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                                                                       Exhibit 4

                             BRESLER & REINER, INC.

                          AMENDED AND RESTATED BY-LAWS
                          ----------------------------


                                    ARTICLE I

                                     OFFICES

            Section 1.    The registered office shall be located at Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

            Section 2.    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

                            MEETINGS OF SHAREHOLDERS

            Section 1.    All meetings of the shareholders shall be held at such
place within or without the State of Delaware, as may from time to time be fixed
or determined by the board of directors. One (1) or more shareholders may
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting may hear each other.

            Section 2.    An annual meeting of the shareholders shall be held no
earlier than ninety (90) days after the fiscal year end and no later than one
hundred eighty (180) days after the fiscal year end, at which the shareholders
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.

            Section 3.    Special meetings of the shareholders, for any purpose
or purposes, including but not limited to the election of new directors, may be
called at any time by the chief executive officer, president, a majority of the
board of directors, or by the holders of not less than ten percent (10%) of all
the shares issued and outstanding and entitled to vote at the particular
meeting, upon written request delivered to the secretary of the corporation.
Such request shall state the purpose or purposes of the proposed meeting. Upon
receipt of any such request, it shall be the duty of the secretary to call a
special meeting of the shareholders to be held at such time, not more than
fifteen (15) days thereafter, as the secretary may fix. If the secretary shall
neglect to issue such call, the person or persons making the request may issue
the call.

            Section 4.    Written notice of every meeting of the shareholders,
specifying the place, date and hour and the general nature of the business of
the meeting, shall be served upon or mailed, postage prepaid, not less than five
(5) nor more than fifty (50) days prior to the meeting, unless a greater period
of notice is required by statute, to each shareholder entitled to vote thereat.

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            Section 5.    The officer having charge of the transfer books for
shares of the corporation shall prepare and make, at least three (3) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, with the address and the
number of shares held by each shareholder, which list shall be kept on file at
the registered office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting.

            Section 6.    Business transacted at all special meetings of
shareholders shall be limited to the purposes stated in the notice.

            Section 7.    The holders of fifty-one percent (51%) of the issued
and outstanding shares entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
certificate of incorporation or by these by-laws. If, however, any meeting of
shareholders can not be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
the power, except as otherwise provided by statute, to adjourn the meeting to
such time and place as they may determine, but in the case of any meeting called
for the election of directors such meeting may be adjourned only from day to day
or for such longer periods not exceeding fifteen (15) days each as the holders
of a majority of the shares present in person or by proxy shall direct. At any
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.

            Section 8.    When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares having voting
powers, present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one upon which, by express
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a different vote is required in which case such express provisions
shall govern and control the decisions of such question.

            Section 9.    Each shareholder shall at every meeting of the
shareholders be entitled to one (1) vote in person or by proxy for each share
having voting power held by such shareholder, but no proxy shall be valid after
three (3) years from its date, unless coupled with an interest, and, except
where the transfer books of the corporation have been closed or a date has been
fixed as a record date for the determination of its shareholders entitled to
vote, transferees of shares which are transferred on the books of the
corporation within ten (10) days next preceding the date of such meeting shall
not be entitled to vote at such meeting.

            Section 10.   In advance of any meeting of shareholders, the board
of directors may appoint judges of election, who need not be shareholders, to
act at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may and, on the request of any
shareholder or his/her proxy, shall make such appointment at the meeting. The
number of judges shall be one (1) or three (3). If appointed at a meeting on the
request of one (1) or more shareholders or proxies, the majority of shares
present and entitled to vote shall determine

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whether one (1) or three (3) judges are to be appointed. No person who is a
candidate for office shall act as a judge. The judges of election shall do all
such acts as may be proper to conduct the election or vote with fairness to all
shareholders, and shall make a written report of any matter determined by them
and execute a certificate of fact found by them, if requested by the chairman of
the meeting or any shareholder or his/her proxy. If there be three (3) judges of
election the decisions, act or certificate of a majority, shall be effected in
all respects as the decision, act or certificate of all.

            Section 11.   Any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders who would
be entitled to vote at a meeting for such purpose and shall be filed with the
secretary of the corporation.

                                   ARTICLE III

                                    DIRECTORS

            Section 1.    The number of directors which shall constitute the
whole board shall be not less than three (3) nor more than nine (9). The
directors shall be elected at the annual meeting of the shareholders except as
provided in Section 2 of this article, and each director shall serve at the
pleasure of the shareholders. Directors need not be shareholders.

            Section 2.    Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled by a
majority of the remaining members of the board (or by a solo director if only
one remains), though less than a quorum and each person so elected shall be a
director until his/her successor is elected by the shareholders, who may make
such election at the next annual meeting of the shareholders or at any special
meeting duly called for that purpose and held prior thereto. Any shareholder or
shareholders holding at least ten percent (10%) of all the shares issued and
outstanding may call for a special meeting of the shareholders for the purpose
of removing any or all of the directors and/or electing new directors.

            Section 3.    The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised and
done by the shareholders.


                       MEETINGS OF THE BOARD OF DIRECTORS

            Section 5.    The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. One (1) or more directors may participate in a meeting of the board or
of a committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

            Section 6.    The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the
shareholders at the meeting at which such directors

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were elected and no notice of such meeting shall be necessary in order legally
to constitute the meeting, provided a majority of the whole board shall be
present. In the event of the failure of the shareholders to fix the time or
place of such first meeting of the newly elected board of directors, or in the
event such meeting is not held at the time and place so fixed by the
shareholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for such meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

            Section 7.    Regular meetings of the board of directors may be held
(i) at such time and at such place as shall from time to time be determined by
resolution of at least a majority of the board at a duly convened meeting, or
(ii) as specified in a written notice given by any officer to the Directors at
least five (5) days prior to the date of such meeting.

            Section 8.    Special meetings of the board of directors may be held
at such time and at such place as may be specified in a written notice given by
any officer at least three (3) days prior to such meeting.

            Section 9.    At all meetings of the board a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the board of
directors, except as may be otherwise specifically provided by the statute or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

            Section 10.   If all the directors shall severally or collectively
consent in writing to any action to be taken by the corporation, such action
shall be as valid a corporate action as though it had been authorized at a
meeting of the board of directors.

                                   COMMITTEES

            Section 11.   The board of directors may, by resolution adopted by a
majority of the whole board, designate one (1) or more committees. Each
committee shall consist of one (1) or more of the directors of the corporation.
The board may designate one (1) or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee to the extent provided in such resolution or
in these by-laws, shall have and exercise the authority of the board of
directors in the management of the business and affairs of the corporation. In
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may appoint another
director to act at the meeting in the place of any such absent or disqualified
member. The committees shall keep regular minutes of the proceedings and report
the same to the board when required.

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                            COMPENSATION OF DIRECTORS

            Section 12.   Directors as such shall not receive any stated salary
for their services but, by resolution of the board, a fixed sum, and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the board or at meetings of the executive committee; provided
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                     NOTICES

            Section 1.    Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed, postage
prepaid. Notice to directors may also be given by telegram.

            Section 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

            Section 1.    The officers of the corporation shall be chosen by the
board of directors and shall be a chief executive officer, a president, a chief
operating officer, a secretary and a treasurer. The board of directors may also
choose one (1) or more vice-presidents and one (1) or more assistant secretaries
and assistant treasurers. Any number of the aforesaid offices may be held by the
same person.

            Section 2.    The board of directors, immediately after each annual
meeting of shareholders, shall elect a chief executive officer and a president,
both or either of whom may, but need not be a director, and the board shall also
annually choose a secretary and a treasurer who need not be members of the
board.

            Section 3.    The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

            Section 4.    The salaries of all officers of the corporation shall
be fixed by the board of directors.

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            Section 5.    The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.


                           THE CHIEF EXECUTIVE OFFICER

            Section 6.    The chief executive officer shall be the chief
executive officer of corporation and the chairman of the board of directors, and
shall have full power and authority over the business and affairs of
corporation. The chief executive officer is authorized to execute contracts,
notes, deeds of trust and other documents on behalf of corporation, which
authority he may delegate to other officers in his sole discretion.

                                  THE PRESIDENT

            Section 7.    The president shall have the power and authority
generally conferred upon the president of a corporation, and shall perform such
other duties and have such other powers as the board of directors and/or the
chief executive officer may from time to time prescribe. In the absence or
disability of the chief executive officer, the president shall temporarily act
as the chief executive officer of the corporation. The president is authorized
to execute contracts, notes, deeds of trust and other documents on behalf of the
corporation.

                           THE CHIEF OPERATING OFFICER

            Section 8.    The chief operating officer shall be the chief
operating officer of the corporation, shall have general and active management
of the operations of the corporation and shall see that all orders and
directions of the chief executive officer and president are carried into effect.
The chief operating officer shall report to the chief executive officer. The
chief operating officer is authorized to execute contracts, notes, deeds of
trust and other documents on behalf of the corporation.

                               THE VICE-PRESIDENTS

            Section 9.    The vice-president, if one (1), or if there shall be
more than one (1), the vice-presidents, in the order determined by the board of
directors, shall, in the absence or disability of the chief executive officer,
president and chief operating officer, perform the duties and exercise the
powers of the chief executive officer, and shall perform such other duties and
have such other powers as the board of directors and/or the chief executive
officer may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

            Section 10.   The secretary shall attend all meetings of the board
of directors and all meetings of the shareholders and record all proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the executive committee
when required. The secretary shall give, or cause to be given, notice of all

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meetings of the shareholders and special meetings of the board of directors, and
shall perform such other duties as may prescribe by the board of directors
and/or the president, under whose supervision the secretary shall be. The
secretary shall keep in safe custody the seal of the corporation and, when
authorized by the board of directors or the chief executive officer, affix the
same to any instrument requiring it and, when so affixed, it shall be attested
by the secretary's signature or by the signature of an assistant secretary.

            Section 11.   The assistant secretary, if one (1), or if there be
more than one (1), the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of the secretary,
perform such other duties and have such other powers as the board of directors
and/or the chief executive officer may from time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

            Section 12.   The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may designate by chief executive officer or the board of
directors.

            Section 13.   The treasurer shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, and shall render to the chief executive officer and the
board of directors, at its regular meetings, or when the chief executive officer
or board of directors so requires, an account of all the treasurer's
transactions as treasurer and of the financial condition of the corporation.

            Section 14.   If required by chief executive officer or the board of
directors, the treasurer shall give the corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of the office of the treasurer and for
the restoration to the corporation, in case of the treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers
money and other property of whatever kind in the treasurer's possession or under
the treasurer's control belonging to the corporation.

            Section 15.   The assistant treasurer, if one (1), or if there shall
be more than one (1), the assistant treasurers, in the order determined by the
board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors and/or
the chief executive officer may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

            Section 1.    The certificates of shares of the corporation shall be
numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder

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and the number and class of shares and the series, if any, represented thereby
and the par value of each share or a statement that such shares are without par
value as the case may be. If more than one (1) class of shares is authorized,
the certificate shall state that the corporation will furnish to any
shareholder, upon request and without charge, a full or summary statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued, and the variations thereof between the
shares of each series, and the authority of the board of directors to fix and
determine the relative rights and preferences of subsequent series.

            Section 2.    Every share certificate shall be signed by the chief
executive officer and the secretary or an assistant secretary or the treasurer
or an assistant treasurer and shall be sealed with the corporate seal which may
be facsimile, engraved or printed.

                                LOST CERTIFICATES

            Section 3.    The board of directors shall direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, destroyed or
wrongfully taken, upon the making of an affidavit of that fact by the person
claiming the share certificate to be lost, destroyed or wrongfully taken. When
authorizing the issuance of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or the owner's legal representative, to advertise
the same in such manner as it shall require and give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate or certificates alleged
to have been lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES

            Section 4.    Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. No transfer shall be made in a manner inconsistent
with the provisions of Article VIII of the Delaware Uniform Commercial Code and
its amendments and supplements.

                            CLOSING OF TRANSFER BOOKS

            Section 5.    The board of directors may fix a time, not more than
fifty (50) days prior to the date of any meeting of shareholders or the date
fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of and to vote at any such meeting or
entitled to receive payment of any such dividend or distribution or to receive
any such allotment of rights or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the

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books of the corporation after any record date so fixed. The board of directors
may close the books of the corporation against transfers of shares during the
whole or any part of such period and in such case written or printed notice
thereof shall be mailed at least ten (10) days before the closing thereof to
each shareholder of record at the address appearing on the records of the
corporation or supplied by the shareholder to the corporation for the purpose of
notice.

                             REGISTERED SHAREHOLDERS

            Section 6.    The corporation shall be entitled to treat the holder
of record of any share or shares as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, and shall not be liable for any registration or
transfer of shares which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with actual knowledge that a
fiduciary or nominee of a fiduciary is committing a breach of trust in
requesting such registration or transfer, or with knowledge of such facts that
its participation therein amounts to bad faith.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

            Section 1.    Dividends upon the shares of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in its shares, subject to the
provisions of the certificate of incorporation.

            Section 2.    Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                        FINANCIAL REPORT TO SHAREHOLDERS

            Section 3.    The directors shall not be required to send, or cause
to be sent, to the shareholders, a financial report as of the closing date of
the preceding fiscal year.

                                     CHECKS

            Section 4.    All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other persons or
persons as the board of directors may from time to time designate.

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                                   FISCAL YEAR

            Section 5.    The fiscal year of the corporation shall be determined
by the board of directors.

                                 CORPORATE SEAL

            Section 6.    The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.


                                  ARTICLE VIII

                  INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC.

            Section 1.    Each person who at any time is or shall have been a
director or officer of the corporation or any its subsidiaries, or is or shall
otherwise have been serving at the written request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and the heirs, executors and administrators
of each such person, shall be indemnified by the corporation in accordance with
and to the fullest extent permitted by the Delaware General Corporation Law as
in effect at the time of the adoption of these by-laws or as amended from time
to time. The foregoing right of indemnification shall not be deemed exclusive of
other rights to which any director, officer, employee, agent or other person may
be entitled in any capacity as a matter of law or under any by-law, agreement,
vote of stockholders or directors, or otherwise. The corporation may purchase
and maintain insurance on behalf of any person to the fullest extent permitted
by the Delaware General Corporation Law as in effect at the time of the adoption
of these by-laws or as amended from time to time.

            Section 2.    Reasonable expenses incurred by a director or officer
who was, is, or is threatened to be made a named defendant or respondent in a
proceeding shall be paid or reimbursed by the corporation, in advance of the
final disposition of the proceeding and without the determination required by
the Delaware General Corporation Law, after the corporation receives a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification under the Delaware General
Corporation Law and a written undertaking by or on behalf of the director or
officer to repay the amount paid or reimbursed if it is ultimately determined
that he has not met that standard or if it is ultimately determined that
indemnification of the director or officer against expenses incurred by him in
connection with that proceeding is prohibited by the Delaware General
Corporation Law. The written undertaking must be an unlimited general obligation
of the director or officer but need not be secured. It may be accepted without
reference to financial ability to make repayment.

            Section 3.    Any indemnification of or advance of expenses to a
director in accordance with this article shall be reported in writing to the
shareholders with or before notice or waiver of notice of the next shareholders'
meeting or with or before the next submission to the shareholders

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of a consent to action without a meeting, and, in any case, within the twelve
(12) month period immediately following the date of indemnification or advance.


                                   ARTICLE IX

                                   AMENDMENTS

            Section 1.    These by-laws may be altered, amended or repealed by a
majority vote of the shareholders entitled to vote thereon at any regular or
special meeting duly convened after notice to the shareholders of that purpose
or by a unanimous consent in writing of the shareholders, or by a majority vote
of the members of the board of directors at any regular or special meeting duly
convened after notice to the directors of that purpose or by a unanimous consent
in writing of the directors, subject always to the power of the shareholders to
change such action by the directors.










                                              Approved by the Board of Directors
                                              on 13th day of November, 2001.




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