CERTIFICATE OF INCORPORATION

                                          OF

                                  MW COMPANIES INC.


                    The undersigned, a natural person, for the purpose of
          organizing a corporation for conducting the business and
          promoting the purposes hereinafter stated, under the provisions
          and subject to the requirements of the laws of the State of
          Delaware (particularly Chapter 1, Title 8 of the Delaware Code
          and the acts amendatory thereof and supplemental thereto, and
          known, identified and referred to as the "General Corporation Law
          of the State of Delaware") hereby certifies that:

                    1.   The name of this corporation (hereinafter called
          the "corporation") is MW Companies Inc.

                    2.   The address of its registered office in the State
          of Delaware is 100 West Tenth Street in the City of Wilmington,
          County of New Castle.  The name of its registered agent at such
          address is The Corporation Trust Company.

                    3.   The nature of the business or purposes to be
          conducted or promoted is to engage in any lawful act or activity
          for which corporations may be organized under the General
          Corporation Law of Delaware.

                    4.   The total number of shares of stock which the
          corporation shall have the authority to issue is Fifty-Five
          Million (55,000,000), of which Fifty Million (50,000,000) shares
          shall be Common Stock of the par value of One Cent ($.01) per
          share, and Five Million (5,000,000) shares shall be Preferred
          Stock, issuable in series, of the par value of One Cent ($.01)
          per share, amounting in the aggregate to Five Hundred Fifty
          Thousand Dollars ($550,000).

                                     COMMON STOCK
                                     ------------

                         A.   Each share of the Common Stock shall be equal
                    in all respects to every other share of the Common
                    Stock.  Every holder of the Common Stock shall have one
                    vote for each share of such stock held by him for the
                    election of directors and upon all other matters.

                         B.   In the event of liquidation, dissolution, or
                    winding up of the corporation, the par value of all
                    Preferred Stock, together with all dividends declared
                    thereon and remaining unpaid to the date fixed for
                    distribution of Preferred Stock, shall be paid in full
                    before any class of Common Stock or any part thereof or
                    any dividend thereon is paid.


                                   PREFERRED STOCK
                                   ---------------

                         A.   The shares of the Preferred Stock may be
                    issued in one or more series as may be fixed from time
                    to time by the Board of Directors, each of such series
                    to be distinctively designated.  The Board of Directors
                    is authorized to fix from time to time before issuance
                    the designations and the powers, preferences and
                    relative rights, and the qualifications, limitations or
                    restrictions of the shares of each series of the
                    Preferred Stock, respectively, except for such
                    provisions as are applicable to all shares of the
                    Preferred Stock irrespective of series.

                         B.   All shares of any particular series of Pre-
                    ferred Stock shall be alike in every particular, and
                    all shares of all series shall rank equally.  The
                    shares of Preferred Stock of different series may vary
                    as to:

                              (1)  The designation of series:

                              (2)  The annual dividend rate;

                              (3)  The dividend payment dates and the date
                         from which dividends shall be cumulative, if cum-
                         ulative;

                              (4)  The sum payable per share upon the dis-
                         solution, liquidation or winding up of the
                         corporation;

                              (5)  Whether or not the shares shall be
                         redeemable, and if made redeemable, the redemption
                         price or prices per share and the manner of
                         effecting a redemption;

                              (6)  Whether or not the shares of each series
                         shall be made convertible into or exchangeable for
                         other securities of the corporation, and if made
                         convertible or exchangeable, the price or prices
                         or the rate or rates of conversion or exchange,
                         and the adjustments, if any, at which such
                         conversion or exchange may be made;

                              (7)  Whether or not there shall be a sinking
                         fund, or other fund analogous thereto, with
                         respect to the shares of each series and the terms
                         and provisions of such fund, if any; and

                              (8)  Any other relative, participating,
                         optional or other rights, preferences or
                         limitations of the shares of each series, not
                         inconsistent with the provisions applicable to all
                         shares of the Preferred Stock irrespective of
                         series.

                         C.   The following provisions shall apply to all
                    shares of the Preferred Stock irrespective of series:

                              (1)  The holders of the Preferred Stock of
                         each series at the time outstanding shall be
                         entitled to receive, but only when and as declared
                         by the Board of Directors, dividends at the rate
                         fixed for such series and no more.  Such dividends
                         shall be payable quarter-yearly in cash, stock or
                         other property on such dividend dates as may be
                         fixed for said series, and, if cumulative, shall
                         be cumulative from such date as may be fixed.  All
                         dividends accrued or declared (as the case may be)
                         on the Preferred Stock shall be fully paid, or set
                         apart for payment, before any dividends on any
                         class of Common Stock shall be paid or set apart
                         for payment.  Accruals for dividends shall not
                         bear interest.  Dividends in full shall not be
                         declared and set apart for payment or paid on the
                         Preferred Stock of any series for any particular
                         dividend period unless dividends in full have been
                         paid or are contemporaneously declared and set
                         apart for payment on the Preferred Stock of all
                         series then outstanding, for all the dividend
                         periods terminating at or before the end of the
                         particular dividend period.  If the stated
                         dividends on the Preferred Stock are not paid in
                         full, the shares of all series of the Preferred
                         Stock shall share ratably in the payment of
                         dividends including accumulations, if any, in
                         accordance with the sums which would be payable on
                         such shares if all dividends were declared and
                         paid in full.

                              (2)  The corporation may, by action of its
                         Board of Directors and in the manner hereinafter
                         provided (except as further or different
                         requirements may by issue resolution be made
                         applicable to a particular series of the Preferred
                         Stock), redeem the whole or any part of any series
                         of the Preferred Stock, at any time or from time
                         to time, by paying the redemption price of the
                         shares of the particular series fixed therefor as
                         herein provided, together with a sum in the case
                         of each share of each series so to be redeemed,
                         computed at the annual dividend rate for the
                         series of which the particular share is a part,
                         from the date from which dividends on such share
                         became cumulative to the date fixed for such
                         redemption, less the aggregate of the dividends
                         theretofore or on such redemption dated paid
                         thereon.  No Preferred Stock shall be called for
                         redemption while any dividend for a past dividend
                         period shall be in arrears on any share of any
                         series of said stock.

                              (3)  Upon any dissolution, liquidation or
                         winding up of the corporation, whether voluntary
                         or involuntary, the holders of the Preferred Stock
                         of each and every series then outstanding shall be
                         entitled to receive out of the net assets of the
                         corporation, whether capital or surplus, the sums
                         per share fixed for the shares of the respective
                         series and payable upon such dissolution,
                         liquidation or winding up, plus, in the case of
                         each share, an amount equal to the dividends
                         accrued and unpaid thereon, whether or not earned
                         or declared, before any distribution of the assets
                         of the corporation shall be made to the holders of
                         any class of Common Stock.

                         If the assets distributable on such dissolution,
                    liquidation or winding up shall be insufficient to
                    permit the payment to the holders of the Preferred
                    Stock of the full amounts to which they respectively
                    are entitled as aforesaid, then said assets shall be
                    distributed ratably among the holders of the respective
                    series of Preferred Stock in proportion to the amounts
                    which would be payable on such dissolution, liquidation
                    or winding up, if all such amounts were paid in full in
                    preference and priority over the shares of any class of
                    Common Stock.

                         The sale, conveyance, exchange or transfer of all
                    or substantially all of the property of the corpora-
                    tion, or the merger or consolidation into or with any
                    other corporation, shall not be deemed a dissolution,
                    liquidation or winding up for the purposes hereof.

                              (4)  Nothing herein contained shall limit any
                         legal right of the corporation to purchase or
                         otherwise acquire any shares of the Preferred
                         Stock.

                              (5)  No holder of the Preferred Stock of the
                         corporation shall have any preemptive right to
                         purchase or subscribe for any part of the unissued
                         stock of the corporation or of any stock of the
                         corporation to be issued by reason of any increase
                         of the authorized capital stock of the
                         corporation, or to purchase or subscribe for any
                         bonds, certificates or indebtedness, debentures or
                         other securities convertible into or carrying
                         options or warrants to purchase stock or other
                         securities of the corporation or to purchase or
                         subscribe for any stock of the corporation
                         purchased by the corporation or by its nominee or
                         nominees, or to have any other preemptive rights
                         as now or hereafter defined by applicable laws.

                              (6)  Except as and to the extent otherwise
                         provided by this Certificate or by issue resolu-
                         tions relating to shares of a particular series of
                         Preferred Stock or applicable laws, the Preferred
                         Stock shall not entitle any holder thereof to vote
                         at any meeting of stockholders or election of the
                         corporation, or otherwise to participate in any
                         action taken by the corporation or the
                         stockholders thereof.  Except when some mandatory
                         provision of law shall be controlling and, as
                         regards the special rights of any series of the
                         Preferred Stock, as provided in the resolutions
                         creating such series, whenever shares of two or
                         more particular series of the Preferred Stock
                         shall be entitled to vote as a separate series on
                         any matter and all shares of the Preferred Stock
                         of all series shall be deemed to constitute but
                         one class for any purpose for which a vote of the
                         stockholders of the corporation by classes may now
                         or hereafter be required.

                    5.   The Board of Directors is authorized to make,
          alter or repeal the Bylaws of the corporation.  Election of
          Directors need not be by ballot.

                    6.   The name and mailing address of the Incorporator
          is:

                              Mary Genevieve Rich
                              1000 Kearns Building
                              136 South Main Street
                              Salt Lake City, Utah 84101

          The powers of the Incorporator are to terminate upon the filing
          of this Certificate.

                    7.   The names and addresses of the original Board of
          Directors, who are to serve until the first annual meeting of
          stockholders or until their successors are elected and qualify,
          are:

                              James M. Mantle
                              8777 East Via de Ventura
                              Suite 100
                              Scottsdale, Arizona 85258

                              Stephen T. White
                              8777 East Via de Ventura
                              Suite 100
                              Scottsdale, Arizona 85258

                              Robert K. Bench
                              710 Crandall Bldg.
                              10 West 100 South
                              Salt Lake City, Utah 84101

                    8.   Whenever a compromise or arrangement is proposed
          between this corporation and its creditors or any class of them
          and/or between this corporation and its stockholders or any class
          of them, any court of equitable jurisdiction within the State of
          Delaware may, on the application in a summary way of this
          corporation or of any creditor or stockholder thereof or on the
          application of any receiver or receivers appointed for this
          corporation under the provisions of section 291 of Title 8 of the
          Delaware Code or on the application of trustees in dissolution or
          of any receiver or receivers appointed for this corporation under
          the provisions of section 279 of Title 8 of the Delaware Code
          order a meeting of the creditors or class of creditors, and/or of
          the stockholders or class of stockholders of this corporation, as
          the case may be, to be summoned in such manner as the said court
          directs.  If a majority in number representing three-fourths in
          value of the creditors or class of creditors, and/or of the
          stockholders or class of stockholders of this corporation, as the
          case may be, agree to any compromise or arrangement and to any
          reorganization of this corporation as consequence of such
          compromise or arrangement, the said compromise or arrangement and
          the said reorganization shall, if sanctioned by the court to
          which the said application has been made, be binding on all the
          creditors or class of creditors, and/or on all the stockholders
          or class of stockholders, of this corporation, as the case may
          be, and also on this corporation.

                    9.   The corporation shall, to the fullest extent per-
          mitted by Section 145 of the General Corporation Law of the State
          of Delaware, as the same may be amended and supplemented, or by
          any successor thereto, indemnify any and all persons whom it
          shall have power to indemnify under said section from and against
          any and all of the expenses, liabilities or other matters
          referred to in or covered by said section.  Such right to
          indemnification shall continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a
          person.  The indemnification provided for herein shall not be
          deemed exclusive of any other rights to which those seeking
          indemnification may be entitled under any Bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise.

                    I, THE UNDERSIGNED, being the Incorporator hereinbefore
          named, for the purpose of forming a corporation pursuant to the
          General Corporation Law of Delaware, do make this certificate,
          hereby declaring and certifying that this is my act and deed and
          the facts herein stated are true, and accordingly have hereunto
          set my hand this 19th day of December, 1985.



                                             /s/ Mary Genevieve Rich
                                             -------------------------
                                             Mary Genevieve Rich


          <PAGE>


                   FIRST AMENDMENT TO CERTIFICATE OF INCORPORATION
                                          OF
                                  MW COMPANIES, INC.



                    Pursuant to section 242  of the General Corporation Law
          of  the  state  of  Delaware,  MW  Companies,  Inc.,  a  Delaware
          corporation, hereinafter referred to as the "Corporation," hereby
          adopts  the  following  first  amendment to  its  certificate  of
          incorporation.

                    1.   The   certificate   of   incorporation    of   the
          Corporation  is hereby amended  by deleting article  1 thereof in
          its entirety and substituting the following therefor:


                                      ARTICLE 1
                                         NAME

                         The name of the  Corporation hereby created  shall
                    be  Caldera,  Inc.  (hereinafter  referred  to  as  the
                    "Corporation").

                    2.   The   certificate   of   incorporation    of   the
          Corporation is hereby amended by adding the following article 10:


                                      ARTICLE 10
                               LIMITATION ON LIABILITY

                         A  director  of  the  Corporation  shall  have  no
                    personal   liability  to   the   Corporation   or   its
                    stockholders  for   monetary  damages  for   breach  of
                    fiduciary duty as a director, except (i) for any breach
                    of a director's duty  of loyalty to the  Corporation or
                    its  stockholders, (ii)  for acts  or omissions  not in
                    good faith or which involve intentional misconduct or a
                    knowing violation  of law,  (iii) under section  174 of
                    the General Corporation Law of  Delaware as it may from
                    time  to time  be  amended or  any successor  provision
                    thereto,  or  (iv) for  any  transaction  from which  a
                    director derived an improper personal benefit.

                    3.   Except  as  specifically   provided  herein,   the
          provisions  of  the  Corporation's certificate  of  incorporation
          shall remain  unamended  and shall  continue  in full  force  and
          effect.

                    4.   By   execution   of   this   First   Amendment  to
          Certificate of Incorporation, the  president and the secretary of
          the Corporation do hereby certify that the foregoing Amendment to
          certificate  of  incorporation   of  MW   Companies,  Inc.,   was
          authorized  and approved  on June 3,  1988, at a  duly called and
          held  special meeting of its shareholders.   On May 10, 1988, the
          record  date for  such meeting,  there  were 2,293,333  shares of
          common  stock of the Corporation issued and outstanding.  Each of
          the  common  shares is  entitled  to one  vote.   At  the special
          meeting,  2,081,413 shares of common stock were voted in favor of
          each of the above amendments and  no shares of common stock  were
          voted against such amendments.   As a result, each  amendment was
          approved by 91% of the total voting power of the Corporation.

                    DATED this 8th day of August, 1988.


                                             MW COMPANIES, INC.



                                             By: /s/ Robert K. Bench
                                                ----------------------
                                                Robert K. Bench, President



                                             By: /s/ Mary Bench
                                                ---------------------
                                                Mary Bench, Secretary


          STATE OF UTAH            )
                                   :ss
          COUNTY OF SALT LAKE      )


                    On  the 8th  day of  August, 1988,  personally appeared
          before me Robert K. Bench  and Mary Bench, who  being by me  duly
          sworn did say, each for himself/herself, that he, the said Robert
          K. Bench, is the president, and she, the said Mary  Bench, is the
          secretary,  of  MW  Companies,  Inc.,  and  that  the within  and
          foregoing  instrument was signed in behalf of said corporation by
          authority of a resolution  of its board of directors,  and Robert
          K.  Bench and Mary Bench each  duly acknowledged to  me that said
          corporation  executed the same and  that the seal  affixed is the
          seal of said corporation.


                                             [Notary Signature]
                                             -------------------------
                                             Notary Public
                                             Residing in Salt Lake City, UT
                                                         ------------------


          My Commission Expires: Jan. 15, 1993
                                 --------------


          <PAGE>


                                  STATE OF DELAWARE
                               CERTIFICATE FOR RENEWAL
                                AND REVIVAL OF CHARTER


                    CALDERA, INC.,  a corporation organized under  the laws
          of Delaware, the charter  of which was voided for  non-payment of
          taxes, now desires to procure  a restoration, renewal and revival
          of its charter, and hereby certifies as follows:

                    1.   The name of this corporation is CALDERA, INC.

                    2.   Its registered office in  the State of Delaware is
                         located at  Corporation Trust Center,  1209 Orange
                         Street, City of Wilmington, Zip  Code 19801 County
                         of New  Castle.    The name  and  address  of  its
                         registered agent is The Corporation Trust Company.

                    3.   The date of filing  of the original Certificate of
                         Incorporation in Delaware was December 20, 1985.

                    4.   The date when restoration, renewal, and revival of
                         the charter of this company is to commence  is the
                         28th  day of February 1991 same being prior to the
                         date  of  the expiration  of  the  charter.   This
                         renewal  and  revival  of  the  charter  of   this
                         corporation is to be perpetual.

                    5.   This corporation was duly organized and carried on
                         the business authorized by  its charter until  the
                         1st  day  of March  A.D.  1991 at  which  time its
                         charter   became   inoperative   and    void   for
                         non-payment  of  taxes  and  this  certificate for
                         renewal and  revival is filed by  authority of the
                         duly  elected  directors  of  the  corporation  in
                         accordance with the laws of the State of Delaware.

                         IN TESTIMONY  WHEREOF, and in compliance  with the
                    provisions  of Section 312  of the  General Corporation
                    Law of the State of Delaware, as amended, providing for
                    the  renewal,  extension and  restoration  of charters,
                    Ron Mann  the   last  and  acting   authorized  officer
                    hereunto set his/her hand to this certificate this 12th
                    day of May 1997.



                                             By: /s/ Ronald K. Mann
                                                ----------------------

                                        TITLE OF OFFICER: Secretary
                                                         -----------


          <PAGE>

                                                                    





                                        BYLAWS

                                          OF

                                    CALDERA, INC.

                                A DELAWARE CORPORATION




          <PAGE>
          

                                  TABLE OF CONTENTS


                                                                       Page

          ARTICLE I.     OFFICES  . . . . . . . . . . . . . . . . . . . . 1
                    Section 1.01   Registered Office  . . . . . . . . . . 1
                    Section 1.02   Locations of Offices . . . . . . . . . 1

          ARTICLE II.    STOCKHOLDERS . . . . . . . . . . . . . . . . . . 1
                    Section 2.01   Annual Meeting . . . . . . . . . . . . 1
                    Section 2.02   Special Meetings . . . . . . . . . . . 1
                    Section 2.03   Place of Meetings  . . . . . . . . . . 1
                    Section 2.04   Notice of Meetings . . . . . . . . . . 2
                    Section 2.05   Waiver of Notice . . . . . . . . . . . 2
                    Section 2.06   Fixing Record Date . . . . . . . . . . 2
                    Section 2.07   Voting Lists . . . . . . . . . . . . . 2
                    Section 2.08   Quorum . . . . . . . . . . . . . . . . 3
                    Section 2.09   Vote Required  . . . . . . . . . . . . 3
                    Section 2.10   Voting of Stock  . . . . . . . . . . . 3
                    Section 2.11   Proxies  . . . . . . . . . . . . . . . 3
                    Section 2.12   Written Consent to Action by
                                   Stockholders . . . . . . . . . . . . . 4

          ARTICLE III.   DIRECTORS  . . . . . . . . . . . . . . . . . . . 4
                    Section 3.01   Number, Term, and
                                   Qualifications . . . . . . . . . . . . 4
                    Section 3.02   Vacancies and Newly Created
                                   Directorships  . . . . . . . . . . . . 4
                    Section 3.03   General Powers . . . . . . . . . . . . 4
                    Section 3.04   Regular Meetings . . . . . . . . . . . 4
                    Section 3.05   Special Meetings . . . . . . . . . . . 5
                    Section 3.06   Meetings by Telephone
                                   Conference Call  . . . . . . . . . . . 5
                    Section 3.07   Notice . . . . . . . . . . . . . . . . 5
                    Section 3.08   Quorum . . . . . . . . . . . . . . . . 5
                    Section 3.09   Manner of Acting . . . . . . . . . . . 5
                    Section 3.10   Compensation . . . . . . . . . . . . . 5
                    Section 3.11   Presumption of Assent  . . . . . . . . 5
                    Section 3.12   Resignations . . . . . . . . . . . . . 6
                    Section 3.13   Written Consent to Action by
                                   Directors  . . . . . . . . . . . . . . 6
                    Section 3.14   Removal  . . . . . . . . . . . . . . . 6

          ARTICLE IV.    OFFICERS . . . . . . . . . . . . . . . . . . . . 6
                    Section 4.01   Number . . . . . . . . . . . . . . . . 6
                    Section 4.02   Election, Term of Office, and
                                   Qualifications . . . . . . . . . . . . 6
                    Section 4.03   Subordinate Officers, Etc. . . . . . . 7
                    Section 4.04   Resignations . . . . . . . . . . . . . 7
                    Section 4.05   Removal  . . . . . . . . . . . . . . . 7
                    Section 4.06   Vacancies and Newly Created
                                   Offices  . . . . . . . . . . . . . . . 7
                    Section 4.07   The Chairman of the Board  . . . . . . 7
                    Section 4.08   The President  . . . . . . . . . . . . 7
                    Section 4.09   The Vice Presidents  . . . . . . . . . 8
                    Section 4.10   The Secretary  . . . . . . . . . . . . 8
                    Section 4.11   The Treasurer  . . . . . . . . . . . . 9
                    Section 4.12   General Manager  . . . . . . . . . .  10
                    Section 4.13   Salaries . . . . . . . . . . . . . .  10
                    Section 4.14   Surety Bonds . . . . . . . . . . . .  10

          ARTICLE V.     EXECUTION OF INSTRUMENTS, BORROWING
                         OF MONEY, AND DEPOSIT OF CORPORATE
                         FUNDS  . . . . . . . . . . . . . . . . . . . .  10
                    Section 5.01   Execution of Instruments . . . . . .  10
                    Section 5.02   Loans  . . . . . . . . . . . . . . .  11
                    Section 5.03   Deposits . . . . . . . . . . . . . .  11
                    Section 5.04   Checks, Drafts, Etc. . . . . . . . .  11
                    Section 5.05   Bonds and Debentures . . . . . . . .  11
                    Section 5.06   Sale, Transfer, Etc. of
                                   Securities . . . . . . . . . . . . .  11
                    Section 5.07   Proxies  . . . . . . . . . . . . . .  12

          ARTICLE VI.    CAPITAL SHARES . . . . . . . . . . . . . . . .  12
                    Section 6.01   Stock Certificates . . . . . . . . .  12
                    Section 6.02   Transfer of Stock  . . . . . . . . .  12
                    Section 6.03   Regulations  . . . . . . . . . . . .  12
                    Section 6.04   Maintenance of Stock Ledger at
                                   Principal Place of Business  . . . .  13
                    Section 6.05   Transfer Agents and
                                   Registrars . . . . . . . . . . . . .  13
                    Section 6.06   Closing of Transfer Books and Fixing
                                   of Record Date . . . . . . . . . . .  13
                    Section 6.07   Lost or Destroyed
                                   Certificates . . . . . . . . . . . .  13

          ARTICLE VII.   EXECUTIVE COMMITTEE AND OTHER COMMITTEES . . .  14
                    Section 7.01   How Constituted  . . . . . . . . . .  14
                    Section 7.02   Powers . . . . . . . . . . . . . . .  14
                    Section 7.03   Proceedings  . . . . . . . . . . . .  14
                    Section 7.04   Quorum and Manner of Acting  . . . .  14
                    Section 7.05   Resignations . . . . . . . . . . . .  14
                    Section 7.06   Removal  . . . . . . . . . . . . . .  15
                    Section 7.07   Vacancies  . . . . . . . . . . . . .  15
                    Section 7.08   Compensation . . . . . . . . . . . .  15

          ARTICLE VIII.  INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS . . . . . . . .  15
                    Section 8.01   Indemnification: Third Party
                                   Actions  . . . . . . . . . . . . . .  15
                    Section 8.02   Indemnification: Corporate
                                   Actions  . . . . . . . . . . . . . .  16
                    Section 8.03   Determination  . . . . . . . . . . .  16
                    Section 8.04   Advances . . . . . . . . . . . . . .  16
                    Section 8.05   Scope of Indemnification . . . . . .  16
                    Section 8.06   Insurance  . . . . . . . . . . . . .  17
                    Section 8.07   Officer and Director
                                   Contracts  . . . . . . . . . . . . .  17

          ARTICLE IX.    FISCAL YEAR  . . . . . . . . . . . . . . . . .  17

          ARTICLE X.     DIVIDENDS  . . . . . . . . . . . . . . . . . .  18

          ARTICLE XI.    AMENDMENTS . . . . . . . . . . . . . . . . . .  18

          CERTIFICATE OF SECRETARY  . . . . . . . . . . . . . . . . . .  19


          <PAGE>


                                        BYLAWS
                                          OF
                                    CALDERA, INC.



                                      ARTICLE I.
                                       OFFICES

               Section 1.01  Registered Office.  The registered office shall
                             ------------------
          be in  the city  of Wilmington,  county of New  Castle, state  of
          Delaware.

               Section 1.02  Locations of Offices.  The corporation may also
                             --------------------
          have offices at  such other  places both within  and without  the
          state of Delaware as the board of directors may from time to time
          determine or the business of the corporation may require.


                                     ARTICLE II.
                                     STOCKHOLDERS

               Section 2.01   Annual Meeting.  The annual meeting of the
                              --------------
          stockholders shall be held  within 180 days after the  end of the
          corporation's  fiscal year at such  time as is  designated by the
          board of  directors and as is  provided for in the  notice of the
          meeting.  If  the election of directors shall not  be held on the
          day designated herein for the annual meeting of the stockholders,
          or at any adjournment thereof, the board of directors shall cause
          the election  to be held at a special meeting of the stockholders
          as soon thereafter as may be convenient.

               Section 2.02   Special Meetings.  Special meetings of the
                              ----------------
          stockholders may  be called at  any time by  the chairman of  the
          board, the president, or by the  board of directors, or in  their
          absence  or  disability, by  any  vice  president,  and shall  be
          immediately  called  by the  president,  or  in  his  absence  or
          disability,  by a  vice president,  or by  the secretary,  on the
          written request of the holders of not less than one-tenth of  all
          the  shares entitled to vote at the meeting, such written request
          to  state the  purpose, or  purposes, of  the meeting  and  to be
          delivered to the president, such vice president or the secretary.
          In case of failure to call such meeting within 90 days after such
          request, such stockholder or stockholders may call the same.

               Section 2.03  Place of Meetings.  The board of directors may
                             -----------------
          designate  any place,  either  within  or  without the  state  of
          incorporation,  as the place of meeting for any annual meeting or
          for any  special meeting  called by  the board  of directors.   A
          waiver of notice signed by all stockholders entitled to vote at a
          meeting may  designate any place,  either within  or without  the
          state  of incorporation,  as the  place for  the holding  of such
          meeting.   If no designation is made,  or if a special meeting be
          otherwise  called, the place of meeting shall be at the principal
          office of the corporation.

               Section 2.04  Notice of Meetings. The secretary or assistant
                             ------------------
          secretary, if any,  shall cause  notice of the  time, place,  and
          purpose  or purposes of all meetings of the stockholders (whether
          annual  or special), to be mailed at  least ten but not more than
          60  days  prior to  the meeting,  to  each stockholder  of record
          entitled to vote.

               Section 2.05   Waiver of Notice.  Any stockholder may waive
                              ----------------
          notice of any meeting of stockholders (however called or noticed,
          whether or not called  or noticed and whether before,  during, or
          after  the  meeting), signing  a written  waiver  of notice  or a
          consent to the  holding of  such meeting, or  an approval of  the
          minutes thereof.  Attendance at a meeting, in person or by proxy,
          shall  constitute waiver of  all defects of  notice regardless of
          whether waiver, consent, or approval is signed or any  objections
          are  made,  unless  attendance  is  solely  for  the  purpose  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, consents, or approvals shall be made
          a part of the minutes of the meeting.

               Section 2.06   Fixing 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 to express
          consent  to corporate  action in  writing without  a meeting,  or
          stockholder entitled to receive payment of  any dividend or other
          distribution  or allotment of any rights  or entitled to exercise
          any rights in respect  to any change, conversion, or  exchange of
          stock, or for the  purpose of any other lawful action,  the board
          of directors may fix in advance a date as the record date for any
          such determination of stockholders,  such date in any case  to be
          not more than 60 days and, in case of a  meeting of stockholders,
          not less than  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, the
          day preceding the date  on which notice of the  meeting is mailed
          shall be the record date.  For any other purpose, the record date
          shall  be  the  close  of  business on  the  date  on  which  the
          resolution  of  the  board  of directors  pertaining  thereto  is
          adopted.   When a determination of stockholders  entitled to vote
          at any  meeting of stockholders has been made as provided in this
          section,  such  determination  shall  apply  to  any  adjournment
          thereof.   Failure to comply  with this section  shall not affect
          the validity of any action taken at a meeting of stockholders.

               Section 2.07  Voting Lists.  The officers of the corporation
                             ------------
          shall cause to  be prepared from  the stock  ledger at least  ten
          days before every meeting of stockholders, a complete list of the
          stockholders entitled to vote at  such meeting or any adjournment
          thereof, arranged in alphabetical  order, and showing the address
          of  each stockholder and the  number of shares  registered in the
          name  of each  stockholder.    Such list  shall  be  open to  the
          examination of any  stockholder, for any  purpose germane to  the
          meeting, during ordinary business hours, for a period of at least
          ten days  prior to the meeting, either at a place within the city
          where the meeting is to be  held, which place shall be  specified
          in the  notice of the  meeting, or, if  not so specified,  at the
          place where the meeting  is to be held.   The list shall 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.  The original stock ledger shall be the only evidence
          as  to who  are the  stockholders entitled  to examine  the stock
          ledger, the  list required by this  section, or the books  of the
          corporation, or to vote in  person or by proxy at any  meeting of
          stockholders.

               Section 2.08   Quorum.  Stock representing one-third of the
                              ------
          voting power of all outstanding stock of the corporation entitled
          to vote,  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 provided by statute
          or by the certificate of incorporation.  If, however, such quorum
          shall  not  be  present or  represented  at  any  meeting of  the
          stockholders, the stockholders entitled  to vote thereat, present
          in  person or represented by  proxy, shall have  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  adjourned 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  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.

               Section 2.09  Vote Required.  When a quorum is present at any
                             -------------
          meeting, the  vote of the holders  of stock having a  majority of
          the  voting power present in person or represented by proxy shall
          decide  any  question brought  before  such  meeting, unless  the
          question is  one on which by express provision of the statutes of
          the  state of Delaware or  of the certificate  of incorporation a
          different vote is required, in which  case such express provision
          shall govern and control the decision of such question.

               Section 2.10  Voting of Stock.  Unless otherwise provided in
                             ---------------
          the certificate of incorporation, each stockholder shall at every
          meeting of the stockholders be entitled to one vote  in person or
          by proxy for each share of the capital stock having voting  power
          held by such  stockholder, subject  to the  modification of  such
          voting rights  of  any  class  or classes  of  the  corporation's
          capital stock by the certificate of incorporation.

               Section 2.11  Proxies.  At each meeting of the stockholders,
                             -------
          each  stockholder entitled to vote  shall be entitled  to vote in
          person or by proxy; PROVIDED, however, that  the right to vote by
          proxy shall exist  only in case  the instrument authorizing  such
          proxy  to  act  shall  have  been  executed  in  writing  by  the
          registered holder or holders of  such stock, as the case  may be,
          as  shown  on  the stock  ledger  of  the corporation  or  by his
          attorney thereunto  duly authorized in writing.   Such instrument
          authorizing a proxy to act shall be delivered at the beginning of
          such meeting to the secretary of the corporation or to such other
          officer  or person who may,  in the absence  of the secretary, be
          acting as secretary of the  meeting.  In the event that  any such
          instrument shall designate two or more persons to act as proxy, a
          majority of such persons  present at the meeting, or if  only one
          be present, that one shall (unless the instrument shall otherwise
          provide)  have all of the  powers conferred by  the instrument on
          all  persons so designated.  Persons holding stock in a fiduciary
          capacity shall  be entitled  to vote  the stock  so held and  the
          persons  whose  shares are  pledged  shall be  entitled  to vote,
          unless  the transfer by  the pledgor in the  books and records of
          the  corporation shall  have expressly  empowered the  pledgee to
          vote  thereon, in  which  case the  pledgee,  or his  proxy,  may
          represent such stock and vote thereon.   No proxy shall be  voted
          or acted  on after three  years from  its date, unless  the proxy
          provides for a longer period.

               Section 2.12   Written Consent to Action by Stockholders. 
                              -----------------------------------------
          Unless otherwise provided  in the  certificate of  incorporation,
          any action required to be taken  at any annual or special meeting
          of  stockholders of the corporation,  or any action  which may be
          taken  at any annual or special meeting of such stockholders, may
          be taken without a  meeting, without prior notice, and  without a
          vote, if a consent in writing, setting forth the action so taken,
          shall  be signed by the  holders of outstanding  stock having not
          less than the minimum number of votes  that would be necessary to
          authorize or take such  action at a  meeting at which all  shares
          entitled to vote thereon  were present and voted.   Prompt notice
          of the taking of the corporation action without a meeting by less
          than  unanimous   written  consent   shall  be  given   to  those
          stockholders who have not consented in writing.


                                     ARTICLE III.
                                      DIRECTORS

               Section 3.01   Number, Term, and Qualifications.  The number
                              --------------------------------
          of  directors which shall constitute the whole board shall be not
          less than  three nor  more than  nine.   Within the limits  above
          specified,  the  number  of  directors  shall  be  determined  by
          resolution  of the board of  directors or by  the stockholders at
          the  annual meeting  of  the stockholders  or  a special  meeting
          called  for such purpose, except  as provided in  section 3.02 of
          this article,  and each director elected shall  hold office until
          his  successor is elected and  qualified.  Directors  need not be
          residents of  the state of  incorporation or stockholders  of the
          corporation.

               Section 3.02   Vacancies and Newly Created Directorships. 
                              -----------------------------------------
          Vacancies  and  newly created  directorships  resulting  from any
          increase in the authorized number of directors may be filled by a
          majority  of the  directors then  in office,  though less  than a
          quorum, or by  a sole  remaining director, and  the directors  so
          chosen shall hold office until the next annual election and until
          their  successors are duly elected  and shall qualify.   If there
          are no directors in office, then an  election of directors may be
          held in the manner provided by statute.

               Section 3.03   General Powers.  The business 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  bylaws directed
          or required to be exercised or done by the stockholders.

               Section 3.04   Regular Meetings.  A regular meeting of the
                              ----------------
          board of directors shall  be held without other notice  than this
          bylaw immediately following and  at the same place as  the annual
          meeting of stockholders.   The board of directors may  provide by
          resolution the time and place, either within or without the state
          of incorporation, for the  holding of additional regular meetings
          without other notice than such resolution.

               Section 3.05   Special Meetings.  Special meetings of the
                              ----------------
          board  of directors  may be called  by or  at the  request of the
          president, vice president, or  any two directors.  The  person or
          persons  authorized to  call  special meetings  of  the board  of
          directors may fix any  place, either within or without  the state
          of incorporation, as the place for holding any special meeting of
          the board of directors called by them.

               Section 3.06  Meetings by Telephone Conference Call. Members
                             -------------------------------------
          of the  board of directors  may participate in  a meeting  of the
          board of directors or  a committee of  the board of directors  by
          means of  conference telephone or similar communication equipment
          by  means of which all  persons participating in  the meeting can
          hear  each other, and participation in a meeting pursuant to this
          section shall constitute presence in person at such meeting.

               Section 3.07  Notice. Notice of any special meeting shall be
                             ------
          given  at  least  five  days  prior  thereto  by  written  notice
          delivered personally or  mailed to each  director at his  regular
          business address or residence,  or by telegram.  If  mailed, such
          notice  shall be  deemed to  be delivered  when deposited  in the
          United States  mail so  addressed, with postage  thereon prepaid.
          If notice be given by telegram, such notice shall be deemed to be
          delivered  when  the  telegram  is  delivered  to  the  telegraph
          company.    Any  director  may  waive  notice  of  any   meeting.
          Attendance of a director  at a meeting shall constitute  a waiver
          of  notice of  such meeting,  except where  a director  attends a
          meeting  solely  for  the express  purpose  of  objecting to  the
          transaction  of any business because the  meeting is not lawfully
          called or convened.

               Section 3.08  Quorum.  A majority of the number of directors
                             ------
          shall  constitute a quorum for the transaction of business at any
          meeting of the board of directors, but if less than a majority is
          present at a  meeting, a  majority of the  directors present  may
          adjourn the meeting from time to time without further notice.

               Section 3.09  Manner of Acting. The act of a majority of the
                             ----------------
          directors present at a meeting at which a quorum is present shall
          be  the act of the  board of directors,  and individual directors
          shall have no power as such.

               Section 3.10   Compensation.  By resolution of the board of
                              ------------
          directors, the directors may  be paid their expenses, if  any, of
          attendance at each meeting of the  board of directors, and may be
          paid a fixed sum for  attendance at each meeting of the  board of
          directors or a stated salary as director.  No such payment  shall
          preclude any director from  serving the corporation in any  other
          capacity and receiving compensation therefor.

               Section 3.11   Presumption of Assent.  A director of the
                              ---------------------
          corporation who is present at a meeting of the board of directors
          at  which  action  on any  corporate  matter  is  taken shall  be
          presumed  to have assented to the action taken unless his dissent
          shall be entered in  the minutes of the meeting, unless  he shall
          file his written dissent to such action with the person acting as
          the secretary of  the meeting before the  adjournment thereof, or
          shall forward such dissent by registered or certified mail to the
          secretary of the corporation immediately after the adjournment of
          the meeting.  Such right to dissent shall not apply to a director
          who voted in favor of such action.

               Section 3.12   Resignations.  A director may resign at any
                              ------------
          time by delivering a written resignation to either the president,
          a vice president, the secretary,  or assistant secretary, if any.
          The resignation shall become  effective on its acceptance  by the
          board of directors;  PROVIDED, that  if the board  has not  acted
          thereon  within ten days from the date presented, the resignation
          shall be deemed accepted.

               Section 3.13   Written Consent to Action by Directors.  Any
                              --------------------------------------
          action required to be taken at  a meeting of the directors of the
          corporation or any other action which  may be taken at a  meeting
          of  the directors  or  of a  committee, may  be  taken without  a
          meeting, if a  consent in  writing, setting forth  the action  so
          taken,  shall be signed  by all of  the directors, or  all of the
          members of the committee, as the case may be.  Such consent shall
          have  the same  legal  effect  as a  unanimous  vote of  all  the
          directors or members of the committee.

               Section 3.14   Removal.  At a meeting expressly called for
                              -------
          that purpose, one or more directors may be removed by a vote of a
          majority of  the shares of  outstanding stock of  the corporation
          entitled to vote at an election of directors.


                                     ARTICLE IV.
                                       OFFICERS

               Section 4.01  Number.  The officers of the corporation shall
                             ------
          be  a president,  one  or  more  vice  presidents,  as  shall  be
          determined by resolution  of the board of directors, a secretary,
          a treasurer, and  such other officers as may be  appointed by the
          board of directors.  The board of  directors may elect, but shall
          not be required to elect, a chairman of the board,  and the board
          of directors may appoint a general manager.

               Section 4.02   Election, Term of Office, and Qualifications.
                              --------------------------------------------
          The officers shall be  chosen by the board of  directors annually
          at  its  annual meeting.    In  the event  of  failure to  choose
          officers at an annual meeting of the board of directors, officers
          may  be chosen at any regular or  special meeting of the board of
          directors.    Each  such officer  (whether  chosen  at  an annual
          meeting of the board of directors to fill a vacancy or otherwise)
          shall  hold his office until  the next ensuing  annual meeting of
          the  board of directors and  until his successor  shall have been
          chosen and qualified, or until his death or until his resignation
          or removal  in  the manner  provided in  these bylaws.   Any  one
          person may hold any two or  more of such offices, except that the
          president shall not also be the secretary.  No person holding two
          or more  offices shall  act in or  execute any instrument  in the
          capacity of more than one office.   The chairman of the board, if
          any, shall be and  remain director of the corporation  during the
          term of his office.  No other officer need be a director.

               Section 4.03   Subordinate Officers, Etc.  The board of
                              --------------------------
          directors  from time to time  may appoint such  other officers or
          agents  as it may  deem advisable, each  of whom  shall have such
          title, hold  office for  such  period, have  such authority,  and
          perform such duties as  the board of directors from  time to time
          may  determine.   The board  of directors  from time to  time may
          delegate to  any officer or agent  the power to appoint  any such
          subordinate officer  or agents and to  prescribe their respective
          titles, terms  of office,  authorities, and duties.   Subordinate
          officers need not be stockholders or directors.

               Section 4.04   Resignations.  Any officer may resign at any
                              ------------
          time  by  delivering  a  written  resignation  to  the  board  of
          directors,  the president,  or the  secretary.   Unless otherwise
          specified  therein,  such   resignation  shall  take  effect   on
          delivery.

               Section 4.05   Removal.  Any officer may be removed from
                              -------
          office  at any special meeting  of the board  of directors called
          for that  purpose or  at  a regular  meeting, by  the  vote of  a
          majority of the directors, with or without cause.  Any officer or
          agent appointed in accordance with the provisions of section 4.03
          hereof may also be removed, either with or  without cause, by any
          officer on whom such  power of removal shall have  been conferred
          by the board of directors.

               Section 4.06   Vacancies and Newly Created Offices.  If any
                              -----------------------------------
          vacancy  shall  occur   in  any  office   by  reason  of   death,
          resignation, removal, disqualification, or any other cause, or if
          a  new  office shall  be created,  then  such vacancies  or newly
          created offices  may be filled by  the board of directors  at any
          regular or special meeting.

               Section 4.07  The Chairman of the Board. The chairman of the
                             -------------------------
          board,  if there  be such  an officer,  shall have  the following
          powers and duties:

                    (a)  He shall preside at all stockholders' meetings;

                    (b)  He shall preside  at all meetings of the  board of
          directors; and

                    (c)  He shall  be a member of  the executive committee,
          if any.

               Section 4.08   The President.  The president shall have the
                              -------------
          following powers and duties:

                    (a)  If no general manager has been appointed, he shall
               be  the  chief executive  officer  of  the corporation  and,
               subject  to the direction  of the board  of directors, shall
               have general  charge of the business,  affairs, and property
               of  the   corporation  and  general  supervision   over  its
               officers, employees, and agents;

                    (b)  If no chairman of the board has been chosen, or if
               such  officer is  absent or  disabled,  he shall  preside at
               meetings of the stockholders and board of directors;

                    (c)  He shall  be a member of  the executive committee,
               if any;

                    (d)  He   shall  be  empowered   to  sign  certificates
               representing stock of the corporation, the issuance of which
               shall have been authorized by the board of directors; and

                    (e)  He  shall have  all power  and perform  all duties
               normally  incident  to  the  office  of  a  president  of  a
               corporation and shall exercise such other powers and perform
               such other  duties as from time  to time may  be assigned to
               him by the board of directors.

               Section 4.09   The Vice Presidents.  The board of directors
                              -------------------
          may,  from time  to time,  designate and elect  one or  more vice
          presidents, one of whom  may be designated to serve  as executive
          vice president.  Each  vice president shall have such  powers and
          perform such duties as from  time to time may be assigned  to him
          by the board of directors or the president.  At the request or in
          the absence  or disability of  the president, the  executive vice
          president  or, in the absence or disability of the executive vice
          president,  the  vice  president   designated  by  the  board  of
          directors or (in the absence of such designation  by the board of
          directors)  by  the  president,  as senior  vice  president,  may
          perform  all the  duties of  the president,  and when  so acting,
          shall  have  all the  powers  of,  and  be  subject  to  all  the
          restrictions on, the president.

               Section 4.10   The Secretary.  The secretary shall have the
                              -------------
          following powers and duties:

                    (a)  He shall keep or cause to  be kept a record of all
               of  the proceedings of the  meetings of the stockholders and
               of  the  board  of  directors in  books  provided  for  that
               purpose;

                    (b)  He  shall cause  all notices  to be duly  given in
               accordance  with  the  provisions  of these  bylaws  and  as
               required by statute;

                    (c)  He  shall be the  custodian of the  records and of
               the seal of the corporation, and shall cause such seal (or a
               facsimile  thereof)  to  be  affixed   to  all  certificates
               representing stock of the  corporation prior to the issuance
               thereof and to  all instruments, the  execution of which  on
               behalf  of the  corporation under  its seal shall  have been
               duly authorized in accordance with these bylaws, and when so
               affixed, he may attest the same;

                    (d)  He shall see that the  books, reports, statements,
               certificates, and  other documents  and records required  by
               statute are properly kept and filed;

                    (e)  He shall have charge of the stock ledger and books
               of the corporation and cause  such books to be kept in  such
               manner as to show at any time the amount of the stock of the
               corporation of each class issued and outstanding, the manner
               in  which and  the time  when such  stock was paid  for, the
               names  alphabetically  arranged  and  the  addresses of  the
               holders  of record thereof, the amount of stock held by each
               holder  and time when each became such holder of record; and
               he shall exhibit at all reasonable times to any director, on
               application,  the original  or duplicate  stock ledger.   He
               shall  cause the  stock ledger  referred to in  section 6.04
               hereof to be kept  and exhibited at the principal  office of
               the  corporation, or  at such  other place  as the  board of
               directors shall determine, in the manner and for the purpose
               provided in such section;

                    (f)  He  shall  be   empowered  to  sign   certificates
               representing stock of the corporation, the issuance of which
               shall have been authorized by the board of directors; and

                    (g)  He shall perform in general all duties incident to
               the office of secretary  and such other duties as  are given
               to him  by these  bylaws  or as  from time  to  time may  be
               assigned to him by the board of directors or the president.

               Section 4.11   The Treasurer.  The treasurer shall have the
                              -------------
          following powers and duties:

                    (a)  He shall  have charge and supervision  over and be
               responsible  for  the  monies,  securities,   receipts,  and
               disbursements of the corporation;

                    (b)  He shall  cause  the  monies  and  other  valuable
               effects of the corporation  to be deposited in the  name and
               to  the credit  of the  corporation in  such banks  or trust
               companies or with such banks  or other depositories as shall
               be selected in accordance with section 5.03 hereof;

                    (c)  He shall cause the monies of the corporation to be
               disbursed by checks or drafts (signed as provided in section
               5.04  hereof) drawn  on the  authorized depositories  of the
               corporation, and  cause to  be taken and  preserved property
               vouchers for all monies disbursed;

                    (d)  He shall render  to the board of  directors or the
               president, whenever requested, a  statement of the financial
               condition of the corporation and of all of  his transactions
               as  treasurer, and  render a  full  financial report  at the
               annual meeting of the stockholders, if called on to do so;

                    (e)  He shall cause to be kept correct books of account
               of all the business and transactions of the corporation  and
               exhibit  such  books  to  any directors  on  request  during
               business hours;

                    (f)  He shall be empowered from time to time to require
               from  all officers or  agents of the  corporation reports or
               statements  giving such  information as  he may  desire with
               respect  to  any  and  all  financial  transactions  of  the
               corporation; and

                    (g)  He shall perform in general all duties incident to
               the office of treasurer  and such other duties as  are given
               to him  by these  bylaws  or as  from time  to  time may  be
               assigned to him by the board of directors or the president.

               Section 4.12   General Manager.  The board of directors may
                              ---------------
          employ and appoint a general manager who may, or may  not, be one
          of the officers  or directors  of the corporation.   The  general
          manager, if any, shall have the following powers and duties:

                    (a)  He  shall be  the chief  executive officer  of the
               corporation and, subject  to the directions of the  board of
               directors, shall have general charge of the business affairs
               and property of the corporation and general supervision over
               its officers, employees, and agents;

                    (b)  He  shall  have the  exclusive  management of  the
               business  of the corporation and of all of its dealings, but
               at  all times  subject  to  the  control  of  the  board  of
               directors;

                    (c)  Subject to the approval  of the board of directors
               or  the executive  committee, if  any, he  shall employ  all
               employees of the corporation, or delegate such employment to
               subordinate  officers,  or such  division chiefs,  and shall
               have authority to discharge any person so employed; and

                    (d)  He  shall  make  a  report to  the  president  and
               directors quarterly,  or more often  if required  to do  so,
               setting forth the result of the operations under his charge,
               together with  suggestions looking  to  the improvement  and
               betterment of  the condition  of the corporation,  and shall
               perform  such other duties  as the board  of directors shall
               require.

               Section 4.13   Salaries.  The salaries or other compensation
                              --------
          of the officers  of the corporation shall  be fixed from time  to
          time  by the  board  of  directors,  except  that  the  board  of
          directors  may delegate  to any  person or  group of  persons the
          power  to  fix   the  salaries  or  other   compensation  of  any
          subordinate officers  or agents appointed in  accordance with the
          provisions of section 4.03 hereof.  No officer shall be prevented
          from receiving any such  salary or compensation by reason  of the
          fact that he is also a director of the corporation.

               Section 4.14   Surety Bonds.  In case the board of directors
                              ------------
          shall so require, any  officer or agent of the  corporation shall
          execute to  the corporation a  bond in  such sums  and with  such
          surety  or  sureties  as  the  board  of  directors  may  direct,
          conditioned on  the faithful  performance  of his  duties to  the
          corporation, including responsibility for negligence  and for the
          accounting  of  all  property,   monies,  or  securities  of  the
          corporation which may come into his hands.


                                      ARTICLE V.
                    EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                            AND DEPOSIT OF CORPORATE FUNDS

               Section 5.01   Execution of Instruments.  Subject to any
                              ------------------------
          limitation contained in the certificate of incorporation or these
          bylaws,  the  president  or any  vice  president  or the  general
          manager,  if  any,  may,  in  the  name  and  on  behalf  of  the
          corporation, execute and deliver any contract or other instrument
          authorized  in writing by the  board of directors.   The board of
          directors  may,  subject  to  any  limitation  contained  in  the
          certificate  of incorporation  or in  these bylaws,  authorize in
          writing  any officer or agent to execute and deliver any contract
          or other instrument in the name and on behalf of the corporation;
          any such  authorization may  be general  or confined  to specific
          instances.

               Section 5.02  Loans.  No loan or advance shall be contracted
                             -----
          on  behalf  of  the  corporation, no  negotiable  paper  or other
          evidence of its  obligation under  any loan or  advance shall  be
          issued in its  name, and no property of the  corporation shall be
          mortgaged, pledged,  hypothecated,  transferred, or  conveyed  as
          security for the payment  of any loan, advance,  indebtedness, or
          liability of the corporation, unless and except as  authorized by
          the board of directors.  Any such authorization may be general or
          confined to specific instances.

               Section 5.03   Deposits.  All monies of the corporation not
                              --------
          otherwise  employed shall be deposited  from time to  time to its
          credit in such banks or trust  companies or with such bankers  or
          other  depositories as the board  of directors may  select, or as
          from  time  to time  may  be  selected by  any  officer  or agent
          authorized to do so by the board of directors.

               Section 5.04   Checks, Drafts, Etc.  All notes, drafts,
                              --------------------
          acceptances, checks, endorsements, and, subject to the provisions
          of  these bylaws,  evidences of  indebtedness of  the corporation
          shall  be signed  by such officer  or officers  or such  agent or
          agents  of the  corporation and  in such manner  as the  board of
          directors  from time  to  time may  determine.   Endorsements for
          deposit  to the  credit of  the corporation  in any  of its  duly
          authorized depositories shall be  in such manner as the  board of
          directors from time to time may determine.

               Section 5.05  Bonds and Debentures.  Every bond or debenture
                             --------------------
          issued by the  corporation shall be  evidenced by an  appropriate
          instrument  which  shall be  signed by  the  president or  a vice
          president  and by the secretary  and sealed with  the seal of the
          corporation.  The seal  may be a facsimile, engraved  or printed.
          Where such  bond or  debenture is  authenticated with  the manual
          signature  of an authorized  officer of the  corporation or other
          trustee designated  by the indenture of trust  or other agreement
          under which  such security is issued, the signature of any of the
          corporation's officers named thereon may be a facsimile.  In case
          any officer who  signed, or  whose facsimile  signature has  been
          used on any such bond or  debenture, shall cease to be an officer
          of  the corporation  for  any reason  before  the same  has  been
          delivered  by  the  corporation,   such  bond  or  debenture  may
          nevertheless  be  adopted  by  the  corporation  and  issued  and
          delivered as though the  person who signed it or  whose facsimile
          signature  has  been  used thereon  had  not  ceased  to be  such
          officer.

               Section 5.06   Sale, Transfer, Etc. of Securities.  Sales,
                              ----------------------------------
          transfers, endorsements,  and assignments  of stocks,  bonds, and
          other  securities owned  by  or  standing  in  the  name  of  the
          corporation,  and the  execution and  delivery on  behalf of  the
          corporation of any and all instruments in writing incident to any
          such  sale,  transfer,  endorsement,  or   assignment,  shall  be
          effected  by the  president, or  by any vice  president, together
          with  the  secretary,  or  by  any  officer  or  agent  thereunto
          authorized by the board of directors.

               Section 5.07  Proxies.  Proxies to vote with respect to stock
                             -------
          of  other corporations owned  by or standing  in the  name of the
          corporation shall  be executed  and  delivered on  behalf of  the
          corporation  by  the  president or  any  vice  president  and the
          secretary or  assistant secretary of  the corporation, or  by any
          officer or agent thereunder authorized by the board of directors.


                                     ARTICLE VI.
                                    CAPITAL SHARES

               Section 6.01   Stock Certificates.  Every holder of stock in
                              ------------------
          the corporation shall  be entitled to have  a certificate, signed
          by  the  president or  any vice  president  and the  secretary or
          assistant secretary, and  sealed with  the seal (which  may be  a
          facsimile,  engraved or printed)  of the  corporation, certifying
          the number and kind, class or series of stock owned by him in the
          corporation; PROVIDED, however, that  where such a certificate is
          countersigned  by (a) a  transfer agent or  an assistant transfer
          agent, or (b)  registered by  a registrar, the  signature of  any
          such president, vice president, secretary, or assistant secretary
          may be a facsimile.   In case any officer who shall  have signed,
          or whose facsimile signature  or signatures shall have  been used
          on any such  certificate, shall cease  to be such officer  of the
          corporation,  for  any  reason,   before  the  delivery  of  such
          certificate by the corporation, such certificate may nevertheless
          be  adopted by  the corporation  and be  issued and  delivered as
          though  the person who signed it, or whose facsimile signature or
          signatures shall have  been used  thereon, has not  ceased to  be
          such officer.  Certificates representing stock of the corporation
          shall be in such form as provided by the statutes of the state of
          incorporation.  There shall be entered  on the stock books of the
          corporation at the time of issuance of each  share, the number of
          the certificate issued, the name and address of the person owning
          the  stock represented  thereby, the  number and  kind,  class or
          series of such  stock, and the date  of issuance thereof.   Every
          certificate  exchanged or  returned to  the corporation  shall be
          marked "canceled" with the date of cancellation.

               Section 6.02   Transfer of Stock.  Transfers of stock of the
                              -----------------
          corporation shall be made  on the books of the corporation by the
          holder of  record  thereof, or  by  his attorney  thereunto  duly
          authorized  by a power of  attorney duly executed  in writing and
          filed  with  the  secretary of  the  corporation  or  any of  its
          transfer  agents,   and  on  surrender  of   the  certificate  or
          certificates,   properly  endorsed   or  accompanied   by  proper
          instruments  of transfer,  representing  such stock.   Except  as
          provided  by  law,  the   corporation  and  transfer  agents  and
          registrars,  if any,  shall be  entitled to  treat the  holder of
          record  of  any  stock as  the  absolute  owner  thereof for  all
          purposes, and  accordingly shall  not be bound  to recognize  any
          legal, equitable, or other  claim to or interest in such stock on
          the part of any other person whether or not it or they shall have
          express or other notice thereof.

               Section 6.03   Regulations.  Subject to the provisions of
                              -----------
          articles  IV and V of the certificate of incorporation, the board
          of directors may make such rules and regulations as they may deem
          expedient  concerning  the  issuance,  transfer,  redemption, and
          registration of certificates for stock of the corporation.

               Section 6.04  Maintenance of Stock Ledger at Principal Place
                             ----------------------------------------------
          of Business.  A stock ledger (or ledgers where more than one kind,
          -----------
          class, or series  of stock is outstanding)  shall be kept at  the
          principal  place of business of the corporation, or at such other
          place as the board of  directors shall determine, containing  the
          names alphabetically  arranged of  original  stockholders of  the
          corporation, their addresses, their  interest, the amount paid on
          their  shares, and all transfers thereof and the number and class
          of  stock  held  by  each.    Such  stock ledgers  shall  at  all
          reasonable hours be subject to inspection by persons  entitled by
          law to inspect the same.

               Section 6.05   Transfer Agents and Registrars.  The board of
                              ------------------------------
          directors may appoint one or more transfer agents and one or more
          registrars with respect to the certificates representing stock of
          the corporation,  and may require  all such certificates  to bear
          the signature of either or both.  The board of directors may from
          time to time define the respective duties of such transfer agents
          and  registrars.  No certificate  for stock shall  be valid until
          countersigned  by  a transfer  agent,  if at  the  date appearing
          thereon  the corporation had a transfer agent for such stock, and
          until  registered by a registrar, if at such date the corporation
          had a registrar for such stock.

               Section 6.06  Closing of Transfer Books and Fixing of Record
                             ----------------------------------------------
          Date.
          ----
                    (a)  The board  of directors shall have  power to close
               the stock ledgers of the corporation  for a period of not to
               exceed  60  days  preceding  the  date  of  any  meeting  of
               stockholders, or the  date for payment  of any dividend,  or
               the date for the allotment of rights, or capital stock shall
               go into effect, or  a date in connection with  obtaining the
               consent of stockholders for any purpose.

                    (b)  In lieu of closing the stock ledgers as aforesaid,
               the  board of  directors  may fix  in  advance a  date,  not
               exceeding  60 days  preceding  the date  of  any meeting  of
               stockholders, or the  date for the payment  of any dividend,
               or the  date for the allotment  of rights, or the  date when
               any change or conversion or exchange of capital  stock shall
               go into effect, or  a date in connection with  obtaining any
               such  consent, as a record date for the determination of the
               stockholders  entitled to a notice  of, and to  vote at, any
               such  meeting and  any adjournment  thereof, or  entitled to
               receive  payment  of  any  such  dividend,  or  to  any such
               allotment of rights, or to exercise the rights in respect of
               any such change, conversion or exchange of capital stock, or
               to give such consent.

                    (c)  If the stock  ledgers shall be closed or  a record
               date  set  for  the   purpose  of  determining  stockholders
               entitled  to  notice  of   or  to  vote  at  a   meeting  of
               stockholders, such books shall be closed for  or such record
               date shall  be at least ten days  immediately preceding such
               meeting.

               Section 6.07   Lost or Destroyed Certificates.  The
                              ------------------------------
          corporation  may  issue  a  new  certificate  for  stock  of  the
          corporation in place of any certificate theretofore issued by it,
          alleged  to have  been  lost  or  destroyed,  and  the  board  of
          directors may, in their discretion, require the owner of the lost
          or destroyed  certificate or  his legal representatives,  to give
          the corporation  a bond in such  form and amount as  the board of
          directors may direct, and  with such surety or sureties as may be
          satisfactory to the board,  to indemnify the corporation  and its
          transfer  agents and registrars, if any,  against any claims that
          may be made against it or any such transfer agent or registrar on
          account  of  the  issuance  of  such  new  certificate.    A  new
          certificate may be issued without requiring any bond when, in the
          judgment of the board of directors, it is proper to do so.


                                     ARTICLE VII.
                       EXECUTIVE COMMITTEE AND OTHER COMMITTEES

               Section 7.01   How Constituted.  The board of directors may
                              ---------------
          designate an executive committee and such other committees as the
          board of directors may deem appropriate, each of which committees
          shall consist of one or more directors.  Members of the executive
          committee  and of  any such  other committee shall  be designated
          annually  at  the  annual  meeting of  the  board  of  directors;
          PROVIDED,  however, that at any  time the board  of directors may
          abolish or reconstitute the executive committee or any such other
          committee.  Each  member of  the executive committee  and of  any
          such other committee  shall hold office until his successor shall
          have been designated or  until his resignation or removal  in the
          manner provided in these bylaws.

               Section 7.02  Powers.  During the intervals between meetings
                             ------
          of the board of directors, the executive committee shall have and
          may  exercise all  powers  of  the  board  of  directors  in  the
          management of the business and affairs of the corporation, except
          for the power  to fill vacancies in the board  of directors or to
          amend these  bylaws, and except for such powers as by law may not
          be delegated by the board of directors to an executive committee.

               Section 7.03  Proceedings. The executive committee, and such
                             -----------
          other committees as may  be designated hereunder by the  board of
          directors, may  fix its  own presiding  and recording officer  or
          officers, and may  meet at such place or places,  at such time or
          times  and on  such  notice  (or  without  notice)  as  it  shall
          determine from  time to  time.   It  will keep  a  record of  its
          proceedings  and shall  report such  proceedings to the  board of
          directors  at  the  meeting  of   the  board  of  directors  next
          following.

               Section 7.04   Quorum and Manner of Acting.  At all meetings
                              ---------------------------
          of the executive committee,  and of such other committees  as may
          be designated hereunder by the  board of directors, the  presence
          of  members  constituting  a  majority of  the  total  authorized
          membership of  the committee shall be necessary and sufficient to
          constitute  a quorum for the transaction of business, and the act
          of a  majority of the members  present at any meeting  at which a
          quorum is  present  shall be  the  act of  such committee.    The
          members  of the executive committee, and of such other committees
          as may be designated  hereunder by the board of  directors, shall
          act  only as a committee and the individual members thereof shall
          have no powers as such.

               Section 7.05   Resignations.  Any member of the executive
                              ------------
          committee,  and  of such  other committees  as may  be designated
          hereunder by the board  of directors, may resign  at any time  by
          delivering  a written  resignation to  either the  president, the
          secretary, or assistant secretary, or to the presiding officer of
          the committee  of which he  is a member,  if any shall  have been
          appointed  and shall be  in office.   Unless  otherwise specified
          therein, such resignation shall take effect on delivery.

               Section 7.06   Removal.  The board of directors may at any
                              -------
          time remove any member of the executive committee or of any other
          committee designated by it hereunder either for or without cause.

               Section 7.07   Vacancies.  If any vacancy shall occur in the
                              ---------
          executive committee  or of any other committee  designated by the
          board  of directors  hereunder,  by  reason of  disqualification,
          death,  resignation,  removal,  or  removal,  or  otherwise,  the
          remaining  members  shall, until  the  filling  of such  vacancy,
          constitute the then total  authorized membership of the committee
          and continue to act, unless such committee consisted of more than
          one  member prior to  the vacancy or  vacancies and is  left with
          only one member as a result  thereof.  Such vacancy may be filled
          at any meeting of the board of directors.

               Section 7.08  Compensation.  The board of directors may allow
                             ------------
          a fixed  sum and  expenses of  attendance to  any  member of  the
          executive committee, or  of any other committee designated  by it
          hereunder,  who  is  not  an  active  salaried  employee  of  the
          corporation for attendance at each meeting of the said committee.


                                    ARTICLE VIII.
                       INDEMNIFICATION, INSURANCE, AND OFFICER
                                AND DIRECTOR CONTRACTS

               Section 8.01   Indemnification: Third Party Actions.  The
                              ------------------------------------
          corporation  shall have the power to indemnify any person who was
          or is  a  party or  is  threatened to  be  made  a party  to  any
          threatened, pending,  or completed action, suit,  or proceedings,
          whether civil, criminal,  administrative, or investigative (other
          than an  action by or in the right of the corporation), by reason
          of  the fact that he is or  was a director, officer, employee, or
          agent of the corporation, or is  or was serving at the request of
          the corporation  as a  director, officer, employee,  or agent  of
          another corporation, partnership, joint venture, trust,  or other
          enterprise,   against   expenses  (including   attorneys'  fees),
          judgments,  fines, and  amounts paid  in settlement  actually and
          reasonably incurred by  him in connection  with any such  action,
          suit, or proceeding, if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests
          of the corporation, and,  with respect to any criminal  action or
          proceeding, had  no reasonable cause  to believe his  conduct was
          unlawful.   The termination of any action, suit, or proceeding by
          judgment,  order,  settlement,  conviction,  or a  plea  of  NOLO
          CONTENDERE  or its  equivalent, shall  not, of  itself, create  a
          presumption that  the person did not  act in good faith  and in a
          manner which he  reasonably believed to be  in or not  opposed to
          the  best interests of the  corporation, and with  respect to any
          criminal action or proceeding, he had reasonable cause to believe
          that his conduct was unlawful.

               Section 8.02   Indemnification: Corporate Actions.  The
                              ----------------------------------
          corporation  shall have the power to indemnify any person who was
          or  is a  party  or  is threatened  to  be made  a  party to  any
          threatened, pending, or  completed action  or suit by  or in  the
          right  of the corporation to  procure a judgment  in its favor by
          reason  of  the fact  that  he  is or  was  a director,  officer,
          employee, or  agent of the corporation,  or is or was  serving at
          the request of the corporation as a director,  officer, employee,
          or  agent  of another  corporation,  partnership,  joint venture,
          trust,   or   other  enterprise,   against   expenses  (including
          attorneys'  fees)  actually and  reasonably  incurred  by him  in
          connection with the defense or settlement of such action or suit,
          if he acted in good faith and in a manner  he reasonably believed
          to be in or not opposed to the best interests of the corporation,
          except  that no indemnification shall  be made in  respect of any
          claim, issue, or matter  as to which such person  shall have been
          adjudged to be liable to the  corporation unless and only to  the
          extent that  the court in which  such action or suit  was brought
          shall determine on application  that, despite the adjudication of
          liability  but in  view of  all circumstances  of the  case, such
          person  is fairly and  reasonably entitled to  indemnity for such
          expenses as the court deems proper.

               Section 8.03  Determination.  To the extent that a director,
                             -------------
          officer,  employee,   or  agent  of  the   corporation  has  been
          successful on the merits  or otherwise in defense of  any action,
          suit, or proceeding referred to in sections 8.01 and 8.02 hereof,
          or in defense of any claim, issue, or matter therein, he shall be
          indemnified against expenses (including attorneys' fees) actually
          and reasonably  incurred by  him in  connection  therewith.   Any
          other indemnification under sections  8.01 or 8.02 hereof, unless
          ordered by a court, shall be made by the corporation  only in the
          specific  case on  a  determination that  indemnification of  the
          director,  officer,   employee,  or   agent  is  proper   in  the
          circumstances  because  he has  met  the  applicable standard  or
          conduct  set forth  in  sections  8.01  or  8.02  hereof.    Such
          determination  shall be made either (i) by the board of directors
          by a majority vote  of a quorum consisting of directors  who were
          not  parties to such action, suit,  or proceeding, (ii) if such a
          quorum  is not  obtainable, or,  even if  obtainable a  quorum of
          disinterested directors  so directs, by independent legal counsel
          in a written opinion,  or (iii) by the stockholders by a majority
          vote of a  quorum of stockholders at any meeting  duly called for
          such purpose.

               Section 8.04   Advances.  Expenses incurred by an officer or
                              --------
          director  in  defending  a civil  or  criminal  action,  suit, or
          proceeding may be paid by the corporation in advance of the final
          disposition  of such action, suit, or proceeding on receipt of an
          undertaking by or on behalf of such director or officer to  repay
          such amount if it shall  ultimately be determined that he  is not
          entitled to be  indemnified by the  corporation as authorized  by
          this  section.   Such expenses  incurred by  other employees  and
          agents may  be so paid on  such terms and conditions,  if any, as
          the board of directors deems appropriate.

               Section 8.05  Scope of Indemnification.  The indemnification
                             ------------------------
          and  advancement of expenses provided by, or granted pursuant to,
          sections 8.01, 8.02, and 8.04:

                    (a)  Shall not be deemed  exclusive of any other rights
               to  which those  seeking  indemnification or  advancement of
               expenses may  be entitled, under any  bylaw, agreement, vote
               of  stockholders or  disinterested directors,  or otherwise,
               both  as to action in his official capacity and as to action
               in another capacity while holding such office; and

                    (b)  Shall, unless otherwise  provided when  authorized
               or ratified,  continue as to  a person  who 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 a person.

               Section 8.06   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 and incurred by him in any such capacity or
          arising out of his status as such, whether or not the corporation
          would have the power to indemnify him against any such liability.

               Section 8.07  Officer and Director Contracts. No contract or
                             ------------------------------
          other  transaction between the corporation and one or more of its
          directors  or  officers,  or  between  the  corporation  and  any
          corporation, partnership,  association, or other  organization in
          which  one or more of the corporation's directors or officers are
          directors, officers, or have a financial interest, is either void
          or  voidable solely on the  basis of such  relationship or solely
          because   any  such  director   or  officer  is   present  at  or
          participates  in the  meeting  of the  board  of directors  or  a
          committee thereof  which authorizes the contract  or transaction,
          or solely because the  vote or votes of each  director or officer
          are counted for such purpose, if:

                    (a)  The material facts of the relationship or interest
               are  disclosed  or  known  to  the  board  of  directors  or
               committee  and   the  board  or  committee   in  good  faith
               authorizes the  contract or  transaction by  the affirmative
               votes  of a  majority  of the  disinterested directors  even
               though the disinterested directors be less than a quorum;

                    (b)  The material facts of the relationship or interest
               is disclosed or known  to the stockholders and they  approve
               or ratify the  contract or  transaction in good  faith by  a
               majority  vote  of  the   shares  voted  at  a   meeting  of
               stockholders called  for such purpose or  written consent of
               stockholders holding  a majority  of the shares  entitled to
               vote (the  votes of  the common  or interested directors  or
               officers shall be counted in any such vote of stockholders);
               or

                    (c)  The  contract or  transaction  is fair  as to  the
               corporation  at  the time  it  is  authorized, approved,  or
               ratified by the board of directors,  a committee thereof, or
               the stockholders.


                                     ARTICLE IX.
                                     FISCAL YEAR

               The  fiscal year  of  the  corporation  shall  be  fixed  by
          resolution of the board of directors.


                                      ARTICLE X.
                                      DIVIDENDS

               The  board of directors may  from time to  time declare, and
          the corporation  may pay, dividends  on its outstanding  stock in
          the  manner and  on  the terms  and  conditions provided  by  the
          certificate of incorporation and bylaws.


                                     ARTICLE XI.
                                      AMENDMENTS

               All bylaws of the corporation, whether adopted by the  board
          of directors  or the stockholders, shall be subject to amendment,
          alteration, or repeal, and new bylaws may be made, except that:

                    (a)  No  bylaw adopted or  amended by  the stockholders
               shall be altered or repealed by the board of directors; and

                    (b)  No  bylaw  shall  be   adopted  by  the  board  of
               directors  which   shall  require   more   than  the   stock
               representing  a majority of the voting power for a quorum at
               a  meeting of stockholders, or  more than a  majority of the
               votes cast to constitute  action by the stockholders, except
               where  higher percentages  are  required  by law;  PROVIDED,
               however, that

                         (i)  If any bylaw regulating an impending election
                    of directors is  adopted or amended or  repealed by the
                    board  of directors, there  shall be  set forth  in the
                    notice of the next meeting of the stockholders for  the
                    election of directors, the bylaws so adopted or amended
                    or repealed,  together with a concise  statement of the
                    changes made; and

                         (ii) No  amendment, alteration, or  repeal of this
                    article XI shall be made except by the stockholders.


          <PAGE>


                               CERTIFICATE OF SECRETARY

               The  undersigned  does  hereby   certify  that  she  is  the
          secretary  of Caldera,  Inc.,  a corporation  duly organized  and
          existing under  and  by  virtue  of the  laws  of  the  state  of
          Delaware; that the above and foregoing bylaws of said corporation
          were duly and regularly adopted as such by the board of directors
          of said corporation by unanimous consent dated September 7, 1988,
          and that the above and foregoing bylaws are now in full force and
          effect  and  supersede  and  replace  any  prior  bylaws  of  the
          corporation.

               DATED this 7th day of September, 1988.


                                         /s/ Mary Bench
                                        ------------------
                                        Mary Bench, Secretary