**Exhibit 
      3.2**




BY-LAWS




OF




ROK
      ENTERTAINMENT GROUP INC.




(a
      Delaware corporation)




i


**BY-LAWS**




**OF**




**ROK
      ENTERTAINMENT GROUP INC.**




**(a
      Delaware Corporation)**




**ARTICLE
      1**




**NAME
      AND OFFICES**




1.1  Name.
      The
      name of the Corporation is ROK Entertainment Group Inc. hereinafter referred
      to
      as the "Corporation."




1.2  Registered
      Office and Agent. The Corporation shall establish, designate and continuously
      maintain a registered office and agent in the State of Delaware, subject to
      the
      following provisions:




(a)  Registered
      Office .
      The
      Corporation shall establish and continuously maintain in the State of Delaware
      a
      registered office which may be, but need not be, the same as its place of
      business.




(b)  Registered
      Agent .
      The
      Corporation shall designate and continuously maintain in the State of Delaware
      a
      registered agent, which agent may be either an individual resident of the State
      of Delaware whose business office is identical with such registered office,
      or a
      domestic corporation or a foreign corporation authorized to transact business
      in
      the State of Delaware, having a business office identical with such registered
      office.




(c)  Change
      of Registered Office or Agent .
      The
      Corporation may change its registered office or change its registered agent,
      or
      both, upon the filing in the Office of the Secretary of State of Delaware of
      a
      statement setting forth the facts required by law, and executed for the
      Corporation by its Chief Executive Officer, President, a Vice President or
      other
      duly authorized officer.




1.3  Other
      Offices. The Corporation may also have offices at such other places within
      and
      without the State of Delaware as the Board of Directors may, from time to time,
      determine the business of the Corporation may require.




**ARTICLE
      2**




**DIRECTORS**




2.1  Management
      Powers. The powers of the Corporation shall be exercised by or under the
      authority of, and the business and affairs of the Corporation shall be managed
      under the direction of, its Board of Directors which may exercise all such
      powers of the Corporation and do all such lawful acts and things as are not
      by
      statute or by the Certificate of Incorporation or by these By-laws directed
      or
      required to be exercised or done by the stockholders. The Board of Directors
      may, from time to time, delegate authority in connection with the day to day
      management of the business and affairs of the Corporation, as provided in these
      By-laws, to the Officers of the Corporation and/or to such other persons,
      committees, or entities as the Board of Directors may deem necessary or
      desirable in order to effectuate the purposes of the Corporation. No such
      delegation of authority by the Board of Directors shall relieve it of its
      responsibilities or preclude it from exercising any authority required to meet
      its responsibilities for the conduct of the business and affairs of the
      Corporation, and the Board of Directors shall retain the right to rescind any
      such delegation of authority.




2.2  Number
      and Qualification. The Board of Directors shall consist of not less than one
      (1)
      member nor more than fifteen (15) members; provided, however, the initial Board
      of Directors shall consist of five (5) members. Directors need not be residents
      of the State of Delaware nor stockholders of the Corporation. Each Director
      shall qualify as a Director following election as such by agreeing to act or
      acting in such capacity. The number of Directors shall be fixed, and may be
      increased or decreased, from time to time by resolution of the Board of
      Directors without the necessity of a written amendment to the By-laws of the
      Corporation; provided, however, no decrease shall have the effect of shortening
      the term of any incumbent Director.





2.3  Election
      and Term. Members of the Board of Directors shall hold office until the annual
      meeting of the stockholders of the Corporation and until their successors shall
      have been elected and qualified. At the annual meeting of stockholders, the
      stockholders entitled to vote in an election of Directors shall elect Directors
      to hold office until the next succeeding annual meeting of the stockholders.
      Each Director shall hold office for the term for which he is elected, and until
      his successor shall be elected and qualified or until his death, resignation
      or
      removal, if earlier.




2.4  Voting
      on
      Directors. Directors shall be elected by the vote of the holders of a plurality
      of the shares entitled to vote in the election of Directors and represented
      in
      person or by proxy at a meeting of stockholders at which a quorum is present.
      Cumulative voting in the election of Directors is expressly
      prohibited.




2.5  Vacancies
      and New Directorships. Vacancies and newly created directorships resulting
      from
      any increase in the authorized number of Directors elected by all the
      stockholders having the right to vote as a single class may be filled by the
      affirmative vote of a majority of the Directors then in office, although less
      than a quorum, or by a sole remaining Director, or by the requisite vote of
      the
      stockholders at an annual meeting of the stockholders or at a special meeting
      of
      the stockholders called for that purpose, and the Directors so elected shall
      hold office until their successors are elected and qualified. If the holders
      of
      any class or classes of stock or series of stock of the Corporation are entitled
      to elect one or more Directors by the Certificate of Incorporation or
      Certificate of Designations applicable to such class or series, vacancies and
      newly created directorships of such class or classes or series may be filled
      by
      a majority of the Directors elected by such class or classes or series thereof
      then in office, or by a sole remaining Director so elected, and the Directors
      so
      elected shall hold office until the next election of the class for which such
      Directors shall have been chosen, and until their successors shall be elected
      and qualified. For purposes of these By-laws, a "vacancy" shall be defined
      as an
      unfilled directorship arising by virtue of the death, resignation or removal
      of
      a Director theretofore duly elected to serve in such capacity in accordance
      with
      the relevant provisions of these By-laws.




2.6  Removal
      and Resignation. Any Director may be removed either for or without cause at
      any
      duly convened special or annual meeting of stockholders, by the affirmative
      vote
      of a majority in number of shares of the stockholders present in person or
      by
      proxy at any meeting and entitled to vote for the election of such Director,
      provided notice of intention to act upon such matter shall have been given
      in
      the notice calling such meeting. Any Director may resign at any time by
      submitting a resignation in writing to the Board of Directors or to the Chief
      Executive Officer of the Corporation. Any such resignation shall take effect
      upon receipt of such resignation if no date is specified in the resignation,
      or,
      if a later date is specified in the resignation, upon such later date. Unless
      otherwise specified in the resignation, the acceptance of such resignation
      shall
      not be necessary to make it effective. An ex-officio member of the Board of
      Directors shall automatically cease to serve in such capacity if such member
      shall cease to hold the position specified as the basis for such ex-officio
      membership.




2.7  Meetings.
      The meetings of the Board of Directors shall be held and conducted subject
      to
      the following regulations:




(a)  Place .
      Meetings of the Board of Directors of the Corporation, annual, regular or
      special, are to be held at the principal office or place of business of the
      Corporation, or such other place, either within or without the State of
      Delaware, as may be specified in the respective notices, or waivers of notice,
      thereof.




(b)  Annual
      Meeting .
      The
      Board of Directors shall meet each year immediately after the annual meeting
      of
      the stockholders, at the place where such meeting of the stockholders has been
      held (either within or without the State of Delaware), for the purpose of
      organization, election of officers, appointment of members to the committees
      established by the Board of Directors, and consideration of any other business
      that may properly be brought before the meeting. No notice of any kind to either
      old or new members of the Board of Directors for such annual meeting shall
      be
      required.




(c)  Regular
      Meetings .
      Regular
      meetings of the Board of Directors may be held without notice at such time
      and
      at such place or places as shall from time to time be determined and designated
      by the Board.


2


(d)  Special
      Meetings .
      Special
      meetings of the Board of Directors may be called by the Chairman of the Board,
      the Chief Executive Officer or the President of the Corporation on notice of
      two
      (2) days to each Director either personally or by mail or by telegram, telex
      or
      facsimile transmission and delivery. Special meetings of the Board of Directors
      shall be called by the Chairman of the Board or the President or Secretary
      in
      like manner and on like notice on the written request of two (2)
      Directors.




(e)  Notice
      and Waiver of Notice .
      Written
      notice of the meeting stating the place, day and hour of the meeting, and in
      the
      case of a special meeting, the purpose or purposes for which the meeting is
      called shall be delivered in the manner set forth in Section 4.1 hereof, not
      less than two (2) nor more than thirty (30) days before the date of the meeting
      by or at the direction of the Chairman of the Board, the Chief Executive
      Officer, the President or the Secretary of the Corporation to each Director
      of
      the Corporation. Attendance of a Director at any meeting shall constitute a
      waiver of notice of such meeting, except where a Director attends for the
      express purpose of objecting to the transaction of any business because the
      meeting is not lawfully called or convened. Neither the business to be
      transacted at, nor the purpose of, any regular meeting of the Board of Directors
      need be specified in the notice or waiver of notice of such
      meeting.




(f)  Quorum .
      At all
      meetings of the Board of Directors, a majority of the number of Directors shall
      constitute a quorum for the transaction of business, unless a greater number
      is
      required by law or by the Certificate of Incorporation. If a quorum shall not
      be
      present at any meeting of Directors, the Directors present thereat may adjourn
      the meeting, from time to time, without notice other than announcement at the
      meeting, until a quorum shall be present.




(g)  Requisite
      Vote .
      In the
      exercise of voting power with respect to each matter properly submitted to
      a
      vote at any meeting of the Board of Directors, each Director present at such
      meeting shall have one (1) vote. The act of a majority of the Directors present
      at any meeting at which a quorum is present shall be the act of the Board of
      Directors.




2.8  Action
      Without Meetings. Unless otherwise restricted by the Certificate of
      Incorporation or these By-laws, any action required or permitted by law to
      be
      taken at any meeting of the Board of Directors, or 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 or of such committee, as the case may be,
      and
      such written consent is filed in the minutes or proceedings of the Board of
      Directors or committee.




2.9  Committees.
      Committees designated and appointed by the Board of Directors shall function
      subject to and in accordance with the following regulations and
      procedures:




(a)  Designation
      and Appointment .
      The
      Board of Directors may, by resolution adopted by a majority of the entire Board,
      designate and appoint one or more committees under such name or names and for
      such purpose or function as may be deemed appropriate.




(b)  Members;
      Alternate Members; Terms .
      Each
      committee thus designated and appointed shall consist of one or more of the
      Directors of the Corporation. The Board of Directors may designate one or more
      of its members as alternate members of any committee, who may, subject to any
      limitations imposed by the entire Board, replace absent or disqualified members
      at any meeting of that committee. The members or alternate members of any such
      committee shall serve at the pleasure of and subject to the discretion of the
      Board of Directors.




(c)  Authority .
      Each
      Committee, to the extent provided in the resolution of the Board creating same,
      shall have and may exercise such of the powers and authority of the Board of
      Directors in the management of the business and affairs of the Corporation
      as
      the Board of Directors may direct and delegate, except, however, those matters
      which are required by statute to be reserved unto or acted upon by the entire
      Board of Directors. Each committee shall investigate and report on matters
      within its jurisdiction. A committee shall have no power to act except as
      authorized by the Board of Directors or these By-laws. The designation of a
      committee and the delegation of authority to it shall not relieve the Board
      of
      Directors or any individual Director of any responsibility imposed upon the
      Board or an individual Director by law.


3


(d)  Records .
      Each
      such committee shall keep and maintain regular records or minutes of its
      meetings and report the same to the Board of Directors when
      required.




(e)  Change
      in Number .
      The
      number of members or alternate members of any committee appointed by the Board
      of Directors, as herein provided, may be increased or decreased (but not below
      two) from time to time by appropriate resolution adopted by a majority of the
      entire Board of Directors.




(f)  Vacancies .
      Vacancies in the membership of any committee designated and appointed hereunder
      shall be filled by the Board of Directors, at a regular or special meeting
      of
      the Board of Directors, in a manner consistent with the provisions of this
      Section 2.9.




(g)  Removal
      and Resignation .
      Any
      member or alternate member of any committee appointed hereunder may be removed
      by the Board of Directors by the affirmative vote of a majority of the entire
      Board, whenever in its judgment the best interests of the Corporation will
      be
      served thereby. A member of any committee may resign at any time by submitting
      a
      resignation in writing to either the Chairman of the committee or to the Chief
      Executive Officer of the Corporation. Any such resignation shall take effect
      upon receipt of such resignation if no date is specified in the resignation,
      or,
      if a later date is specified in the resignation, upon such later
      date.




(h)  Meetings .
      The
      time, place and notice (if any) of committee meetings shall be determined by
      the
      members of such committee.




(i)  Quorum .
      At
      meetings of any committee appointed hereunder, a majority of the number of
      members designated by the Board of Directors shall constitute a quorum for
      the
      transaction of business. If a quorum is not present at a meeting of such
      committee, the members of such committee present may adjourn the meeting from
      time to time, without notice other than an announcement at the meeting, until
      a
      quorum is present.




(j)  Requisite
      Vote .
      The act
      of a majority of the members and alternate members of the committee present
      at
      any meeting at which a quorum is present shall be the act of such committee,
      except as otherwise specifically provided by statute or by the Certificate
      of
      Incorporation or by these By-laws.




(k)  Compensation .
      Appropriate compensation for members and alternate members of any committee
      appointed pursuant to the authority hereof may be authorized by the action
      of a
      majority of the entire Board of Directors pursuant to the provisions of Section
      2.11 hereof.




(l)  Action
      Without Meetings .
      Any
      action required or permitted to be taken at a meeting of any committee may
      be
      taken without a meeting if a consent in writing, setting forth the action so
      taken, is signed by all members of such committee. Such consent shall have
      the
      same force and effect as a unanimous vote at a meeting. The signed consent,
      or a
      signed copy, shall become a part of the record of such committee.




(m)  Combination
      of Board Committees .
      If the
      Board of Directors determines that any one or more of the committees previously
      established by or otherwise designated should not exist, the Board of Directors
      may assign the functions of such committee to a new or existing committee or
      to
      the Board of Directors acting as a committee of the whole.




2.10  Executive
      Committee. Except as otherwise limited by the Board of Directors or by these
      By-laws, the Executive Committee, if so designated by the Board of Directors,
      shall have and may exercise, when the Board is not in session, all the powers
      of
      the Board of Directors in the management of the business and affairs of the
      Corporation, and shall have power to authorize the seal of the Corporation
      to be
      affixed to all papers which may require it. The Board shall have the power
      at
      any time to change the membership of the Executive Committee, to fill vacancies
      in it, or to dissolve it. The Executive Committee may make rules for the conduct
      of its business and may appoint such assistance as it shall from time to time
      deem necessary. A majority of the members of the Executive Committee, if more
      than a single member, shall constitute a quorum.


4


2.11  Presumption
      of Assent. A Director of the Corporation who is present at a meeting of the
      Board of Directors, or at a committee thereof of which the Director is a member,
      at which action on any matter is taken shall be presumed to have assented to
      the
      action taken unless such Director votes against such action or abstains from
      voting because of an asserted conflict of interest and such vote against or
      abstention is noted in the minutes of the meeting.




2.12  Compensation.
      By appropriate resolution of the Board of Directors, the Directors may be
      reimbursed their expenses, if any, of attendance at each meeting of the Board
      of
      Directors or any committee thereof of which the Director is a member and may
      be
      paid a fixed sum (as determined from time to time by the vote of a majority
      of
      the Directors then in office) for attendance at each meeting of the Board of
      Directors or any committee thereof of which the Director is a member or a stated
      salary as Director. No such payment shall preclude any Director from serving
      the
      Corporation in another capacity and receiving compensation therefore. Members
      of
      special or standing committees may, by appropriate resolution of the Board
      of
      Directors, be allowed similar reimbursement of expenses and compensation for
      attending committee meetings.




2.13  Maintenance
      of Records. The Directors may keep the books and records of the Corporation,
      except such as are required by law to be kept within the State, outside the
      State of Delaware or at such place or places as they may, from time to time,
      determine.




2.14  Interested
      Directors and Officers. No contract or other transaction between the Corporation
      and one or more of its Directors or officers, or between the Corporation and
      any
      firm of which one or more of its Directors or officers are members or employees,
      or in which they are interested, or between the Corporation and any corporation
      or association of which one or more of its Directors or officers are
      stockholders, members, directors, officers, or employees, or in which they
      are
      interested, shall be void or voidable solely for this reason, or solely because
      of the presence of such Director or Directors or officer or officers at the
      meeting of the Board of Directors of the Corporation, which acts upon, or in
      reference to, such contract, or transaction, if (a) the material facts of such
      relationship or interest shall be disclosed or known to the Board of Directors
      and the Board of Directors shall, nevertheless in good faith, authorize, approve
      and ratify such contract or transaction by a vote of a majority of the Directors
      present, such interested Director or Directors to be counted in determining
      whether a quorum is present, but not to be counted in calculating the majority
      of such quorum necessary to carry such vote; (b) the material facts of such
      relationship or interest as to the contract or transaction are disclosed or
      are
      known to the stockholders entitled to vote thereon, and the contract or
      transaction is specifically approved in good faith by the vote of the
      stockholders; or (c) the contract or transaction is fair to the Corporation
      as
      of the time it is authorized, approved or ratified by the Board of Directors,
      a
      committee thereof or the stockholders. The provisions of this Section shall
      not
      be construed to invalidate any contract or other transaction which would
      otherwise be valid under the common and statutory law applicable
      thereto.




2.15  Minutes.
      Minutes shall be recorded of all meetings of the Board of Directors or any
      committee thereof. A copy of the minutes shall be distributed to all members
      of
      the Board of Directors, or the applicable committee thereof, as appropriate,
      for
      approval.




2.16  Advisory
      Directors. The Board of Directors may appoint one or more Advisory Directors
      as
      it shall from time to time determine. Each Advisory Director appointed shall
      hold office for the term for which such Advisory Director is appointed or until
      his or her earlier death, resignation, retirement or removal, with or without
      cause, as set forth in this Section 3.15. Each Advisory Director shall qualify
      as an Advisory Director following appointment as such by agreeing to act or
      acting in such capacity. An Advisory Director shall be entitled, but shall
      have
      no obligation, to attend and be present at the meetings of the Board of
      Directors, although a meeting of the Board of Directors may be held without
      notice to any Advisory Director and no Advisory Director shall be considered
      in
      determining whether a quorum of the Board of Directors is present. An Advisory
      Director shall serve only as advisors to the Board of Directors and as such
      shall advise and counsel the Board of Directors on the business and operations
      of the Corporation as requested from time to time by the Board of Directors;
      however, an Advisory Director shall not be entitled or permitted to vote on
      any
      matter presented to the Board of Directors or to bind the Corporation in any
      manner. Any Advisory Director may be removed by the Chairman of the Board or
      by
      the affirmative vote of a majority of the entire Board of Directors, whenever
      in
      their judgment the best interest of the Corporation will be served thereby.
      An
      Advisory Director, in consideration of such person serving as an Advisory
      Director, shall be entitled to receive from the Corporation such fees for
      attendance at meetings of the Board of Directors as the Board shall from time
      to
      time determine. In addition, an Advisory Director shall be entitled to receive
      from the Corporation reimbursement for the reasonable expenses incurred by
      such
      person in connection with the performance of such person's duties as an Advisory
      Director.


5


**ARTICLE
      3**




**STOCKHOLDERS**




3.1  Place
      of
      Meetings. Each meeting of the stockholders of the Corporation is to be held
      at
      the principal offices of the Corporation or at such other place, either within
      or without the State of Delaware, as may be specified in the notice of the
      meeting or in a duly executed waiver of notice thereof.




3.2  Annual
      Meetings. The annual meeting of the stockholders for the election of Directors
      and for the transaction of such other business as may properly come before
      the
      meeting shall be held at such date, time and place as may be designated each
      year by resolution of the Board of Directors; provided, however, that the
      failure to hold the annual meeting within the designated period of time or
      on
      the designated date shall not work a forfeiture or dissolution of the
      Corporation.




3.3  Special
      Meetings. Special meetings of the stockholders, for any purpose or purposes,
      may
      be called by the Board of Directors, the Chairman of the Board, the Chief
      Executive Officer or the President. The notice of a special meeting shall state
      the purpose or purposes of the proposed meeting and the business to be
      transacted at any such special meeting of stockholders, and shall be limited
      to
      the purposes stated in the notice therefore.




3.4  Record
      Date. As more specifically provided in Article 7, Section 7.7 hereof, the Board
      of Directors may fix in advance a record date for the purpose of determining
      stockholders entitled to notice of or to vote at a meeting of stockholders,
      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 less than ten (10) nor more than sixty (60) days prior to such
      meeting. In the absence of any action by the Board of Directors fixing the
      record date, 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 before the day on which notice of the meeting is given, or, if notice is
      waived, at the close of business on the day before the meeting is
      held.




3.5  Notice.
      Written or printed notice of the meeting stating the place, day and hour of
      the
      meeting, and in the case of a special meeting, the purpose or purposes for
      which
      the meeting is called, shall be delivered in the manner set forth in Section
      5.1
      hereof not less than ten (10) nor more than sixty (60) days before the date
      of
      the meeting by or at the direction of the Board of Directors, the Chairman
      of
      the Board, the Chief Executive Officer, the President, or the Secretary, to
      each
      stockholder of record entitled to vote at such meeting as determined in
      accordance with the provisions of Section 3.4 hereof.




3.6  Voting
      List. The officer or agent having charge and custody of the stock transfer
      books
      of the Corporation, shall prepare, at least ten (10) days before each meeting
      of
      stockholders, a complete list of the stockholders entitled to vote at such
      meeting, arranged in alphabetical order and showing the address of each
      stockholder and the number of shares having voting privileges 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 not less than ten (10) days prior to such meeting either
      at the principal office of the Corporation or 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.
      Such list shall also be produced and kept open at the time and place of the
      meeting and shall be subject to the inspection of any stockholder during the
      entire time of the meeting. The original stock ledger or transfer book, or
      a
      duplicate thereof, shall be prima facie evidence as to identity of the
      stockholders entitled to examine such list or stock ledger or transfer book
      and
      to vote at any such meeting of the stockholders. The failure to comply with
      the
      requirements of this Section shall not effect the validity of any action taken
      at said meeting.




3.7  Quorum.
      The holders of a majority of the shares of the capital stock issued and
      outstanding and entitled to vote thereat, represented in person or by proxy,
      shall be requisite and shall constitute a quorum at all meetings of the
      stockholders for the transaction of business except as otherwise provided by
      statute or by the Certificate of Incorporation or by these By-laws. If, however,
      such quorum shall not be present or represented at any such meeting of the
      stockholders, the stockholders entitled to vote thereat, present in person,
      or
      represented by proxy, shall have the power to adjourn the meeting, from time
      to
      time, without notice other than announcement at the meeting, until a quorum
      shall be present or represented. At such reconvened meeting at which a quorum
      shall be present or represented, any business may be transacted which might
      have
      been transacted at the meeting as originally notified. If the adjournment is
      for
      more than thirty (30) days, or if after the adjournment a new record date is
      fixed for the reconvened meeting, a notice of said meeting shall be given to
      each stockholder entitled to vote at said meeting.


6


3.8  Withdrawal
      of Quorum. If a quorum is present at the time of commencement of any meeting,
      the stockholders present at such duly convened meeting may continue to transact
      any business which may properly come before said meeting until adjournment
      thereof, notwithstanding the withdrawal from such meeting of sufficient holders
      of the shares of capital stock entitled to vote thereat to leave less than
      a
      quorum remaining.




3.9  Stockholder
      Proposals. At any meeting of stockholders, there shall be conducted only such
      business as shall have been brought before the meeting (a) by or at the
      direction of the Board of Directors or (b) by any stockholder of the Corporation
      who is a stockholder of record at the time of giving of the stockholder's notice
      provided for in this Section 3.9, who shall be entitled to vote at such meeting
      and who complies with the notice procedure set forth in this Section 3.9. For
      business to be properly brought before a meeting of stockholders by a
      stockholder, the stockholder shall have given timely notice thereof in writing
      to the Secretary of the Corporation. A stockholder's notice shall set forth
      as
      to each matter proposed to be brought before the meeting (i) a brief description
      of the business desired to be brought before the meeting, the reasons for
      conducting such business at the meeting and, in the event that such business
      includes a proposal regarding the amendment of either the Certificate of
      Incorporation or By-laws of the Corporation, the language of the proposed
      amendment, (ii) the name and address, as they appear on the Corporation's books,
      of the stockholder proposing such business, (iii) a representation of the
      stockholder as to the class and number of shares of capital stock of the
      Corporation that are beneficially owned by such stockholder, and the
      stockholder's intent to appear in person or by proxy at the meeting to propose
      such business; (iv) a list of the names and addresses of other beneficial owners
      of shares of the capital stock of the Corporation, if any, with whom such
      stockholder is acting in concert, and the number of shares of each class of
      capital stock of the Corporation beneficially owned by each such beneficial
      owner; (v) any material interest of such stockholder in such proposal or
      business, and (vi) if such proposal relates to a proposed change to the
      Corporation's Certificate of Incorporation or By-laws, an opinion of counsel,
      which counsel and the form and substance of which opinion shall be reasonably
      satisfactory to the Board of Directors of the Corporation, to the effect that
      the Certificate of Incorporation or By-laws resulting from the adoption of
      such
      proposal would not be in conflict with the laws of the State of Delaware. To
      be
      timely in connection with an annual meeting of stockholders, a stockholder's
      notice and other aforesaid items shall be delivered to or mailed and received
      at
      the principal executive offices of the Corporation not less than ninety (90)
      days nor more than one hundred eighty (180) days prior to the earlier of the
      date of the meeting or the corresponding date on which the immediately preceding
      year's annual meeting of stockholders was held. To be timely in connection
      with
      the voting on any such proposal at a special meeting of the stockholders, a
      stockholder's notice and other aforesaid items shall be delivered to or mailed
      and received at the principal executive offices of the Corporation not less
      than
      forty (40) days nor more than sixty (60) days prior to the date of such meeting;
      provided, however, that in the event that less than fifty (50) days' notice
      or
      prior public disclosure of the date of the special meeting of the stockholders
      is given or made to the stockholders, such stockholder's notice and other
      aforesaid items to be timely must be so received not later than the close of
      business on the tenth day following the day on which such notice of date of
      the
      meeting was mailed or such public disclosure was made. Within thirty (30) days
      (or such shorter period that may exist prior to the date of the meeting) after
      such stockholder shall have submitted the aforesaid items, the Secretary and
      the
      Board of Directors of the Corporation shall respectively determine whether
      the
      items to be ruled upon by them are reasonably satisfactory and shall notify
      such
      stockholder in writing of their respective determinations. If such stockholder
      fails to submit a required item in the form or within the time indicated, or
      if
      the Secretary of the Board of Directors of the Corporation determines that
      the
      items to be ruled upon by them are not reasonably satisfactory, then such
      proposal by such stockholder may not be voted upon by the stockholders of the
      Corporation at such meeting of stockholders. The chairman at each meeting of
      stockholders shall, if the facts warrant, determine and declare to the meeting
      that a proposal was not made in accordance with the procedure prescribed by
      these By-laws, and if he should so determine, he shall so declare to the meeting
      and the defective proposal shall be disregarded. The requirements of this
      Section 3.9 shall be in addition to or superceded by, as the case may be, any
      other requirement imposed by these By-laws, by the Corporation's Certificate
      of
      Incorporation or the law.


7


3.10  Nomination
      of Directors. Only persons who are nominated in accordance with the procedure
      set forth in this Section 3.10 shall be eligible for election as Directors.
      Nominations for the election of Directors may be made by the Board of Directors
      or by any stockholder of the Corporation (a " Nominator ")
      entitled to vote in the election of Directors who complies with the notice
      and
      other procedures set forth in this Section 3.10. Such nominations, other than
      those made by or at the direction of the Board of Directors, shall be made
      in
      writing pursuant to timely notice delivered to or mailed and received by the
      Secretary of the Corporation as set forth in this Section. To be timely in
      connection with an annual meeting of stockholders, a Nominator's notice, setting
      forth the name and address of the person to be nominated, shall be delivered
      to
      or mailed and received at the principal executive offices of the Corporation
      not
      less than ninety (90) days nor more than on hundred eighty (180) days prior
      to
      the earlier of the date of the meeting or the corresponding date on which the
      immediately preceding year's annual meeting of stockholders was held. To be
      timely in connection with any election of a Director at a special meeting of
      the
      stockholders, a Nominator's notice, setting forth the name and address of the
      person to be nominated, shall be delivered to or mailed and received at the
      principal executive offices of the Corporation not later than the close of
      business on the tenth day following the day on which such notice of date of
      the
      meeting was mailed or such public disclosure was made, whichever first occurs.
      At such time, the Nominator shall also submit written evidence, reasonably
      satisfactory to the Secretary of the Corporation, that the Nominator is a
      stockholder of the Corporation and shall identify in writing (i) the name and
      address of the Nominator, (ii) the number of shares of each class of capital
      stock of the Corporation of which the Nominator is the beneficial owner, (iii)
      the name and address of each of the persons with whom the Nominator is acting
      in
      concert, (iv) the number of shares of capital stock of which each such person
      with whom the Nominator is acting in concert is the beneficial owner pursuant
      to
      which the nomination or nominations are to be made, and (v) a description of
      all
      arrangements or understandings between the stockholder and each proposed nominee
      and any other person or persons (naming such person or persons) pursuant to
      which the nomination or nominations are to be made by the stockholder. At such
      time, the Nominator shall also submit in writing (i) the name, age, business
      address and residence address of such proposed nominee, (ii) the principal
      occupation or employment of such proposed nominee, (iii) the class and number
      of
      shares of the Corporation beneficially owned by such proposed nominee, (iv)
      such
      other information with respect to each such proposed nominee that would be
      required to be provided in a proxy statement prepared in accordance with
      Regulation 14A under the Securities Exchange Act of 1934, as amended, and (v)
      a
      notarized affidavit executed by each such proposed nominee to the effect that,
      if elected as a member of the Board of Directors, he will serve and that he
      is
      eligible for election as a member of the Board of Directors. Within thirty
      (30)
      days (or such shorter time period that may exist prior to the date of the
      meeting) after the Nominator has submitted the aforesaid items to the Secretary
      of the Corporation, the Secretary of the Corporation shall determine whether
      the
      evidence of the Nominator's status as a stockholder submitted by the Nominator
      is reasonably satisfactory and shall notify the Nominator in writing of his
      determination. If the Secretary of the Corporation finds that such evidence
      is
      not reasonably satisfactory, or if the Nominator fails to submit the requisite
      information in the form or within the time indicated, such nomination shall
      be
      ineffective for the election at the meeting at which such person is proposed
      to
      be nominated. The chairman at each meeting of stockholders shall, if the facts
      warrant, determine and declare to the meeting that a nomination was not made
      in
      accordance with the procedures prescribed by the By-laws, and if he should
      so
      determine, he shall so declare to the meeting and the defective nomination
      shall
      be disregarded. The requirements of this Section 3.10 shall be in addition
      to or
      superceded by, as the case may be, any other requirements imposed by these
      By-laws, by the Certificate of Incorporation or by law.




3.11  Requisite
      Vote. With respect to any action to be taken by the stockholders as to any
      matter other than the election of Directors, the affirmative vote of the holders
      of a majority of the shares of capital stock entitled to vote on that matter
      and
      represented in person or by proxy at a meeting of stockholders at which a quorum
      is present shall be the act of the stockholders.




3.12  Voting
      at
      Meeting. Voting at meetings of stockholders shall be conducted and exercised
      subject to the following procedures and regulations:




(a)  Voting
      Power .
      In the
      exercise of voting power with respect to each matter properly submitted to
      a
      vote at any meeting of stockholders, each stockholder of the capital stock
      of
      the Corporation having voting power shall be entitled to one (1) vote for each
      such share held in his name on the books of the Corporation, except to the
      extent otherwise specified by the Certificate of Incorporation or Certificate
      of
      Designations pertaining to a series of preferred stock.


8


(b)  Exercise
      of Voting Power; Proxies .
      Each
      stockholder entitled to vote at a meeting or to express consent or dissent
      to
      corporate action in writing without a meeting may vote either in person or
      authorize another person or persons to act for him by proxy duly appointed
      by
      instrument in writing subscribed by such stockholder or by his duly authorized
      attorney-in-fact; provided, however, no such appointment of proxy shall be
      valid, voted or acted upon after the expiration of three (3) years from the
      date
      of execution of such written instrument of appointment, unless otherwise stated
      therein. All proxies must indicate the number of shares subject to the proxy
      and
      must bear the date on which the proxy was executed by the stockholder. A
      telegram, telex, cablegram, or similar transmission by a stockholder, or a
      photographic, photostatic, facsimile, or similar reproduction of a writing
      executed by a stockholder, shall be treated as an execution in writing. A proxy
      shall be revocable unless expressly designated therein as irrevocable and
      coupled with an interest. Proxies coupled with an interest include the
      appointment as proxy of: (a) a pledgee; (b) a person who purchased or agreed
      to
      purchase or owns or holds an option to purchase the shares voted; (c) a creditor
      of the Corporation who extended its credit under terms requiring the
      appointment; (d) an employee of the Corporation whose employment contract
      requires the appointment; or (e) a party to a voting agreement created under
      Section 218 of the General Corporation Law of Delaware, as amended. Each proxy
      shall be filed with the Secretary of the Corporation prior to or at the time
      of
      the meeting. Any vote may be taken by voice vote or by show of hands unless
      someone entitled to vote at the meeting objects, in which case written ballots
      shall be used.




(c)  Election
      of Directors .
      In all
      elections of Directors cumulative voting shall be prohibited.




3.13  Conduct
      of Meetings. The Board of Directors of the Corporation may adopt by resolution
      such rules and regulations for the conduct of the meeting of stockholders as
      it
      shall deem appropriate. Except to the extent inconsistent with such rules and
      regulations as adopted by the Board of Directors, the chairman of any meeting
      of
      stockholders shall have the right and authority to prescribe such rules,
      regulations and procedures and to do all such acts as, in the judgment of such
      chairman, are appropriate for the proper conduct of the meeting. Such rules,
      regulations or procedures, whether adopted by the Board of Directors or
      prescribed by the chairman of the meeting, may include, without limitation,
      the
      following: (i) the establishment of an agenda or order of business for the
      meeting; (ii) rules and procedures for maintaining order at the meeting and
      the
      safety of those present; (iii) limitations on attendance at or participation
      in
      the meeting to stockholders of record of the Corporation, their duly authorized
      and constituted proxies or such other persons as the chairman of the meeting
      shall determine; (iv) restrictions on entry to the meeting after the time fixed
      for the commencement thereof; and (v) limitations on the time allotted to
      questions or comments by participants. Unless to the extent determined by the
      Board of Directors or the chairman of the meetings, meetings of stockholders
      shall not be required to be held in accordance with the rules of parliamentary
      procedure.




3.14  Inspectors
      of Elections.




(a)  Appointment
      of Inspectors .
      In
      advance of any meeting of stockholders, the Board of Directors may appoint
      any
      persons, other than nominees for office, as inspectors of election to act at
      that meeting or any adjournment of that meeting. If inspectors of election
      are
      not appointed, the chairman of any meeting may, and on the request of any
      stockholder or stockholder's proxy shall, appoint inspectors of election at
      the
      meeting. The number of inspectors shall be either one or three. If appointed
      at
      a meeting on the request of one or more stockholders or proxies, the majority
      of
      shares present shall determine whether one or three inspectors are to be
      appointed. In case any person appointed as inspector fails to appear or fails
      or
      refuses to act, the vacancy may be filled by appointment by the Board of
      Directors in advance of the meeting, or at the meeting by the person acting
      as
      chairman.




(b)  Duties
      of Inspectors .
      The
      inspectors of election shall determine the number of shares outstanding and
      the
      voting power of each, the shares represented at the meeting, the existence
      of a
      quorum, and the authenticity, validity, and effect of proxies. The inspectors
      shall also receive votes, ballots, or consents, hear and determine all
      challenges and questions in any way arising in connection with the right to
      vote, count and tabulate all votes or consents, determine the result, and do
      such acts as may be proper to conduct the election or vote with fairness to
      all
      stockholders. The inspectors of election shall perform their duties impartially,
      in good faith, to the best of their ability, and as expeditiously as is
      practical.


9


(c)  Vote
      of Inspectors .
      If
      there are three inspectors of election the decision, act, or certificate of
      a
      majority is effective in all respects as the decision, act, or certificate
      of
      all.




(d)  Report
      of Inspectors .
      On
      request of the chairman of the meeting or of any stockholder or the
      stockholder's proxy, the inspectors shall make a report in writing of any
      challenge or question or matter determined by them and execute a certificate
      of
      any fact found by them. Any report or certificate made by them is prima facie
      evidence of the facts stated therein.




3.15  Action
      Without Meetings. Any action permitted or required to be taken at a meeting
      of
      the stockholders of the Corporation may be taken without a meeting, without
      prior notice, and without a vote, if a consent or consents in writing, setting
      forth the action so taken, shall be signed by the holder or holders of the
      outstanding stock having not less than the minimum number of votes that would
      be
      necessary to authorize or take such action at a meeting at which all shares
      entitled to vote thereon were present and voted, and such written consent shall
      have the same force and effect as the requisite vote of the stockholders
      thereon. Any such executed written consent, or an executed counterpart thereof,
      shall be placed in the minute book of the Corporation. Every written consent
      shall bear the date of signature of each stockholder who signs the consent.
      No
      written consent shall be effective to take the action that is the subject of
      the
      consent unless, within sixty (60) days after the date of the earliest dated
      consent delivered to the Corporation in the manner required under Section 3.16
      hereof, a consent or consents signed by the holders of the minimum number of
      shares of the capital stock issued and outstanding and entitled to vote on
      and
      approve the action that is the subject of the consent are delivered to the
      Corporation. Prompt notice of the taking of any action by stockholders without
      a
      meeting by less than unanimous written consent shall be given to those
      stockholders who did not consent in writing to the action.




3.16  Record
      Date For Action Without Meetings. Unless a record date shall have previously
      been fixed or determined by the Board of Directors as provided in Section 3.4
      hereof, whenever action by stockholders is proposed to be taken by consent
      in
      writing without a meeting of stockholders, the Board of Directors may fix a
      record date for the purpose of determining stockholders entitled to consent
      to
      that action, which record date shall not precede, and shall not be more than
      ten
      (10) days after, the date upon which the resolution fixing the record date
      is
      adopted by the Board of Directors. If no record date has been fixed by the
      Board
      of Directors and the prior action of the Board of Directors is not required
      by
      statute or the Certificate of Incorporation, the record date for determining
      stockholders entitled to consent to corporate action in writing without a
      meeting shall be the first date on which a signed written consent setting forth
      the action taken or proposed to be taken is delivered to the Corporation by
      delivery to its registered office, its principal place of business, or an
      officer or agent of the Corporation having custody of the books in which
      proceedings of meetings of stockholders are recorded. Delivery shall be by
      hand
      or by certified or registered mail, return receipt requested. Delivery to the
      Corporation's principal place of business shall be addressed to the President
      or
      principal executive officer of the Corporation. If no record date shall have
      been fixed by the Board of Directors and prior action of the Board of Directors
      is required by statute, the record date for determining stockholders entitled
      to
      consent to corporate action in writing without a meeting shall be at the close
      of business on the day on which the Board of Directors adopts a resolution
      taking such prior action.




3.17  Preemptive
      Rights. No holder of shares of capital stock of the Corporation shall, as such
      holder, have any right to purchase or subscribe for any capital stock of any
      class which the Corporation may issue or sell, whether or not exchangeable
      for
      any capital stock of the Corporation of any class or classes, whether issued
      out
      of unissued shares authorized by the Certificate of Incorporation, as amended,
      or out of shares of capital stock of the Corporation acquired by it after the
      issue thereof; nor shall any holder of shares of capital stock of the
      Corporation, as such holder, have any right to purchase, acquire or subscribe
      for any securities which the Corporation may issue or sell whether or not
      convertible into or exchangeable for shares of capital stock of the Corporation
      of any class or classes, and whether or not any such securities have attached
      or
      appurtenant thereto warrants, options or other instruments which entitle the
      holders thereof to purchase, acquire or subscribe for shares of capital stock
      of
      any class or classes.


10


**ARTICLE
      4**




**OFFICERS
      AND AGENTS**




4.1  Designation.
      The officers of the Corporation shall be chosen by the Board of Directors and
      shall consist of the offices of:




(a)  President
      and Secretary; and




(b)  Such
      other offices and officers (including a Chairman of the Board, Vice Chairman,
      Chief Executive Officer, Chief Operating Officer, one or more additional Vice
      Presidents and a Treasurer) and assistant officers and agents as the Board
      of
      Directors shall deem necessary.




4.2  Election
      of Officers. Each officer designated in Section 4.1(a) hereof shall be elected
      by the Board of Directors on the expiration of the term of office of such
      officer, as herein provided, or whenever a vacancy exists in such office. Each
      officer or agent designated in Section 4.1(b) above may be elected by the Board
      of Directors at any meeting.




4.3  Qualifications.
      No officer or agent need be a stockholder of the Corporation or a resident
      of
      Delaware. No officer or agent is required to be a Director, except the Chairman
      of the Board. Any two or more offices may be held by the same
      person.




4.4  Term
      of
      Office. Unless otherwise specified by the Board of Directors at the time of
      election or appointment, or by the express provisions of an employment contract
      approved by the Board, the term of office of each officer and each agent shall
      expire on the date of the first meeting of the Board of Directors next following
      the annual meeting of stockholders each year. Each such officer or agent, unless
      elected or appointed to an additional term, shall serve until the expiration
      of
      the term of his office or, if earlier, his death, resignation or
      removal.




4.5  Authority.
      Officers and agents shall have such authority and perform such duties in the
      management of the Corporation as are provided in these By-laws or as may be
      determined by resolution of the Board of Directors not inconsistent with these
      By-laws.




4.6  Removal
      And Resignation. Any officer or agent elected or appointed by the Board of
      Directors may be removed by the Board of Directors with or without cause by
      a
      majority of the Directors at any annual, regular or special meeting of the
      Board
      of Directors. Such removal shall be without prejudice to the contract rights,
      if
      any, of the person so removed. Election or appointment of an officer or agent
      shall not of itself create contract rights. Any officer may resign at any time
      by submitting a resignation in writing to the Board of Directors or to the
      Chief
      Executive Officer of the Corporation. Any such resignation shall take effect
      upon receipt of such resignation if no date is specified in the resignation,
      or,
      if a later date is specified in the resignation, upon such later date. Unless
      otherwise specified in the resignation, the acceptance of such resignation
      shall
      not be necessary to make it effective.




4.7  Vacancies.
      Any vacancy occurring in any office of the Corporation (by death, resignation,
      removal or otherwise) shall be filled by the Board of Directors. The new officer
      elected to fill the vacancy shall serve in such capacity until the unexpired
      term of the predecessor in office.




4.8  Compensation.
      The compensation of all officers and agents of the Corporation shall be fixed
      from time to time by the Board of Directors.




4.9  Chairman
      of the Board. If a Chairman of the Board is elected, he shall be chosen from
      among the Directors. The Chairman of the Board shall have the power to call
      special meetings of the stockholders and of the Directors for any purpose or
      purposes, and he shall preside at all meetings of the Board of Directors, unless
      he shall be absent or unless he shall, at his election, designate the Vice
      Chairman, if one is elected, to preside in his stead. The Chairman of the Board
      shall submit a report as to the operations of the Corporation for the preceding
      fiscal year to the Board of Directors as soon as practicable in each year and,
      with the Chief Executive Officer, to the stockholders at or prior to each annual
      meeting of the stockholders, and the Chairman of the Board shall from time
      to
      time report to the Board of Directors matters within his knowledge which the
      interest of the Corporation may require to be so reported. The Chairman of
      the
      Board shall be an ex-officio member of all committees of the Board of Directors
      of which the Chairman is not an actual member. The Chairman of the Board shall
      advise and counsel the Chief Executive Officer and other officers of the
      Corporation and shall exercise such powers and perform such duties as shall
      be
      assigned to or required by him from time to time by the Board of
      Directors.




11


4.10  Vice
      Chairman. The Vice Chairman, if one is elected, shall have the power to call
      special meetings of the stockholders and of the Directors for any purpose or
      purposes, and, in the absence of the Chairman of the Board, the Vice Chairman
      shall preside at all meetings of the Board of Directors unless he shall be
      absent. The Vice Chairman shall advise and counsel the other officers of the
      Corporation and shall exercise such powers and perform such duties as shall
      be
      assigned to or required of him from time to time by the Board of
      Directors.




4.11  Chief
      Executive Officer. Subject to the supervision of the Board of Directors, the
      Chief Executive Officer, if one is elected, shall have general supervision,
      management, direction and control of the business and affairs of the Corporation
      and shall see that all orders and resolutions of the Board of Directors are
      carried into effect. The Chief Executive Officer shall execute bonds, mortgages
      and other contracts requiring a seal, under the seal of the Corporation, except
      where required or permitted by law 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. The Chief Executive Officer shall
      preside at all meetings of the stockholders and, in the absence of the Chairman
      of the Board and the Vice Chairman, at all meetings of the Board of Directors.
      The Chief Executive Officer shall be ex officio a member of the Executive
      Committee, if any, of the Board of Directors. The Chief Executive Officer shall
      have the general powers and duties of management usually vested in the office
      of
      chief executive officer of a corporation and shall perform such other duties
      and
      possess such other authority and powers as the Board of Directors may from
      time
      to time prescribe. The Chief Executive Officer shall have general supervision
      and direction of all other officers, agents and employees of the Corporation
      to
      see that their respective duties are properly performed. In the event no
      individual is elected to the office of Chief Operating Officer, the Chief
      Executive Officer shall have the powers and perform the duties of the Chief
      Operating Officer.




4.12  Chief
      Operating Officer. Subject to the supervision of the Board of Directors, the
      Chief Operating Officer, if one is elected, shall have general supervision
      of
      the day to day operations of the Corporation. The Chief Operating Officer shall
      be ex officio a member of the Executive Committee, if any, of the Board of
      Directors. The Chief Operating Officer shall have the general powers and duties
      of management usually vested in the office of chief operating officer of a
      corporation and shall perform such other duties and possess such other authority
      and powers as the Board of Directors may from time to time
      prescribe.




4.13  President.
      In the absence or disability of the Chief Executive Officer, the President
      shall
      perform all of the duties of the Chief Executive Officer and when so acting
      shall have all the powers and be subject to all the restrictions upon the Chief
      Executive Officer, including the power to sign all instruments and to take
      all
      actions which the Chief Executive Officer is authorized to perform by the Board
      of Directors or the By-laws. The President shall have the general powers and
      duties usually vested in the office of president of a corporation and shall
      perform such other duties and possess such other authority and powers as the
      Board of Directors may from time to time prescribe or as the Chief Executive
      Officer may from time to time delegate.




4.14  Vice
      Presidents. The Vice President, or if there shall be more than one, the Vice
      Presidents in the order determined by the majority vote of the Board of
      Directors, shall, in the prolonged absence or disability of the President,
      perform the duties and exercise the powers of the President and shall perform
      such other duties and have such other powers as the Board of Directors may
      from
      time to time prescribe or as the Chief Executive Officer may from time to time
      delegate.




4.15  Secretary.
      The Secretary shall be the custodian of and shall maintain the corporate books
      and records and shall record or see to the proper recording of all proceedings
      of the meetings of the stockholders and the Board of Directors of the
      Corporation in a book to be maintained for that purpose and shall perform like
      duties for the standing committees when required. The Secretary shall give,
      or
      cause to be given, notice of all meetings of the stockholders and special
      meetings of the Board of Directors, and shall perform such other duties as
      may
      be prescribed by the Board of Directors, the Chairman of the Board, the Chief
      Executive Officer, or the President. The Secretary shall have custody of the
      corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
      shall have authority to affix the same to any instrument requiring it and when
      so affixed, it may be attested by his signature or by the signature of such
      Assistant Secretary. The Board of Directors may give general authority to any
      other officer to affix the seal of the corporation and to attest the affixing
      by
      his signature. The Secretary shall have the authority to sign stock certificates
      and shall perform all duties usually vested in the office of secretary of a
      corporation and shall perform such other duties and possess such other powers
      as
      the Board of Directors may from time to time prescribe or as the Chief Executive
      Officer may from time to time delegate.


12


4.16  Assistant
      Secretaries. The Assistant Secretary, or if there be more than one, the
      Assistant Secretaries in the order determined by the Board of Directors, shall
      in the absence or disability of the Secretary, perform the duties and exercise
      the powers of the Secretary and shall perform such other duties and have such
      other powers as the Board of Directors may from time to time prescribe or as
      the
      Chief Executive Officer may from time to time delegate.




4.17  Treasurer.
      The Treasurer shall be the chief accounting and financial officer of the
      Corporation and shall have active control of and shall be responsible for all
      matters pertaining to the accounts and finances of the Corporation. The
      Treasurer shall audit all payrolls and vouchers of the Corporation and shall
      direct the manner of certifying the same; shall supervise the manner of keeping
      all vouchers for payments by the Corporation and all other documents relating
      to
      such payments; shall receive, audit and consolidate all operating and financial
      statements of the Corporation and its various departments; shall have
      supervision of the books of account of the corporation, their arrangement and
      classification; shall supervise the accounting and auditing practices of the
      Corporation and shall have charge of all matters relating to taxation. The
      Treasurer shall have the care and custody of all monies, funds and securities
      of
      the Corporation; shall deposit or cause to be deposited all such funds in and
      with such depositories as the Board of Directors shall from time to time direct
      or as shall be selected in accordance with procedures established by the Board
      of Directors; shall advise upon all terms of credit granted by the Corporation;
      shall be responsible for the collection of all its accounts and shall cause
      to
      be kept full and accurate accounts of all receipts and disbursements of the
      Corporation. The Treasurer shall have the power to endorse for deposit or
      collection or otherwise all checks, drafts, notes, bills of exchange and other
      commercial paper payable to the Corporation and to give proper receipts or
      discharges for all payments to the Corporation. The Treasurer shall disburse
      the
      funds of the Corporation as may be ordered by the Board of Directors, taking
      proper vouchers for such disbursements, and shall render to the Chief Executive
      Officer (and Chairman of the Board, if one is elected) and the Board of
      Directors, at its regular meetings, or when the Board of Directors so requires,
      an account of all his transactions as Treasurer and of the financial condition
      of the Corporation. If required by the Board of Directors, the Treasurer shall
      give the Corporation a bond in such sum and with such surety or sureties as
      shall be satisfactory to the Board of Directors for the faithful performance
      of
      the duties of his office and for the restoration to the Corporation, in case
      of
      his death, resignation, retirement or removal from office, of all books, papers,
      vouchers, money, and other property of whatever kind in his possession or under
      his control owned by the Corporation. The Treasurer shall perform such other
      duties and have such other authority and powers as the Board of Directors may
      from time to time prescribe or as the Chief Executive Officer may from time
      to
      time delegate.




4.18  Assistant
      Treasurers. The Assistant Treasurer, or, if there shall be more than one, the
      Assistant Treasurers in the order determined by the Board of Directors, shall,
      in the absence or disability of the Treasurer, perform the duties and exercise
      the powers of the Treasurer and shall perform such other duties and have such
      other powers as the Board of Directors may from time to time prescribe or as
      the
      Chief Executive Officer may from time to time delegate.




4.19  Bonds.
      Any officer or employee of the Corporation shall, if required by the Board
      of
      Directors, furnish a bond for the faithful discharge of the duties held by
      such
      officer or employee in such form and amount and with such surety or sureties
      as
      is satisfactory to the Board of Directors.




**ARTICLE
      5**




**NOTICES**




5.1  Method
      of
      Notice. Whenever under the provisions of the General Corporation Law of Delaware
      or of the Certificate of Incorporation or of these By-laws, notice is required
      to be given to any Director or stockholder, it shall not be construed to mean
      personal notice, but such notice may be given in writing and delivered
      personally, through the United States mail, by a recognized delivery service
      (such as Federal Express) or by means of telegram, telex, facsimile transmission
      or electronic transmission (e-mail), addressed to such Director or stockholder,
      at his address, telex or facsimile transmission number, or e-mail address,
      as
      the case may be, as it appears on the records of the Corporation, with postage
      and fees thereon prepaid. Such notice shall be deemed to be given at the time
      when the same shall be deposited in the United States Mail or with an express
      delivery service or when transmitted by telegram, telex or facsimile
      transmission, e-mail, or personally delivered, as the case may be. The Secretary
      of the Corporation or the secretary of any committee of the Board of Directors
      responsible for the giving of notice to any Director shall give notice of the
      time and place of each meeting by United States mail or recognized delivery
      service at least three days before such meeting, or if by telegram, telex or
      facsimile transmission or e-mail, at least twenty-four hours before the
      meeting.


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5.2  Waiver.
      Whenever any notice is required to be given under the provisions of the General
      Corporation Law of Delaware or under the provisions of the Certificate of
      Incorporation or these By-laws, a waiver thereof in writing signed by the person
      or persons entitled to such notice, whether before or after the time stated
      therein, shall be deemed equivalent to the giving of such notice. Attendance
      by
      such person or persons, whether in person or by proxy, at any meeting requiring
      notice shall constitute a waiver of notice of such meeting, except where such
      person attends the meeting for the express purpose of objecting to the
      transaction of any business because the meeting is not lawfully called or
      convened.




5.3  Exception
      to Requirement of Notice. Any notice required to be given to any stockholder
      under any provision of the General Corporation Law of the State of Delaware,
      the
      Certificate of Incorporation or these By-laws need not be given to the
      stockholder if: (1) notice of two consecutive annual meetings and all notices
      of
      meetings held during the period between those annual meetings, if any, or (2)
      all (but in no event less than two) payments (if sent by first class mail)
      of
      dividends or interest on securities during a twelve-month period have been
      mailed to that person, addressed at his address as shown on the records of
      the
      Corporation, and have been returned undeliverable. Any action or meeting taken
      or held without notice to such a person shall have the same force and effect
      as
      if the notice had been duly given and, if the action taken by the Corporation
      is
      reflected in any certificate filed with the Secretary of State, that certificate
      need not state that notice was not given to persons to whom notice was not
      required to be given pursuant to this Section. If such a person delivers to
      the
      Corporation a written notice setting forth his then current address, the
      requirement that notice be given to that person shall be
      reinstated.




**ARTICLE
      6**




**INDEMNIFICATION**




6.1  Mandatory
      Indemnification. Each person who was or is made a party or is threatened to
      be
      made a party, or who was or is a witness without being named a party, to any
      threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative, arbitrative or investigative, any appeal in such
      an
      action, suit or proceeding, and any inquiry or investigation that could lead
      to
      such an action, suit or proceeding (a "Proceeding"), by reason of the fact
      that
      such individual is or was a Director or officer of the Corporation, or while
      a
      Director or officer of the Corporation is or was serving at the request of
      the
      Corporation as a director, officer, partner, venturer, proprietor, trustee,
      employee, agent or similar functionary of another corporation, partnership,
      trust, employee benefit plan or other enterprise, shall be indemnified and
      held
      harmless by the Corporation from and against any judgments, penalties (including
      excise taxes), fines, amounts paid in settlement and reasonable expenses
      (including court costs and attorneys' fees) actually incurred by such person
      in
      connection with such Proceeding if it is determined that he acted in good faith
      and reasonably believed (i) in the case of conduct in his official capacity
      on
      behalf of the Corporation that his conduct was in the Corporation's best
      interests, (ii) in all other cases, that his conduct was not opposed to the
      best
      interests of the Corporation, and (iii) with respect to any Proceeding which
      is
      a criminal action, that he had no reasonable cause to believe his conduct was
      unlawful; provided, however, that in the event a determination is made that
      such
      person is liable to the Corporation or is found liable on the basis that
      personal benefit was improperly received by such person, the indemnification
      is
      limited to reasonable expenses actually incurred by such person in connection
      with the Proceeding and shall not be made in respect of any Proceeding in which
      such person shall have been found liable for willful or intentional misconduct
      in the performance of his duty to the Corporation. The termination of any
      Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself be determinative of whether
      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 Proceeding which is a criminal action, had reasonable cause
      to believe that his conduct was unlawful. A person shall be deemed to have
      been
      found liable in respect of any claim, issue or matter only after the person
      shall have been so adjudged by a court of competent jurisdiction after
      exhaustion of all appeals there from.


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6.2  Determination
      of Indemnification. Any indemnification under the foregoing Section 6.1 (unless
      ordered by a court of competent jurisdiction) shall be made by the Corporation
      only upon a determination that indemnification of such person is proper in
      the
      circumstances by virtue of the fact that it shall have been determined that
      such
      person has met the applicable standard of conduct. Such determination shall
      be
      made (1) by a majority vote of a quorum consisting of Directors who at the
      time
      of the vote are not named defendants or respondents in the Proceeding; (2)
      if
      such quorum cannot be obtained, by a majority vote of a committee of the Board
      of Directors, designated to act in the matter by a majority of all Directors,
      consisting of two or more Directors who at the time of the vote are not named
      defendants or respondents in the Proceeding; (3) by special legal counsel (in
      a
      written opinion) selected by the Board of Directors or a committee of the Board
      by a vote as set forth in Subsection (1) or (2) of this Section, or, if such
      quorum cannot be established, by a majority vote of all Directors (in which
      Directors who are named defendants or respondents in the Proceeding may
      participate); or (4) by the stockholders of the Corporation in a vote that
      excludes the shares held by Directors who are named defendants or respondents
      in
      the Proceeding.




6.3  Advancement
      of Expenses. Reasonable expenses, including court costs and attorneys' fees,
      incurred by a person who was or is a witness or who was or is named as a
      defendant or respondent in a Proceeding, by reason of the fact that such
      individual is or was a Director or officer of the Corporation, or while a
      Director or officer of the Corporation is or was serving at the request of
      the
      Corporation as a director, officer, partner, venturer, proprietor, trustee,
      employee, agent or similar functionary of another corporation, partnership,
      trust, employee benefit plan or other enterprise, shall be paid by the
      Corporation at reasonable intervals in advance of the final disposition of
      such
      Proceeding, and without the determination set forth in Section 6.2, upon receipt
      by the Corporation of a written affirmation by such person of his good faith
      belief that he has met the standard of conduct necessary for indemnification
      under this Article 6, and a written undertaking by or on behalf of such person
      to repay the amount paid or reimbursed by the Corporation if it is ultimately
      determined that he is not entitled to be indemnified by the Corporation as
      authorized in this Article 6. Such written undertaking shall be an unlimited
      obligation of such person and it may be accepted without reference to financial
      ability to make repayment.




6.4  Permissive
      Indemnification. The Board of Directors of the Corporation may authorize the
      Corporation to indemnify employees or agents of the Corporation, and to advance
      the reasonable expenses of such persons, to the same extent, following the
      same
      determinations and upon the same conditions as are required for the
      indemnification of and advancement of expenses to Directors and officers of
      the
      Corporation.




6.5  Nature
      of
      Indemnification. The indemnification and advancement of expenses provided
      hereunder shall not be deemed exclusive of any other rights to which those
      seeking indemnification may be entitled under the Certificate of Incorporation,
      these By-laws, any agreement, vote of stockholders or disinterested Directors
      or
      otherwise, both as to actions taken in an official capacity and as to actions
      taken in any other capacity while holding such office, shall continue as to
      a
      person who has ceased to be a Director, officer, employee or agent of the
      Corporation and shall inure to the benefit of the heirs, executors and
      administrators of such person.




6.6  Insurance.
      The Corporation shall have the power and authority to purchase and maintain
      insurance or another arrangement on behalf of any person who is or was a
      Director, officer, employee or agent of the Corporation, or who is or was
      serving at the request of the Corporation as a director, officer, partner,
      venturer, proprietor, trustee, employee, agent, or similar functionary of
      another foreign or domestic corporation, partnership, joint venture, sole
      proprietorship, trust, employee benefit plan or other enterprise, against any
      liability, claim, damage, loss or risk asserted against such person and incurred
      by such person in any such capacity or arising out of the status of such person
      as such, irrespective of whether the Corporation would have the power to
      indemnify and hold such person harmless against such liability under the
      provisions hereof. If the insurance or other arrangement is with a person or
      entity that is not regularly engaged in the business of providing insurance
      coverage, the insurance or arrangement may provide for payment of a liability
      with respect to which the Corporation would not have the power to indemnify
      the
      person only if including coverage for the additional liability has been approved
      by the stockholders of the Corporation. Without limiting the power of the
      Corporation to procure or maintain any kind of insurance or other arrangement,
      the Corporation may, for the benefit of persons indemnified by the Corporation,
      (1) create a trust fund; (2) establish any form of self-insurance; (3) secure
      its indemnity obligation by grant of a security interest or other lien on the
      assets of the Corporation; or (4) establish a letter of credit, guaranty, or
      surety arrangement. The insurance or other arrangement may be procured,
      maintained, or established within the Corporation or with any insurer or other
      person deemed appropriate by the Board of Directors regardless of whether all
      or
      part of the stock or other securities of the insurer or other person are owned
      in whole or part by the Corporation. In the absence of fraud, the judgment
      of
      the Board of Directors as to the terms and conditions of the insurance or other
      arrangement and the identity of the insurer or other person participating in
      the
      arrangement shall be conclusive and the insurance or arrangement shall not
      be
      voidable and shall not subject the Directors approving the insurance or
      arrangement to liability, on any ground, regardless of whether the Directors
      participating in the approval is a beneficiary of the insurance or
      arrangement.




15


**ARTICLE
      7**




**STOCK
      CERTIFICATES AND TRANSFER REGULATIONS**




7.1  Description
      of Certificates. The shares of the capital stock of the Corporation shall be
      represented by certificates in the form approved by the Board of Directors
      and
      signed in the name of the Corporation by the Chairman of the Board, the Chief
      Executive Officer, the Chief Operating Officer, the President or a Vice
      President and the Secretary or an Assistant Secretary of the Corporation, and
      sealed with the seal of the Corporation or a facsimile thereof. Each certificate
      shall state on the face thereof the name of the Corporation and that it is
      organized under the laws of the Statue of Delaware, the name of the holder,
      the
      number and class of shares, the par value of shares covered thereby or a
      statement that such shares are without par value, and such other matters as
      are
      required by law. At such time as the Corporation may be authorized to issue
      shares of more than one class, every certificate shall set forth upon the face
      or back of such certificate a statement of the designations, preferences,
      limitations and relative rights of the shares of each class authorized to be
      issued, as required by the laws of the State of Delaware, or may state that
      the
      Corporation will furnish a copy of such statement without charge to the holder
      of such certificate upon receipt of a written request therefore from such
      holder.




7.2  Entitlement
      to Certificates. Every holder of the capital stock in the Corporation shall
      be
      entitled to have a certificate signed in the name of the Corporation by the
      Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
      the President or a Vice President and the Secretary or an Assistant Secretary
      of
      the Corporation, certifying the class of capital stock and the number of shares
      represented thereby as owned or held by such stockholder in the
      Corporation.




7.3  Signatures.
      The signatures of the Chairman of the Board, the Chief Executive Officer, the
      Chief Operating Officer, the President, the Vice President, the Secretary or
      the
      Assistant Secretary upon a certificate may be facsimiles. In case any officer
      or
      officers who have signed, or whose facsimile signature or signatures have been
      placed upon any such certificate or certificates, shall cease to serve as such
      officer or officers of the Corporation, whether because of death, resignation,
      removal or otherwise, before such certificate or certificates are issued and
      delivered by the Corporation, such certificate or certificates may nevertheless
      be adopted by the Corporation and be issued and delivered with the same effect
      as though the person or persons who signed such certificate or certificates
      or
      whose facsimile signature or signatures have been used thereon had not ceased
      to
      serve as such officer or officers of the Corporation.




7.4  Issuance
      of Certificates. Certificates evidencing shares of its capital stock (both
      treasury and authorized but unissued) may be issued for such consideration
      (not
      less than par value, except for treasury shares which may be issued for such
      consideration) and to such persons as the Board of Directors may determine
      from
      time to time. Shares shall not be issued until the full amount of the
      consideration, fixed as provided by law, has been paid.




7.5  Payment
      For Shares. Consideration for the issuance of shares shall be paid, valued
      and
      allocated as follows:




(a)  Consideration .
      The
      consideration for the issuance of shares shall consist of any tangible or
      intangible benefit to the Corporation or other property of any kind or nature,
      including cash, promissory notes, services performed, contracts for services
      to
      be performed, or other securities of the Corporation.




16


(b)  Valuation .
      In the
      absence of fraud in the transaction, the determination of the Board of Directors
      as to the value of consideration received shall be conclusive.




(c)  Effect .
      When
      consideration, fixed as provided by law, has been paid, the shares shall be
      deemed to have been issued and shall be considered fully paid and
      nonassessable.




(d)  Allocation
      of Consideration .
      The
      consideration received for shares shall be allocated by the Board of Directors,
      in accordance with law, between the stated capital and capital surplus
      accounts.




(e)  Subscriptions .
      Unless
      otherwise provided in the subscription agreement, subscriptions of shares,
      whether made before or after organization of the Corporation, shall be paid
      in
      full in such installments and at such times as shall be determined by the Board
      of Directors. Any call made by the Board of Directors for payment on
      subscriptions shall be uniform as to all shares of the same class and series.
      In
      case of default in the payment of any installment or call when payment is due,
      the Corporation may proceed to collect the amount due in the same manner as
      any
      debt due to the Corporation.




7.6  Record
      Date. For the purpose of determining stockholders entitled to notice of or
      to
      vote at any meeting of stockholders, or any adjournment thereof, or entitled
      to
      receive a distribution by the Corporation (other than a distribution involving
      a
      purchase or redemption by the Corporation of any of its own shares) or a share
      dividend, or in order to make a determination of stockholders for any other
      proper purpose, the Board of Directors may fix a record date for any such
      determination of stockholders, 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 (60) days, and
      in
      the case of a meeting of stockholders, not less than ten (10) days prior to
      the
      date on which the particular action requiring such determination of stockholders
      is to be taken. If no record date is fixed for the determination of stockholders
      entitled to notice of or to vote at a meeting of stockholders, or stockholders
      entitled to receive a distribution (other than a distribution involving a
      purchase or redemption by the Corporation of any of its own shares) or a share
      dividend, the date before the date on which notice of the meeting is mailed
      or
      the date on which the resolution of the Board of Directors declaring such
      distribution or share dividend is adopted, as the case may be, shall be the
      record date for such determination of stockholders. When a determination of
      stockholders entitled to vote at any meeting of stockholders has been made
      as
      provided in this Section, such determination shall be applied to any adjournment
      thereof.




7.7  Registered
      Owners. Prior to due presentment for registration of transfer of a certificate
      evidencing shares of the capital stock of the Corporation in the manner set
      forth in Section 7.10 hereof, the Corporation shall be entitled to recognize
      the
      person registered as the owner of such shares on its books (or the books of
      its
      duly appointed transfer agent, as the case may be) as the person exclusively
      entitled to vote, to receive notices and dividends with respect to, and
      otherwise exercise all rights and powers relative to such shares; and the
      Corporation shall not be bound or otherwise obligated to recognize any claim,
      direct or indirect, legal or equitable, to such shares by any other person,
      whether or not it shall have actual, express or other notice thereof, except
      as
      otherwise provided by the laws of Delaware.




7.8  Lost,
      Stolen or Destroyed Certificates. The Corporation shall issue a new certificate
      in place of any certificate for shares previously issued if the registered
      owner
      of the certificate satisfies the following conditions:




(a)  Proof
      of Loss .
      Submits
      proof in affidavit form satisfactory to the Corporation that such certificate
      has been lost, destroyed or wrongfully taken;




(b)  Timely
      Request .
      Requests the issuance of a new certificate before the Corporation has notice
      that the certificate has been acquired by a purchaser for value in good faith
      and without notice of an adverse claim;




(c)  Bond .
      Gives a
      bond in such form, and with such surety or sureties, with fixed or open penalty,
      as the Corporation may direct, to indemnify the Corporation (and its transfer
      agent and registrar, if any) against any claim that may be made or otherwise
      asserted by virtue of the alleged loss, destruction, or theft of such
      certificate or certificates; and


17


(d)  Other
      Requirements .
      Satisfies any other reasonable requirements imposed by the
      Corporation.




In
      the
      event a certificate has been lost, apparently destroyed or wrongfully taken,
      and
      the registered owner of record fails to notify the Corporation within a
      reasonable time after he has notice of such loss, destruction, or wrongful
      taking, and the Corporation registers a transfer (in the manner herein below
      set
      forth) of the shares represented by the certificate before receiving such
      notification, such prior registered owner of record shall be precluded from
      making any claim against the Corporation for the transfer required hereunder
      or
      for a new certificate.




7.9  Registration
      of Transfers. Subject to the provisions hereof, the Corporation shall register
      the transfer of a certificate evidencing shares of its capital stock presented
      to it for transfer if:




(a)  Endorsement .
      Upon
      surrender of the certificate to the Corporation (or its transfer agent, as
      the
      case may be) for transfer, the certificate (or an appended stock power) is
      properly endorsed by the registered owner, or by his duly authorized legal
      representative or attorney-in-fact, with proper written evidence of the
      authority and appointment of such representative, if any, accompanying the
      certificate;




(b)  Guaranty
      and Effectiveness of Signature .
      The
      signature of such registered owner or his legal representative or
      attorney-in-fact, as the case may be, has been guaranteed by a national banking
      association or member of the New York Stock Exchange, and reasonable assurance
      in a form satisfactory to the Corporation is given that such endorsements are
      genuine and effective;




(c)  Adverse
      Claims .
      The
      Corporation has no notice of an adverse claim or has otherwise discharged any
      duty to inquire into such a claim;




(d)  Collection
      of Taxes .
      Any
      applicable law (local, state or federal) relating to the collection of taxes
      relative to the transaction has been complied with; and




(e)  Additional
      Requirements Satisfied .
      Such
      additional conditions and documentation as the Corporation (or its transfer
      agent, as the case may be) shall reasonably require, including without
      limitation thereto, the delivery with the surrender of such stock certificate
      or
      certificates of proper evidence of succession, assignment or other authority
      to
      obtain transfer thereof, as the circumstances may require, and such legal
      opinions with reference to the requested transfer as shall be required by the
      Corporation (or its transfer agent) pursuant to the provisions of these By-laws
      and applicable law, shall have been satisfied.




7.10  Restrictions
      on Transfer and Legend's on Certificates.




(a)  Shares
      in Classes or Series .
      If the
      Corporation is authorized to issue shares of more than one class, the
      certificate shall set forth, either on the face or back of the certificate,
      a
      full or summary statement of all of the designations, preferences, limitations,
      and relative rights of the shares of each such class and, if the Corporation
      is
      authorized to issue any preferred or special class in series, the variations
      in
      the relative rights and preferences of the shares of each such series so far
      as
      the same have been fixed and determined, and the authority of the Board of
      Directors to fix and determine the relative rights and preferences of subsequent
      series. In lieu of providing such a statement in full on the certificate, a
      statement on the face or back of the certificate may provide that the
      Corporation will furnish such information to any stockholder without charge
      upon
      written request to the Corporation at its principal place of business or
      registered office and that copies of the information are on file in the office
      of the Secretary of State.




(b)  Restriction
      on Transfer .
      Any
      restrictions imposed by the Corporation on the sale or other disposition of
      its
      shares and on the transfer thereof must be copied at length or in summary form
      on the face, or so copied on the back and referred to on the face, of each
      certificate representing shares to which the restriction applies. The
      certificate may however state on the face or back that such a restriction exists
      pursuant to a specified document and that the Corporation will furnish a copy
      of
      the document to the holder of the certificate without charge upon written
      request to the Corporation at its principal place of business.


18


(c)  Unregistered
      Securities .
      Any
      security of the Corporation, including, among others, any certificate evidencing
      shares of the capital stock of the Corporation or warrants to purchase shares
      of
      capital stock of the Corporation, which is issued to any person without
      registration under the Securities Act of 1933, as amended, or the Blue Sky
      laws
      of any state, shall not be transferable until the Corporation has been furnished
      with a legal opinion of counsel with reference thereto, satisfactory in form
      and
      content to the Corporation and its counsel, to the effect that such sale,
      transfer or pledge does not involve a violation of the Securities Act of 1933,
      as amended, or the Blue Sky laws of any state having jurisdiction. The
      certificate representing the security shall bear substantially the following
      legend:




THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW
      BUT
      HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY
      NOT
      BE OFFERED, SOLD OR TRANSFERRED UNTIL EITHER (i) A REGISTRATION STATEMENT UNDER
      SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
      EFFECTIVE WITH REGARD THERETO, OR (ii) THE CORPORATION SHALL HAVE RECEIVED
      AN
      OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION AND ITS COUNSEL THAT
      REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR
      TRANSFER.




**ARTICLE
      8**




**GENERAL
      PROVISIONS**




8.1  Dividends.
      Subject to the provisions of the General Corporation Law of Delaware, as
      amended, and the Certificate of Incorporation, dividends of the Corporation
      shall be declared and paid pursuant to the following regulations:




(a)  Declaration
      and Payment .
      Dividends on the issued and outstanding shares of capital stock of the
      Corporation may be declared by the Board of Directors at any regular or special
      meeting and may be paid in cash, in property, or in shares of capital stock.
      Such declaration and payment shall be at the discretion of the Board of
      Directors.




(b)  Record
      Date .
      The
      Board of Directors may fix in advance a record date for the purpose of
      determining stockholders entitled to receive payment of any dividend, such
      record date to be not more than sixty (60) days prior to the payment date of
      such dividend, or the Board of Directors may close the stock transfer books
      for
      such purpose for a period of not more than sixty (60) days prior to the payment
      date of such dividend. In the absence of action by the Board of Directors,
      the
      date upon which the Board of Directors adopt the resolution declaring such
      dividend shall be the record date.




8.2  Reserves.
      There may be created by resolution of the Board of Directors out of the surplus
      of the Corporation such reserve or reserves as the Board of Directors from
      time
      to time, in its discretion, think proper to provide for contingencies, or to
      repair or maintain any property of the Corporation, or for such other purposes
      as the Board of Directors shall think beneficial to the Corporation, and the
      Board of Directors may modify or abolish any such reserve in the manner in
      which
      it was created.




8.3  Books
      and
      Records. The Corporation shall maintain correct and complete books and records
      of account and shall prepare and maintain minutes of the proceedings of its
      stockholders, its Board of Directors and each committee of its Board of
      Directors. The Corporation shall keep at its registered office or principal
      place of business, or at the office of its transfer agent or registrar, a record
      of original issuance of shares issued by the Corporation and a record of each
      transfer of those shares that have been presented to the Corporation for
      registration or transfer. Such records shall contain the names and addresses
      of
      all past and present stockholders and the number and class of the shares issued
      by the Corporation held by each.


19


8.4  Annual
      Statement. The Board of Directors shall present at or before each annual meeting
      of stockholders a full and clear statement of the business and financial
      condition of the Corporation, including a reasonably detailed balance sheet
      and
      income statement under current date.




8.5  Contracts
      and Negotiable Instruments. Except as otherwise provided by law or these
      By-laws, any contract or other instrument relative to the business of the
      Corporation may be executed and delivered in the name of the Corporation and
      on
      its behalf by the Chairman of the Board, the Chief Executive Officer, the Chief
      Operating Officer or the President of the Corporation. The Board of Directors
      may authorize any other officer or agent of the Corporation to enter into any
      contract or execute and deliver any contract in the name and on behalf of the
      Corporation, and such authority may be general or confined to specific instances
      as the Board of Directors may determine by resolution. All bills, notes, checks
      or other instruments for the payment of money shall be signed or countersigned
      by such officer, officers, agent or agents and in such manner as are permitted
      by these By-laws and/or as, from time to time, may be prescribed by resolution
      of the Board of Directors. Unless authorized to do so by these By-laws or by
      the
      Board of Directors, no officer, agent or employee shall have any power or
      authority to bind the Corporation by any contract or engagement, or to pledge
      its credit, or to render it liable peculiarly for any purpose or to any
      amount.




8.6  Fiscal
      Year. The fiscal year of the Corporation shall be established by resolution
      of
      the Board of Directors.




8.7  Corporate
      Seal. The Corporation seal shall be in such form as may be determined by the
      Board of Directors. The seal may be used by causing it or a facsimile thereof
      to
      be impressed or affixed or in any manner reproduced.




8.8  Amendment
      of By-laws. These By-laws may be altered, amended, or repealed and new By-laws
      adopted at any meeting of the Board of Directors or stockholders at which a
      quorum is present, by the affirmative vote of a majority of the Directors or
      stockholders, as the case may be, present at such meeting, provided notice
      of
      the proposed alteration, amendment, or repeal be contained in the notice of
      such
      meeting.




8.9  Construction.
      Whenever the context so requires herein, the masculine shall include the
      feminine and neuter, and the singular shall include the plural, and conversely.
      If any portion or provision of these By-laws shall be held invalid or
      inoperative, then, so far as is reasonable and possible: (1) the remainder
      of
      these By-laws shall be considered valid and operative, and (2) effect shall
      be
      given to the intent manifested by the portion or provision held invalid or
      inoperative.




8.10  Telephone
      Meetings. Stockholders, Directors or members of any committee may hold any
      meeting of such stockholders, Directors or committee by means of conference
      telephone or similar communications equipment which permits all persons
      participating in the meeting to hear each other and actions taken at such
      meetings shall have the same force and effect as if taken at a meeting at which
      persons were present and voting in person. The Secretary of the Corporation
      shall prepare a memorandum of the action taken at any such telephonic
      meeting.




8.11  Captions.
      The captions used in these By-laws have been inserted for administrative
      convenience only and do not constitute matter to be construed in
      interpretation.


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