BYLAWS

        OF

        HELLO DIRECT INC.
        (a Delaware corporation)

                Amended and Restated as of January 28, 1998






        BYLAWS OF
        HELLO DIRECT, INC.
        (a Delaware corporation)


        TABLE OF CONTENTS


ARTICLE I - CORPORATE OFFICES  

1.1     REGISTERED OFFICE  
1.2     OTHER OFFICES  

ARTICLE II - MEETINGS OF STOCKHOLDERS  

2.1     PLACE OF MEETINGS  
2.2     ANNUAL MEETING  
2.3     SPECIAL MEETING  
2.4     NOTICE OF STOCKHOLDERS' MEETINGS  
2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS  
2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE  
2.7     QUORUM  
2.8     ADJOURNED MEETING; NOTICE  
2.9     VOTING    
2.10    [Intentionally omitted]
2.11    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING
2.12    PROXIES 
2.13    ORGANIZATION  
2.14    LIST OF STOCKHOLDERS ENTITLED TO VOTE  
2.15    WAIVER OF NOTICE  

ARTICLE III - DIRECTORS  

3.1     POWERS    
3.2     NUMBER OF DIRECTORS  
3.3     ELECTION AND TERM OF OFFICE OF DIRECTORS 
3.4     RESIGNATION AND VACANCIES  
3.5     REMOVAL OF DIRECTORS  
3.6     PLACE OF MEETINGS; MEETINGS BY TELEPHONE  
3.7     FIRST MEETINGS  
3.8     REGULAR MEETINGS  
3.9     SPECIAL MEETINGS; NOTICE 
3.10    QUORUM   
3.11    WAIVER OF NOTICE 
3.12    ADJOURNMENT 
3.13    NOTICE OF ADJOURNMENT 
3.14    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING 
3.15    FEES AND COMPENSATION OF DIRECTORS 
3.16    APPROVAL OF LOANS TO OFFICERS 
3.17    SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION 

ARTICLE IV - COMMITTEES 

4.1     COMMITTEES OF DIRECTORS 
4.2     MEETINGS AND ACTION OF COMMITTEES 
4.3     COMMITTEE MINUTES 

ARTICLE V - OFFICERS 

5.1     OFFICERS         
5.2     ELECTION OF OFFICERS 
5.3     SUBORDINATE OFFICERS 
5.4     REMOVAL AND RESIGNATION OF OFFICERS 
5.5     VACANCIES IN OFFICES 
5.6     CHAIRMAN OF THE BOARD 
5.7     PRESIDENT 
5.8     VICE PRESIDENTS 
5.9     SECRETARY 
5.10    CHIEF FINANCIAL OFFICER 
5.11    ASSISTANT SECRETARY 
5.12    ADMINISTRATIVE OFFICERS 
5.13    AUTHORITY AND DUTIES OF OFFICERS 

ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER 
AGENTS

6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS 
6.2     INDEMNIFICATION OF OTHERS 
6.3     INSURANCE

ARTICLE VII - RECORDS AND REPORTS 

7.1     MAINTENANCE AND INSPECTION OF RECORDS 
7.2     INSPECTION BY DIRECTORS 
7.3     ANNUAL STATEMENT TO STOCKHOLDERS
7.4     REPRESENTATION OF SHARES OF OTHER CORPORATIONS 
7.5     CERTIFICATION AND INSPECTION OF BYLAWS 

ARTICLE VIII - GENERAL MATTERS 

8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING 
8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS 
8.3     CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED 
8.4     STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES 
8.5     SPECIAL DESIGNATION ON CERTIFICATES 
8.6     LOST CERTIFICATES 
8.7     TRANSFER AGENTS AND REGISTRARS 
8.8     CONSTRUCTION; DEFINITIONS 

ARTICLE IX - AMENDMENTS 




        BYLAWS

        OF

        HELLO DIRECT INC.
        (a Delaware corporation)
        Amended and Restated as of January 28, 1998


        ARTICLE I

                                CORPORATE OFFICES

1.1     REGISTERED OFFICE

The registered office of the corporation shall be fixed in the 
certificate of incorporation of the corporation.

1.2     OTHER OFFICES

The board of directors may at any time establish branch or 
subordinate offices at any place or places where the corporation is 
qualified to do business.


                                ARTICLE II

                         MEETINGS OF STOCKHOLDERS

2.1     PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or 
outside the State of Delaware designated by the board of directors.  In 
the absence of any such designation, stockholders' meetings shall be 
held at the principal executive office of the corporation.

2.2     ANNUAL MEETING

The annual meeting of stockholders shall be held each year on a 
date and at a time designated by the board of directors.  In the absence 
of such designation, the annual meeting of stockholders shall be held on 
the first Tuesday in March in each year at 10:00 a.m.  However, if such 
day falls on a legal holiday, then the meeting shall be held at the same 
time and place on the next succeeding full business day.  At the 
meeting, directors shall be elected, and any other proper business may 
be transacted.

2.3     SPECIAL MEETING

A special meeting of the stockholders may be called at any time by 
the board of directors, or by the chairman of the board, or by the 
president, or by one or more stockholders holding shares in the 
aggregate entitled to cast not less than ten percent (10%) of the votes 
of all shares of stock owned by stockholders entitled to vote at that 
meeting.

If a special meeting is called by any person or persons other than 
the board of directors or the president or the chairman of the board, 
then the request shall be in writing, specifying the time of such 
meeting and the general nature of the business proposed to be 
transacted, and shall be delivered personally or sent by registered mail 
or by telegraphic or other facsimile transmission to the chairman of the 
board, the president, any vice president or the secretary of the 
corporation.  The officer receiving the request shall cause notice to be 
promptly given to the stockholders entitled to vote, in accordance with 
the provisions of Sections 2.4 and 2.6 of these bylaws, that a meeting 
will be held at the time requested by the person or persons calling the 
meeting, so long as that time is not less than thirty-five (35) nor more 
than sixty (60) days after the receipt of the request.  If the notice is 
not given within twenty (20) days after receipt of the request, then the 
person or persons requesting the meeting may give the notice.  Nothing 
contained in this paragraph of this Section 2.3 shall be construed as 
limiting, fixing or affecting the time when a meeting of stockholders 
called by action of the board of directors may be held.

2.4     NOTICE OF STOCKHOLDERS' MEETINGS

All notices of meetings of stockholders shall be sent or otherwise 
given in accordance with Section 2.6 of these bylaws not less than ten 
(10) nor more than sixty (60) days before the date of the meeting.  The 
notice shall specify the place, date and hour of the meeting and (i) in 
the case of a special meeting, the purpose or purposes for which the 
meeting is called (no business other than that specified in the notice 
may be transacted) or (ii) in the case of the annual meeting, those 
matters which the board of directors, at the time of giving the notice, 
intends to present for action by the stockholders (but any proper matter 
may be presented at the meeting for such action).  The notice of any 
meeting at which directors are to be elected shall include the name of 
any nominee or nominees who, at the time of the notice, the board 
intends to present for election.

2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER  BUSINESS

Subject to the rights of holders of any class or series of stock 
having a preference over the Common Stock as to dividends or upon 
liquidation,

(a)     nominations for the election of directors, and

(b)     business proposed to be brought before any stockholder 
meeting 

may be made by the board of directors or proxy committee appointed by 
the board of directors or by any stockholder entitled to vote in the 
election of directors generally if such nomination or business proposed 
is otherwise proper business before such meeting.  However, any such 
stockholder may nominate one or more persons for election as directors 
at a meeting or propose business to be brought before a meeting, or 
both, only if such stockholder has given timely notice in proper written 
form of their intent to make such nomination or nominations or to 
propose such business.  To be timely, such stockholder's notice must be 
delivered to or mailed and received by the secretary of the corporation 
not less than ninety (90) days prior to the meeting; provided, however, 
that in the event that less than one-hundred (100) days notice or prior 
public disclosure of the date of the meeting is given or made to 
stockholders, notice by the stockholder 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 the date of the meeting was mailed or such 
public disclosure was made.  To be in proper form, a stockholder's 
notice to the secretary shall set forth:

(i)     the name and address of the stockholder who intends to 
make the nominations or propose the business and, as the 
case may be, of the person or persons to be nominated or of 
the business to be proposed;

(ii)    a representation that the stockholder is a holder of 
record of stock of the corporation entitled to vote at such 
meeting and, if applicable, intends to appear in person or 
by proxy at the meeting to nominate the person or persons 
specified in the notice;

(iii)   if applicable, a description of all arrangements or 
understandings between the stockholder and each 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;

(iv)    such other information regarding each nominee or each 
matter of business to be proposed by such stockholder as 
would be required to be included in a proxy statement filed 
pursuant to the proxy rules of the Securities and Exchange 
Commission had the nominee been nominated, or intended to be 
nominated, or the matter been proposed, or intended to be 
proposed by the board of directors; and

(v)     if applicable, the consent of each nominee to serve as 
director of the corporation if so elected.

The chairman of the meeting shall refuse to acknowledge the 
nomination of any person or the proposal of any business not made in 
compliance with the foregoing procedure.

2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders shall be given 
either personally or by first-class mail or by telegraphic or other 
written communication.  Notices not personally delivered shall be sent 
charges prepaid and shall be addressed to the stockholder at the address 
of that stockholder appearing on the books of the corporation or given 
by the stockholder to the corporation for the purpose of notice.  Notice 
shall be deemed to have been given at the time when delivered personally 
or deposited in the mail or sent by telegram or other means of written 
communication.

An affidavit of the mailing or other means of giving any notice of 
any stockholders' meeting, executed by the secretary, assistant 
secretary or any transfer agent of the corporation giving the notice, 
shall be prima facie evidence of the giving of such notice.

        2.7     QUORUM

The holders of a majority in voting power of the stock issued and 
outstanding and entitled to vote thereat, present in person or 
represented by proxy, shall constitute a quorum at all meetings of the 
stockholders for the transaction of business except as otherwise pro-
vided by statute or by the certificate of incorporation.  If, however, 
such quorum is not present or represented at any meeting of the 
stockholders, then either (i) the chairman of the meeting or (ii) the 
stockholders entitled to vote thereat, present in person or represented 
by proxy, shall have power to adjourn the meeting in accordance with 
Section 2.7 of these bylaws.

When a quorum is present at any meeting, the vote of the holders 
of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such 
meeting, unless the question is one upon which, by express provision of 
the laws of the State of Delaware or of the certificate of incorporation 
or these bylaws, a different vote is required, in which case such 
express provision shall govern and control the decision of the question.

If a quorum be initially present, the stockholders may continue to 
transact business until adjournment, notwithstanding the withdrawal of 
enough stockholders to leave less than a quorum, if any action taken is 
approved by a majority of the stockholders initially constituting the 
quorum.

2.8     ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time and place, unless 
these bylaws otherwise require, notice need not be given of the 
adjourned meeting if the time and place thereof are announced at the 
meeting at which the adjournment is taken.  At the adjourned meeting the 
corporation may transact any business that might have been transacted at 
the original meeting.  If the adjournment is for more than thirty (30) 
days, or if after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall be given to 
each stockholder of record entitled to vote at the meeting.

2.9     VOTING

The stockholders entitled to vote at any meeting of stockholders 
shall be determined in accordance with the provisions of Section 2.11 of 
these bylaws, subject to the provisions of Sections 217 and 218 of the 
General Corporation Law of Delaware (relating to voting rights of 
fiduciaries, pledgors and joint owners, and to voting trusts and other 
voting agreements).

Except as may be otherwise provided in the certificate of 
incorporation or these bylaws, each stockholder shall be entitled to one 
vote for each share of capital stock held by such stockholder.

At a stockholders' meeting at which directors are to be elected, 
and to the extent permitted by the corporation's Certificate of 
Incorporation, each stockholder shall be entitled to cumulate votes 
(i.e., cast for any candidate a number of votes greater than the number 
of votes that such stockholder normally is entitled to cast) if the 
candidates' names have been properly placed in nomination (in accordance 
with these bylaws) prior to commencement of the voting, and the 
stockholder requesting cumulative voting has given notice prior to 
commencement of the voting of the stockholder's intention to cumulate 
votes.  If cumulative voting is properly requested, each holder of 
stock, or of any class or classes or of a series or series thereof, who 
elects to cumulate votes shall be entitled to as many votes as equals 
the number of votes that (absent this provision as to cumulative voting) 
he or she would be entitled to cast for the election of directors with 
respect to his or her shares of stock multiplied by the number of 
directors to be elected by him, and he or she may cast all of such votes 
for a single director or may distribute them among the number to 
be voted for, or for any two or more of them, as he or she may see fit.

2.10    [Intentionally omitted]

2.11    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

For purposes of determining the stockholders entitled to notice of 
any meeting or to vote thereat, the board of directors may fix, in 
advance, a record date, which shall not precede the date upon which the 
resolution fixing the record date is adopted by the board of directors 
and which shall not be more than sixty (60) days nor less than ten (10) 
days before the date of any such meeting, and in such event only 
stockholders of record on the date so fixed are entitled to notice and 
to vote, notwithstanding any transfer of any shares on the books of the 
corporation after the record date.

If the board of directors does not so fix a 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 business day next preceding the day on which notice is given, or, if 
notice is waived, at the close of business on the business day next 
preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or 
to vote at a meeting of stockholders shall apply to any adjournment of 
the meeting unless the board of directors fixes a new record date for 
the adjourned meeting, but the board of directors shall fix a new record 
date if the meeting is adjourned for more than thirty (30) days from the 
date set for the original meeting.

The record date for any other purpose shall be as provided in 
Section 8.1 of these bylaws.

2.12    PROXIES

Every person entitled to vote for directors, or on any other 
matter, shall have the right to do so either in person or by one or more 
agents authorized by a written proxy signed by the person and filed with 
the secretary of the corporation, but no such proxy shall be voted or 
acted upon after three (3) years from its date, unless the proxy 
provides for a longer period.  A proxy shall be deemed signed if the 
stockholder's name is placed on the proxy (whether by manual signature, 
typewriting, telegraphic transmission, telefacsimile or otherwise) by 
the stockholder or the stockholder's attorney-in-fact.  The revocability 
of a proxy that states on its face that it is irrevocable shall be 
governed by the provisions of Section 212(e) of the General Corporation 
Law of Delaware.

2.13    ORGANIZATION

The president, or in the absence of the president, the chairman of 
the board, shall call the meeting of the stockholders to order, and 
shall act as chairman of the meeting.  In the absence of the president, 
the chairman of the board, and all of the vice presidents, the 
stockholders shall appoint a chairman for such meeting.  The chairman of 
any meeting of stockholders shall determine the order of business and 
the procedures at the meeting, including such matters as the regulation 
of the manner of voting and the conduct of business.  The secretary of 
the corporation shall act as secretary of all meetings of the 
stockholders, but in the absence of the secretary at any meeting of the 
stockholders, the chairman of the meeting may appoint any person to act 
as secretary of the meeting.

2.14    LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation 
shall prepare and make, at least ten (10) days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at 
the meeting, arranged in alphabetical order, and showing the address of 
each stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to the examination of any 
stockholder, for any purpose germane to the meeting, during ordinary 
business hours, for a period of at least ten (10) days prior to the 
meeting, either at a place within the city where the meeting is to be 
held, which place shall be specified in the notice of the meeting, or, 
if not so specified, at the place where the meeting is to be held.  The 
list shall also be produced and kept at the time and place of the 
meeting during the whole time thereof, and may be inspected by any 
stockholder who is present.

2.15    WAIVER OF NOTICE

Whenever notice is required to be given under any provision of the 
General Corporation Law of Delaware or of the certificate of 
incorporation or these bylaws, a written waiver thereof, signed by the 
person entitled to notice, whether before or after the time stated 
therein, shall be deemed equivalent to notice.  Attendance of a person 
at a meeting shall constitute a waiver of notice of such meeting, except 
when the person attends a meeting for the express purpose of objecting, 
at the beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.  Neither the 
business to be transacted at, nor the purpose of, any regular or special 
meeting of the stockholders need be specified in any written waiver of 
notice unless so required by the certificate of incorporation or these 
bylaws.


                                   ARTICLE III

                                    DIRECTORS

3.1     POWERS

Subject to the provisions of the General Corporation Law of 
Delaware and to any limitations in the certificate of incorporation or 
these bylaws relating to action required to be approved by the 
stockholders or by the outstanding shares, the business and affairs of 
the corporation shall be managed and all corporate powers shall be 
exercised by or under the direction of the board of directors.

3.2     NUMBER OF DIRECTORS

The number of directors of the corporation shall be determined by 
resolution of the board of directors or by the stockholders.

3.3     ELECTION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 of these bylaws, directors shall 
be elected at each annual meeting of stockholders to hold office until 
the next annual meeting. Each director, including a director elected or 
appointed to fill a vacancy, shall hold office until the expiration of 
the term for which elected and until a successor has been elected and 
qualified.

3.4     RESIGNATION AND VACANCIES

Any director may resign effective on giving written notice to the 
chairman of the board, the president, the secretary or the board of 
directors, unless the notice specifies a later time for that resignation 
to become effective.  If the resignation of a director is effective at a 
future time, the board of directors may elect a successor to take office 
when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of 
the remaining directors, even if less than a quorum, or by a sole 
remaining director; however, a vacancy created by the removal of a 
director by the vote of the stockholders or by court order may be filled 
only by the affirmative vote of a majority of the shares represented and 
voting at a duly held meeting at which a quorum is present (which shares 
voting affirmatively also constitute a majority of the required quorum). 
 Each director so elected shall hold office until the next annual 
meeting of the stockholders and until a successor has been elected and 
qualified.

Unless otherwise provided in the certificate of incorporation or 
these bylaws:

        (i)     Vacancies and newly created directorships resulting 
from any increase in the authorized number of directors elected by all 
of the stockholders having the right to vote as a single class may be 
filled by a majority of the directors then in office, although less than 
a quorum, or by a sole remaining director.

        (ii)    Whenever the holders of any class or classes of stock 
or series thereof are entitled to elect one or more directors by the 
provisions of the certificate of incorporation, 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.

If at any time, by reason of death or resignation or other cause, 
the corporation should have no directors in office, then any officer or 
any stockholder or an executor, administrator, trustee or guardian of a 
stockholder, or other fiduciary entrusted with like responsibility for 
the person or estate of a stockholder, may call a special meeting of 
stockholders in accordance with the provisions of the certificate of 
incorporation or these bylaws, or may apply to the Court of Chancery for 
a decree summarily ordering an election as provided in Section 211 of 
the General Corporation Law of Delaware.

If, at the time of filling any vacancy or any newly created 
directorship, the directors then in office constitute less than a 
majority of the whole board (as constituted immediately prior to any 
such increase), then the Court of Chancery may, upon application of any 
stockholder or stockholders holding at least ten (10) percent of the 
total number of the shares at the time outstanding having the right to 
vote for such directors, summarily order an election to be held to fill 
any such vacancies or newly created directorships, or to replace the 
directors chosen by the directors then in office as aforesaid, which 
election shall be governed by the provisions of Section 211 of the 
General Corporation Law of Delaware as far as applicable.

3.5     REMOVAL OF DIRECTORS

Unless otherwise restricted by statute, by the certificate of 
incorporation or by these bylaws, any director or the entire board of 
directors may be removed, with or without cause, by the holders of a 
majority of the shares then entitled to vote at an election of 
directors; provided, however, that, if and so long as stockholders of 
the corporation are entitled to cumulative voting, if less than the 
entire board is to be removed, no director may be removed without cause 
if the votes cast against his removal would be sufficient to elect him 
if then cumulatively voted at an election of the entire board of 
directors.

3.6     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the board of directors may be held at 
any place within or outside the State of Delaware that has been 
designated from time to time by resolution of the board.  In the absence 
of such a designation, regular meetings shall be held at the principal 
executive office of the corporation.  Special meetings of the board may 
be held at any place within or outside the State of Delaware that has 
been designated in the notice of the meeting or, if not stated in the 
notice or if there is no notice, at the principal executive office of 
the corporation.

Any meeting of the board, regular or special, may be held by 
conference telephone or similar communication equipment, so long as all 
directors participating in the meeting can hear one another; and all 
such participating directors shall be deemed to be present in person at 
the meeting.

3.7     FIRST MEETINGS

The first meeting of each newly elected board of directors shall 
be held at such time and place as shall be fixed by the vote of the 
stockholders at the annual meeting.  In the event of the failure of the 
stockholders to fix the time or place of such first meeting of the newly 
elected board of directors, or in the event such meeting is not held at 
the time and place so fixed by the stockholders, the meeting may be held 
at such time and place as shall be specified in a notice given as 
hereinafter provided for special meetings of the board of directors, or 
as shall be specified in a written waiver signed by all of the 
directors.

3.8     REGULAR MEETINGS

Regular meetings of the board of directors may be held without 
notice at such time as shall from time to time be determined by the 
board of directors.  If any regular meeting day shall fall on a legal 
holiday, then the meeting shall be held at the same time and place on 
the next succeeding full business day.

3.9     SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or 
purposes may be called at any time by the chairman of the board, the 
president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall be 
delivered personally or by telephone to each director or sent by first-
class mail, telecopy or telegram, charges prepaid, addressed to each 
director at that director's address as it is shown on the records of the 
corporation.  If the notice is mailed, it shall be deposited in the 
United States mail at least four (4) days before the time of the holding 
of the meeting.  If the notice is delivered personally or by telephone, 
telecopy or telegram, it shall be delivered personally or by telephone 
or to the telegraph company at least forty-eight (48) hours before the 
time of the holding of the meeting.  Any oral notice given personally or 
by telephone may be communicated either to the director or to a person 
at the office of the director who the person giving the notice has 
reason to believe will promptly communicate it to the director.  The 
notice need not specify the purpose or the place of the meeting, if the 
meeting is to be held at the principal executive office of the 
corporation.

3.10    QUORUM

A majority of the authorized number of directors shall constitute 
a quorum for the transaction of business, except to adjourn as provided 
in Section 3.12 of these bylaws.  Every act or decision done or made by 
a majority of the directors present at a duly held meeting at which a 
quorum is present shall be regarded as the act of the board of 
directors, subject to the provisions of the certificate of incorporation 
and applicable law.

A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any 
action taken is approved by at least a majority of the quorum for that 
meeting.

3.11    WAIVER OF NOTICE

Notice of a meeting need not be given to any director (i) who 
signs a waiver of notice, whether before or after the meeting, or 
(ii) who attends the meeting other than for the express purposed of 
objecting at the beginning of the meeting to the transaction of any 
business because the meeting is not lawfully called or convened.  All 
such waivers shall be filed with the corporate records or made part of 
the minutes of the meeting.  A waiver of notice need not specify the 
purpose of any regular or special meeting of the board of directors.

3.12    ADJOURNMENT

A majority of the directors present, whether or not constituting a 
quorum, may adjourn any meeting of the board to another time and place.

3.13    NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting of 
the board need not be given unless the meeting is adjourned for more 
than twenty-four (24) hours.  If the meeting is adjourned for more than 
twenty-four (24) hours, then notice of the time and place of the 
adjourned meeting shall be given before the adjourned meeting takes 
place, in the manner specified in Section 3.9 of these bylaws, to the 
directors who were not present at the time of the adjournment.

3.14    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of 
directors may be taken without a meeting, provided that all members of 
the board individually or collectively consent in writing to that 
action.  Such action by written consent shall have the same force and 
effect as a unanimous vote of the board of directors. Such written 
consent and any counterparts thereof shall be filed with the minutes of 
the proceedings of the board of directors.

3.15    FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, 
if any, for their services and such reimbursement of expenses as may be 
fixed or determined by resolution of the board of directors.  This 
Section 3.15 shall not be construed to preclude any director from 
serving the corporation in any other capacity as an officer, agent, 
employee or otherwise and receiving compensation for those services.

3.16    APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, 
or otherwise assist any officer or other employee of the corporation or 
any of its subsidiaries, including any officer or employee who is a 
director of the corporation or any of its subsidiaries, whenever, in the 
judgment of the directors, such loan, guaranty or assistance may 
reasonably be expected to benefit the corporation.  The loan, guaranty 
or other assistance may be with or without interest and may be 
unsecured, or secured in such manner as the board of directors shall 
approve, including, without limitation, a pledge of shares of stock of 
the corporation.  Nothing contained in this section shall be deemed to 
deny, limit or restrict the powers of guaranty or warranty of the 
corporation at common law or under any statute.

3.17    SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

In the event only one director is required by these bylaws or the 
certificate of incorporation, then any reference herein to notices, 
waivers, consents, meetings or other actions by a majority or quorum of 
the directors shall be deemed to refer to such notice, waiver, etc., by 
such sole director, who shall have all the rights and duties and shall 
be entitled to exercise all of the powers and shall assume all the 
responsibilities otherwise herein described as given to the board of 
directors.


                               ARTICLE IV

                              COMMITTEES

4.1     COMMITTEES OF DIRECTORS

The board of directors may, by resolution adopted by a majority of 
the authorized number of directors, designate one (1) or more 
committees, each consisting of two or more directors, to serve at the 
pleasure of the board.  The board may designate one (1) or more 
directors as alternate members of any committee, who may replace any 
absent or disqualified member at any meeting of the committee.  The 
appointment of members or alternate members of a committee requires the 
vote of a majority of the authorized number of directors.  Any 
committee, to the extent provided in the resolution of the board, shall 
have and may exercise all the powers and authority of the board, but no 
such committee shall have the power or authority to (i) amend the 
certificate of incorporation (except that a committee may, to the extent 
authorized in the resolution or resolutions providing for the issuance 
of shares of stock adopted by the board of directors as provided in 
Section 151(a) of the General Corporation Law of Delaware, fix the 
designations and any of the preferences or rights of such shares 
relating to dividends, redemption, dissolution, any distribution of 
assets of the corporation or the conversion into, or the exchange of 
such shares for, shares of any other class or classes or any other 
series of the same or any other class or classes of stock of the 
corporation), (ii) adopt an agreement of merger or consolidation under 
Sections 251 or 252 of the General Corporation Law of Delaware, 
(iii) recommend to the stockholders the sale, lease or exchange of all 
or substantially all of the corporation's property and assets, 
(iv) recommend to the stockholders a dissolution of the corporation or a 
revocation of a dissolution or (v) amend the bylaws of the corporation; 
and, unless the board resolution establishing the committee, the bylaws 
or the certificate of incorporation expressly so provide, no such 
committee shall have the power or authority to declare a dividend, to 
authorize the issuance of stock, or to adopt a certificate of ownership 
and merger pursuant to Section 253 of the General Corporation Law of 
Delaware.

4.2     MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held 
and taken in accordance with, the following provisions of Article III of 
these bylaws: Section 3.6 (place of meetings; meetings by telephone), 
Section 3.8 (regular meetings), Section 3.9 (special meetings; notice), 
Section 3.10 (quorum), Section 3.11 (waiver of notice), Section 3.12 
(adjournment), Section 3.13 (notice of adjournment) and Section 3.14 
(board action by written consent without meeting), with such changes in 
the context of those bylaws as are necessary to substitute the committee 
and its members for the board of directors and its members; provided, 
however, that the time of regular meetings of committees may be 
determined either by resolution of the board of directors or by 
resolution of the committee, that special meetings of committees may 
also be called by resolution of the board of directors, and that notice 
of special meetings of committees shall also be given to all alternate 
members, who shall have the right to attend all meetings of the com-
mittee.  The board of directors may adopt rules for the government of 
any committee not inconsistent with the provisions of these bylaws.

4.3     COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and 
report the same to the board of directors when required.


                                 ARTICLE V

                                OFFICERS

5.1     OFFICERS

The Corporate Officers of the corporation shall be a president, a 
secretary and a chief financial officer.  The corporation may also have, 
at the discretion of the board of directors, a chairman of the board, 
one or more vice presidents (however denominated), one or more assistant 
secretaries, a treasurer and one or more assistant treasurers, and such 
other officers as may be appointed in accordance with the provisions of 
Section 5.3 of these bylaws.  Any number of offices may be held by the 
same person.

In addition to the Corporate Officers of the Company described 
above, there may also be such Administrative Officers of the corporation 
as may be designated and appointed from time to time by the president of 
the corporation in accordance with the provisions of Section 5.12 of 
these bylaws.

5.2     ELECTION OF OFFICERS

The Corporate Officers of the corporation, except such officers 
as may be appointed in accordance with the provisions of Section 5.3 or 
Section 5.5 of these bylaws, shall be chosen by the board of directors, 
subject to the rights, if any, of an officer under any contract of 
employment, and shall hold their respective offices for such terms as 
the board of directors may from time to time determine.

5.3     SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the president 
to appoint, such other Corporate Officers as the business of the corpo-
ration may require, each of whom shall hold office for such period, have 
such power and authority, and perform such duties as are provided in 
these bylaws or as the board of directors may from time to time 
determine.

The president may from time to time designate and appoint 
Administrative Officers of the corporation in accordance with the 
provisions of Section 5.12 of these bylaws.

5.4     REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of a Corporate Officer under any 
contract of employment, any Corporate Officer may be removed, either 
with or without cause, by the board of directors at any regular or 
special meeting of the board or, except in case of a Corporate Officer 
chosen by the board of directors, by any Corporate Officer upon whom 
such power of removal may be conferred by the board of directors.

Any Corporate Officer may resign at any time by giving written 
notice to the corporation.  Any resignation shall take effect at the 
date of the receipt of that notice or at any later time specified in 
that notice; and, unless otherwise specified in that notice, the accept-
ance of the resignation shall not be necessary to make it effective.  
Any resignation is without prejudice to the rights, if any, of the 
corporation under any contract to which the Corporate Officer is a 
party.

Any Administrative Officer designated and appointed by the 
president may be removed, either with or without cause, at any time by 
the president.  Any Administrative Officer may resign at any time by 
giving written notice to the president or to the secretary of the 
corporation.

5.5     VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal, 
disqualification or any other cause shall be filled in the manner 
prescribed in these bylaws for regular appointments to that office.

5.6     CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall, 
if present, preside at meetings of the board of directors and exercise 
such other powers and perform such other duties as may from time to time 
be assigned to him by the board of directors or as may be prescribed by 
these bylaws.  If there is no president, then the chairman of the board 
shall also be the chief executive officer of the corporation and shall 
have the powers and duties prescribed in Section 5.7 of these bylaws.

5.7     PRESIDENT

Subject to such supervisory powers, if any, as may be given by the 
board of directors to the chairman of the board, if there be such an 
officer, the president shall be the chief executive officer of the 
corporation and shall, subject to the control of the board of directors, 
have general supervision, direction and control of the business and the 
officers of the corporation.  He or she shall preside at all meetings of 
the stockholders and, in the absence or nonexistence of a chairman of 
the board, at all meetings of the board of directors.  He or she shall 
have the general powers and duties of management usually vested in the 
office of president of a corporation, and shall have such other powers 
and perform such other duties as may be prescribed by the board of 
directors or these bylaws.

5.8     VICE PRESIDENTS

In the absence or disability of the president, and if there is no 
chairman of the board, the vice presidents, if any, in order of their 
rank as fixed by the board of directors or, if not ranked, a vice 
president designated by the board of directors, shall perform all the 
duties of the president and when so acting shall have all the powers of, 
and be subject to all the restrictions upon, the president.  The vice 
presidents shall have such other powers and perform such other duties as 
from time to time may be prescribed for them respectively by the board 
of directors, these bylaws, the president or the chairman of the board.

5.9     SECRETARY

The secretary shall keep or cause to be kept, at the principal 
executive office of the corporation or such other place as the board of 
directors may direct, a book of minutes of all meetings and actions of 
the board of directors, committees of directors and stockholders.  The 
minutes shall show the time and place of each meeting, whether regular 
or special (and, if special, how authorized and the notice given), the 
names of those present at directors' meetings or committee meetings, the 
number of shares present or represented at stockholders' meetings and 
the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal 
executive office of the corporation or at the office of the 
corporation's transfer agent or registrar, as determined by resolution 
of the board of directors, a share register or a duplicate share 
register, showing the names of all stockholders and their addresses, the 
number and classes of shares held by each, the number and date of 
certificates evidencing such shares and the number and date of 
cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all 
meetings of the stockholders and of the board of directors required to 
be given by law or by these bylaws.  He or she shall keep the seal of 
the corporation, if one be adopted, in safe custody and shall have such 
other powers and perform such other duties as may be prescribed by the 
board of directors or by these bylaws.

5.10    CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to 
be kept and maintained, adequate and correct books and records of 
accounts of the properties and business transactions of the corporation, 
including accounts of its assets, liabilities, receipts, disbursements, 
gains, losses, capital, retained earnings and shares.  The books of 
account shall at all reasonable times be open to inspection by any 
director for a purpose reasonably related to his position as a director.

The chief financial officer shall deposit all money and other 
valuables in the name and to the credit of the corporation with such 
depositaries as may be designated by the board of directors. He or she 
shall disburse the funds of the corporation as may be ordered by the 
board of directors, shall render to the president and directors, 
whenever they request it, an account of all of his or her transactions 
as chief financial officer and of the financial condition of the 
corporation, and shall have such other powers and perform such other 
duties as may be prescribed by the board of directors or these bylaws.

5.11    ASSISTANT SECRETARY

The assistant secretary, if any, or, if there is more than one, 
the assistant secretaries in the order determined by the board of 
directors (or if there be no such determination, then in the order of 
their election) shall, in the absence of the secretary or in the event 
of his or her inability or refusal to act, 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.

5.12    ADMINISTRATIVE OFFICERS

In addition to the Corporate Officers of the corporation as 
provided in Section 5.1 of these bylaws and such subordinate Corporate 
Officers as may be appointed in accordance with Section 5.3 of these 
bylaws, there may also be such Administrative Officers of the 
corporation as may be designated and appointed from time to time by the 
president of the corporation.  Administrative Officers shall perform 
such duties and have such powers as from time to time may be determined 
by the president or the board of directors in order to assist the 
Corporate Officers in the furtherance of their duties.  In the 
performance of such duties and the exercise of such powers, however, 
such Administrative Officers shall have limited authority to act on 
behalf of the corporation as the board of directors shall establish, 
including but not limited to limitations on the dollar amount and on the 
scope of agreements or commitments that may be made by such Admini-
strative Officers on behalf of the corporation, which limitations may 
not be exceeded by such individuals or altered by the president without 
further approval by the board of directors.

5.13    AUTHORITY AND DUTIES OF OFFICERS

In addition to the foregoing powers, authority and duties, all 
officers of the corporation shall respectively have such authority and 
powers and perform such duties in the management of the business of the 
corporation as may be designated from time to time by the board of 
directors.


                              ARTICLE VI

        INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                           AND OTHER AGENTS

6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner 
permitted by the General Corporation Law of Delaware as the same now 
exists or may hereafter be amended, indemnify any person against 
expenses (including attorneys' fees), judgments, fines, and amounts paid 
in settlement actually and reasonably incurred in connection with any 
threatened, pending or completed action, suit, or proceeding in which 
such person was or is a party or is threatened to be made a party by 
reason of the fact that such person is or was a director or officer of 
the corporation.  For purposes of this Section 6.1, a "director" or 
"officer" of the corporation shall mean any person (i) who is or was a 
director or officer of the corporation, (ii) who is or was serving at 
the request of the corporation as a director or officer of another 
corporation, partnership, joint venture, trust or other enterprise, or 
(iii) who was a director or officer of a corporation which was a 
predecessor corporation of the corporation or of another enterprise at 
the request of such predecessor corporation.

The corporation shall be required to indemnify a director or 
officer in connection with an action, suit, or proceeding (or part 
thereof) initiated by such director or officer only if the initiation of 
such action, suit, or proceeding (or part thereof) by the director or 
officer was authorized by the Board of Directors of the corporation.

The corporation shall pay the expenses (including attorney's fees) 
incurred by a director or officer of the corporation entitled to 
indemnification hereunder in defending any action, suit or proceeding 
referred to in this Section 6.1 in advance of its final disposition; 
provided, however, that payment of expenses incurred by a director or 
officer of the corporation in advance of the final disposition of such 
action, suit or proceeding shall be made only upon receipt of an 
undertaking by the director or officer to repay all amounts advanced if 
it should ultimately be determined that the director of officer is not 
entitled to be indemnified under this Section 6.1 or otherwise.

The rights conferred on any person by this Article shall not be 
exclusive of any other rights which such person may have or hereafter 
acquire under any statute, provision of the corporation's Certificate of 
Incorporation, these bylaws, agreement, vote of the stockholders or 
disinterested directors or otherwise.

Any repeal or modification of the foregoing provisions of this 
Article shall not adversely affect any right or protection hereunder of 
any person in respect of any act or omission occurring prior to the time 
of such repeal or modification.

6.2     INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the maximum extent and in 
the manner permitted by the General Corporation Law of Delaware as the 
same now exists or may hereafter be amended, to indemnify any person 
(other than directors and officers) against expenses (including 
attorneys' fees), judgments, fines, and amounts paid in settlement 
actually and reasonably incurred in connection with any threatened, 
pending or completed action, suit, or proceeding, in which such person 
was or is a party or is threatened to be made a party by reason of the 
fact that such person is or was an employee or agent of the corporation. 
 For purposes of this Section 6.2, an "employee" or "agent" of the 
corporation (other than a director or officer) shall mean any person 
(i) who is or was an employee or agent of the corporation, (ii) who is 
or was serving at the request of the corporation as an employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise, or (iii) who was an employee or agent of a corporation which 
was a predecessor corporation of the corporation or of another 
enterprise at the request of such predecessor corporation.

6.3     INSURANCE

The corporation may purchase and maintain insurance on behalf of 
any person who is or was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise against any 
liability asserted against him or her and incurred by him or her in any 
such capacity, or arising out of his or her status as such, whether or 
not the corporation would have the power to indemnify him or her against 
such liability under the provisions of the General Corporation Law of 
Delaware.


                             ARTICLE VII

                        RECORDS AND REPORTS

7.1     MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or 
at such place or places as designated by the board of directors, keep a 
record of its stockholders listing their names and addresses and the 
number and class of shares held by each stockholder, a copy of these 
bylaws as amended to date, accounting books and other records of its 
business and properties.

Any stockholder of record, in person or by attorney or other 
agent, shall, upon written demand under oath stating the purpose 
thereof, have the right during the usual hours for business to inspect 
for any proper purpose the corporation's stock ledger, a list of its 
stockholders, and its other books and records and to make copies or 
extracts therefrom.  A proper purpose shall mean a purpose reasonably 
related to such person's interest as a stockholder.  In every instance 
where an attorney or other agent is the person who seeks the right to 
inspection, the demand under oath shall be accompanied by a power of 
attorney or such other writing that authorizes the attorney or other 
agent to so act on behalf of the stockholder. The demand under oath 
shall be directed to the corporation at its registered office in 
Delaware or at its principal place of business.

7.2     INSPECTION BY DIRECTORS

Any director shall have the right to examine (and to make copies 
of) the corporation's stock ledger, a list of its stockholders and its 
other books and records for a purpose reasonably related to his or her 
position as a director.

7.3     ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and 
at any special meeting of the stockholders when called for by vote of 
the stockholders, a full and clear statement of the business and 
condition of the corporation.

7.4     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, if any, the president, any vice 
president, the chief financial officer, the secretary or any assistant 
secretary of this corporation, or any other person authorized by the 
board of directors or the president or a vice president, is authorized 
to vote, represent and exercise on behalf of this corporation all rights 
incident to any and all shares of the stock of any other corporation or 
corporations standing in the name of this corporation.  The authority 
herein granted may be exercised either by such person directly or by any 
other person authorized to do so by proxy or power of attorney duly 
executed by such person having the authority.

7.5     CERTIFICATION AND INSPECTION OF BYLAWS

The original or a copy of these bylaws, as amended or otherwise 
altered to date, certified by the secretary, shall be kept at the 
corporation's principal executive office and shall be open to inspection 
by the stockholders of the corporation, at all reasonable times during 
office hours.


                                 ARTICLE VIII

                               GENERAL MATTERS

8.1     RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receive 
payment of any dividend or other distribution or allotment of any rights 
or the stockholders entitled to exercise any rights in respect of any 
change, conversion or exchange of stock, or for the purpose of any other 
lawful action, the board of directors may fix, in advance, a record 
date, which shall not precede the date upon which the resolution fixing 
the record date is adopted and which shall not be more than sixty (60) 
days before any such action.  In that case, only stockholders of record 
at the close of business on the date so fixed are entitled to receive 
the dividend, distribution or allotment of rights, or to exercise such 
rights, as the case may be, notwithstanding any transfer of any shares 
on the books of the corporation after the record date so fixed, except 
as otherwise provided by law.

If the board of directors does not so fix a record date, then the 
record date for determining stockholders for any such purpose shall be 
at the close of business on the day on which the board of directors 
adopts the applicable resolution.

8.2     CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by 
resolution which person or persons may sign or endorse all checks, 
drafts, other orders for payment of money, notes or other evidences of 
indebtedness that are issued in the name of or payable to the 
corporation, and only the persons so authorized shall sign or endorse 
those instruments.

8.3     CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED

The board of directors, except as otherwise provided in these 
bylaws, may authorize and empower any officer or officers, or agent or 
agents, to enter into any contract or execute any instrument in the name 
of and on behalf of the corporation; such power and authority may be 
general or confined to specific instances.  Unless so authorized or 
ratified by the board of directors or within the agency power of an 
officer, 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 for any purpose or for any amount.

8.4     STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

The shares of the corporation shall be represented by certifi-
cates, provided that the board of directors of the corporation may 
provide by resolution or resolutions that some or all of any or all 
classes or series of its stock shall be uncertificated shares.  Any such 
resolution shall not apply to shares represented by a certificate until 
such certificate is surrendered to the corporation.  Notwithstanding the 
adoption of such a resolution by the board of directors, every holder of 
stock represented by certificates and, upon request, every holder of 
uncertificated shares, shall be entitled to have a certificate signed 
by, or in the name of the corporation by, the chairman or vice-chairman 
of the board of directors, or the president or vice-president, and by 
the treasurer or an assistant treasurer, or the secretary or an 
assistant secretary of such corporation representing the number of 
shares registered in certificate form.  Any or all of the signatures on 
the certificate may be a facsimile.  In case any officer, transfer agent 
or registrar who has signed or whose facsimile signature has been placed 
upon a certificate has ceased to be such officer, transfer agent or 
registrar before such certificate is issued, it may be issued by the 
corporation with the same effect as if he or she were such officer, 
transfer agent or registrar at the date of issue.

Certificates for shares shall be of such form and device as the 
board of directors may designate and shall state the name of the record 
holder of the shares represented thereby; its number; date of issuance; 
the number of shares for which it is issued; a summary statement or 
reference to the powers, designations, preferences or other special 
rights of such stock and the qualifications, limitations or restrictions 
of such preferences and/or rights, if any; a statement or summary of 
liens, if any; a conspicuous notice of restrictions upon transfer or 
registration of transfer, if any; a statement as to any applicable 
voting trust agreement; if the shares be assessable, or, if assessments 
are collectible by personal action, a plain statement of such facts.

Upon surrender to the secretary or transfer agent of the 
corporation of a certificate for shares duly endorsed or accompanied by 
proper evidence of succession, assignment or authority to transfer, it 
shall be the duty of the corporation to issue a new certificate to the 
person entitled thereto, cancel the old certificate and record the 
transaction upon its books.

The corporation may issue the whole or any part of its shares as 
partly paid and subject to call for the remainder of the consideration 
to be paid therefor.  Upon the face or back of each stock certificate 
issued to represent any such partly paid shares, or upon the books and 
records of the corporation in the case of uncertificated partly paid 
shares, the total amount of the consideration to be paid therefor and 
the amount paid thereon shall be stated.  Upon the declaration of any 
dividend on fully paid shares, the corporation shall declare a dividend 
upon partly paid shares of the same class, but only upon the basis of 
the percentage of the consideration actually paid thereon.

8.5     SPECIAL DESIGNATION ON CERTIFICATES

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

8.6     LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for 
shares shall be issued to replace a previously issued certificate unless 
the latter is surrendered to the corporation and canceled at the same 
time.  The board of directors may, in case any share certificate or 
certificate for any other security is lost, stolen or destroyed, 
authorize the issuance of replacement certificates on such terms and 
conditions as the board may require; the board may require 
indemnification of the corporation secured by a bond or other adequate 
security sufficient to protect the corporation against any claim that 
may be made against it, including any expense or liability, on account 
of the alleged loss, theft or destruction of the certificate or the 
issuance of the replacement certificate.

8.7     TRANSFER AGENTS AND REGISTRARS

The board of directors may appoint one or more transfer agents or 
transfer clerks, and one or more registrars, each of which shall be an 
incorporated bank or trust company -- either domestic or foreign, who 
shall be appointed at such times and places as the requirements of the 
corporation may necessitate and the board of directors may designate.

8.8     CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, 
rules of construction and definitions in the General Corporation Law of 
Delaware shall govern the construction of these bylaws.  Without 
limiting the generality of this provision, as used in these bylaws, the 
singular number includes the plural, the plural number includes the 
singular, and the term "person" includes both an entity and a natural 
person.


                              ARTICLE IX

                             AMENDMENTS

The original or other bylaws of the corporation may be adopted, 
amended or repealed by the stockholders entitled to vote or by the board 
of directors of the corporation.  The fact that such power has been so 
conferred upon the directors shall not divest the stockholders of the 
power, nor limit their power to adopt, amend or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied 
in the book of bylaws with the original bylaws, in the appropriate 
place.  If any bylaw is repealed, the fact of repeal with the date of 
the meeting at which the repeal was enacted or the filing of the 
operative written consent(s) shall be stated in said book.