall perform
such other duties as the Board of Directors, the Chief Executive Officer, the
President, or the Chairman may prescribe.


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He shall be authorized to execute bonds, mortgages, and other contracts on
behalf of the corporation, except where required or permitted by law or these
Bylaws to be otherwise executed and except where the execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.

      SECTION 6. Vice President. Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the Board of Directors.

      SECTION 7. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all monies and other valuables 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 of Directors, the Chief Executive Officer, the Chief Financial Officer
or the President, taking proper vouchers for such disbursements.

      SECTION 8. Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these Bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chief Executive Officer and President, or by the directors, or
stockholders, upon whose requisition the meeting is called as provided in these
Bylaws. He shall record, or cause to be recorded, all the proceedings of the
meetings of the corporation and of directors in a book to be kept for that
purpose. He shall keep in safe custody the seal of the corporation, and when
authorized by the Board of Directors, affix the same to any instrument requiring
it, and when so affixed, it shall be attested by his signature or by the
signature of any Assistant Secretary.

      SECTION 9. Assistant Treasurers and Assistant Secretaries. Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.

                       ARTICLE V - SHARES AND STOCKHOLDERS

      SECTION 1. Certificates Representing Shares. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of, the corporation by the Chairman of the Board, President or a Vice President
and the Treasurer, Secretary, Assistant Treasurer or Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.
The signature of any such officer may be facsimile if the certificate is
countersigned by a transfer agent or registered by a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
has signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer


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at the date of its issuance. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock provided
that, except as otherwise provided in Section 202 of the General Corporation Law
of the State of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests the
designations, preferences, and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and rights.

      SECTION 2. Transfer of Shares. Subject to valid transfer restrictions, by
agreement or otherwise, and to stop-transfer orders directed in good faith by
the corporation to any transfer agent to prevent possible violations of federal
or state securities laws, rules, or regulations, or for any other lawful
purpose, upon surrender to the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

      SECTION 3. Fixing Record Date.

      (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 is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date 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. 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 receive 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


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sixty days prior to such action. If no record date is 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.

      SECTION 4. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of any share or shares to receive dividends, and to vote as such owner, and for
all other purposes as such owner; and the corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

      SECTION 5. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.

                      ARTICLE VI - MISCELLANEOUS PROVISIONS

      SECTION 1. Notice and Waiver of Notice. Whenever notice is required to be
given, a written waiver thereof signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person 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.

      SECTION 2. Dividends. Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem advisable. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

      SECTION 3. Seal. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation, and the words
"CORPORATE SEAL


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<PAGE>
DELAWARE." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

      SECTION 4. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

                          ARTICLE VII - INDEMNIFICATION

      SECTION 1. Indemnification.

      (a) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he 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, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding 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. 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.

      (b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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 against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 except that no indemnification shall be made in respect to 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 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 Court of Chancery or such other court
shall deem proper.


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<PAGE>
      (c) 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 subsections (a) and (b), 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.

      (d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) 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 (2) 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 (3) by the stockholders.

      (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may 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 VII. Such expenses (including
attorneys' fees) incurred by other employees or agents shall be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article VII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of Incorporation,
any 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.

      (g) The corporation shall have the power to purchase and maintain
insurance on behalf of any person who 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 against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article VII.

      (h) For purposes of this Article VII, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director,


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<PAGE>
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

      (i) For purposes of this Article VII, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VII.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VII shall, unless otherwise provided when
authorized or ratified, 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.

                            ARTICLE VIII - AMENDMENTS

      These Bylaws may be altered and repealed and new bylaws adopted at any
annual meeting of the stockholders, or at any special meeting of the
stockholders if notice thereof is contained in the notice of such special
meeting, by the affirmative vote of 66-2/3% of the stock issued and outstanding
and entitled to vote thereat, or by the affirmative vote of the Board of
Directors at any regular meeting of the Board of Directors, or at any special
meeting of the Board of Directors if notice thereof is contained in the notice
of such special meeting.


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