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                         AMENDED AND RESTATED BYLAWS OF

                       SAFEGUARD HEALTH ENTERPRISES, INC.

                            EFFECTIVE APRIL 12, 2001

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<PAGE>
                           AMENDED AND RESTATED BYLAWS

                                       OF

                       SAFEGUARD HEALTH ENTERPRISES, INC.


                                TABLE OF CONTENTS

                                                              PAGE
                                                              ----


Article 1  Offices . . . . . . . . . . . . . . . . . . . . .   1
     1.1      Registered Office and Agent. . . . . . . . . .   1
     1.2      Other Offices. . . . . . . . . . . . . . . . .   1
Article 2  Shareholders. . . . . . . . . . . . . . . . . . .   1
     2.1      Place and Manner of Meetings.. . . . . . . . .   1
     2.2      Annual Meeting.. . . . . . . . . . . . . . . .   1
     2.3      Voting List. . . . . . . . . . . . . . . . . .   1
     2.4      Special Meetings.. . . . . . . . . . . . . . .   2
     2.5      Notice.. . . . . . . . . . . . . . . . . . . .   2
     2.6      Quorum.. . . . . . . . . . . . . . . . . . . .   2
     2.7      Majority Vote; Withdrawal of Quorum. . . . . .   2
     2.8      Method of Voting.. . . . . . . . . . . . . . .   2
     2.9      Presiding Officer and Conduct of Meetings. . .   3
     2.10     Record Date; Closing Transfer Books. . . . . .   3
     2.11     Action Without Meeting.. . . . . . . . . . . .   3
Article 3  Directors . . . . . . . . . . . . . . . . . . . .   3
     3.1      Management.. . . . . . . . . . . . . . . . . .   3
     3.2      Number; Qualification; Election; Term. . . . .   3
     3.3      Chairman.. . . . . . . . . . . . . . . . . . .   4
     3.4      Change in Number.. . . . . . . . . . . . . . .   4
     3.5      Removal. . . . . . . . . . . . . . . . . . . .   4
     3.6      Vacancies. . . . . . . . . . . . . . . . . . .   4
     3.7      Election of Directors. . . . . . . . . . . . .   4
     3.8      Place and Manner of Meetings.. . . . . . . . .   4
     3.9      First Meeting. . . . . . . . . . . . . . . . .   4


<PAGE>
     3.10     Regular Meetings.. . . . . . . . . . . . . . .   5
     3.11     Special Meetings.. . . . . . . . . . . . . . .   5
     3.12     Action Without Meeting.. . . . . . . . . . . .   5
     3.13     Quorum; Majority Vote. . . . . . . . . . . . .   5
     3.14     Compensation.. . . . . . . . . . . . . . . . .   5
     3.15     Procedure. . . . . . . . . . . . . . . . . . .   5
Article 4  Committees. . . . . . . . . . . . . . . . . . . .   5
     4.1      Designation. . . . . . . . . . . . . . . . . .   5
     4.2      Procedure. . . . . . . . . . . . . . . . . . .   6
     4.3      Removal. . . . . . . . . . . . . . . . . . . .   6
Article 5  Notice. . . . . . . . . . . . . . . . . . . . . .   6
     5.1      Method.. . . . . . . . . . . . . . . . . . . .   6
     5.2      Waiver.. . . . . . . . . . . . . . . . . . . .   6
Article 6  Officers. . . . . . . . . . . . . . . . . . . . .   6
     6.1      Number.. . . . . . . . . . . . . . . . . . . .   6
     6.2      Election.. . . . . . . . . . . . . . . . . . .   6
     6.3      Other Officers.. . . . . . . . . . . . . . . .   6
     6.4      Term.. . . . . . . . . . . . . . . . . . . . .   7
     6.5      Removal. . . . . . . . . . . . . . . . . . . .   7
     6.6      Vacancies. . . . . . . . . . . . . . . . . . .   7
     6.7      Compensation.. . . . . . . . . . . . . . . . .   7
     6.8      Chairman of the Board. . . . . . . . . . . . .   7
     6.9      Chief Executive Officer. . . . . . . . . . . .   7
     6.10     Vice Chairman of the Board.. . . . . . . . . .   7
     6.11     President. . . . . . . . . . . . . . . . . . .   7
     6.12     Chief Operating Officer. . . . . . . . . . . .   7
     6.13     Vice Presidents. . . . . . . . . . . . . . . .   8
     6.14     Secretary. . . . . . . . . . . . . . . . . . .   8
     6.15     Chief Financial Officer/Treasurer. . . . . . .   8
     6.16     Assistant Officers.. . . . . . . . . . . . . .   8
     6.17     When Duties of an Officer May be Delegated.. .   8
     6.18     Officers Holding Two (2) or More Offices.. . .   8
     6.19     Filling of Offices.. . . . . . . . . . . . . .   8


<PAGE>
Article 7  Certificates, Shareholders and Stock Plans. . . .   8
     7.1      Certificates.. . . . . . . . . . . . . . . . .   8
     7.2      Replacement of Lost or Destroyed Certificates.   9
     7.3      Transfer of Shares.. . . . . . . . . . . . . .   9
     7.4      Registered Shareholders. . . . . . . . . . . .   9
     7.5      Stock Option Plans.. . . . . . . . . . . . . .   9
Article 8  Indemnification . . . . . . . . . . . . . . . . .   9
     8.1      Indemnification. . . . . . . . . . . . . . . .   9
Article 9  General Provisions. . . . . . . . . . . . . . . .  11
     9.1      Dividends and Reserves.. . . . . . . . . . . .  11
     9.2      Directors' Right of Inspection.. . . . . . . .  11
     9.3      Books and Records. . . . . . . . . . . . . . .  11
     9.4      Checks and Notes.. . . . . . . . . . . . . . .  11
     9.5      Securities of Other Corporations.. . . . . . .  11
     9.6      Fiscal Year. . . . . . . . . . . . . . . . . .  12
     9.7      Seal.. . . . . . . . . . . . . . . . . . . . .  12
     9.8      Resignation. . . . . . . . . . . . . . . . . .  12
     9.9      Amendment of Bylaws. . . . . . . . . . . . . .  12
     9.10     Table of Contents; Headings. . . . . . . . . .  12
     9.11     Construction.. . . . . . . . . . . . . . . . .  12


<PAGE>
                           AMENDED AND RESTATED BYLAWS

                                       OF

                       SAFEGUARD HEALTH ENTERPRISES, INC.

                                    ARTICLE 1

                                     OFFICES

     1.1     REGISTERED  OFFICE AND AGENT.  The registered office and registered
agent  of  SafeGuard  Health  Enterprises,  Inc. (the "Corporation") shall be as
designated  with  the  Secretary of State of the State of Delaware, as it may be
changed  from  time  to  time.

     1.2     OTHER 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 as the business of the Corporation may
require.

                                    ARTICLE 2

                                  SHAREHOLDERS

     2.1     PLACE  AND  MANNER  OF  MEETINGS.  All meetings of the shareholders
             ---------------------------------
shall  be  held at such time and place, within or without the State of Delaware,
as determined by the Board of Directors and shall be stated in the notice of the
meeting  or  in  a  duly  executed  waiver  of notice thereof.  Shareholders may
participate  in  such  meetings  by  means  of  conference  telephone or similar
communications  equipment  by  means  of  which all persons participating in the
meeting  can  hear each other, and participation in a meeting as provided herein
shall  constitute  presence  in  person  at  such meeting, except where a person
participates  in  the  meeting  for  the  express  purpose  of  objecting to the
transaction  of  any  business  on  the  ground that the meeting is not lawfully
called  or  convened.

     2.2     ANNUAL  MEETING.  An  annual  meeting  of the shareholders shall be
             ----------------
held  during  the  month of May at such time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at which
time  the shareholders shall elect a board of directors, and transact such other
business  as  may  properly  be  brought  before  the  meeting.

     2.3     VOTING  LIST.  At  least  ten  (10)  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 of each and the number
of  voting shares held by each, shall be prepared by the officer or agent having
charge  of  the  stock transfer books.  Such list, for a period of ten (10) days
prior to the meeting, shall be kept on file at a place within the city where the
meeting  is to be held and shall be subject to inspection by any shareholder for
any  purpose  germane  to  the meeting, at any time during usual business hours.
Such  list  shall  also  be  produced and kept open at the time and place of the
meeting during the whole time thereof, and shall be subject to the inspection of
any  shareholder  who  may  be  present.


<PAGE>
     2.4     SPECIAL  MEETINGS.  Special  meetings  of the shareholders, for any
             ------------------
purpose  or  purposes,  unless  otherwise  prescribed  by  statute  or  by  the
certificate of incorporation, or by these bylaws, may be called by a majority of
the  board  of  directors  properly  authorized, or the holders of not less than
twenty  percent  (20%)  of  all  the  shares  entitled  to vote at the meetings.
Business  transacted  at  all  special meetings shall be confined to the objects
stated  in  the  notice  of  the  meeting.

     2.5     NOTICE.  Except  as  otherwise  provided  or  permitted by statute,
             -------
written or printed notice stating the place, day and hour of the meeting and, in
case  of  a  special  meeting,  the purpose or purposes for which the meeting is
called,  shall be delivered not less than ten (10) nor more than sixty (60) days
before  the  date  of  the  meeting  either  personally or by mail, by or at the
direction  of  the  board of directors to each shareholder of record entitled to
vote  at  the  meeting,  provided  that such notice may be waived as provided in
Section  5.2  of  these  bylaws.  If  mailed,  such notice shall be deemed to be
delivered when deposited in the mail addressed to the shareholder at his address
as  it  appears on the records of the Corporation, with postage thereon prepaid.

     2.6     QUORUM.  The  holders  of  a  majority  of  the  shares  issued and
             -------
outstanding  and  entitled  to vote thereat, present in person or represented by
proxy  shall  be  requisite and shall constitute a quorum at all meetings of the
shareholders  for  the  transaction  of business except as otherwise provided by
statute, by the certificate of incorporation or by these bylaws.  If a quorum is
not  present  or  represented at a meeting of the shareholders, the shareholders
entitled  to vote thereat, present in person or represented by proxy, shall have
power  to  adjourn  the  meeting from time to time, until a quorum is present or
represented.  At  such  adjourned  meeting  at  which  a  quorum  is  present or
represented,  any business may be transacted which might have been transacted at
the  meeting  as  originally  notified.

     2.7     MAJORITY  VOTE;  WITHDRAWAL OF QUORUM.  When a quorum is present at
             --------------------------------------
any  meeting,  the vote of the holders of a majority of the shares having voting
power,  present  in  person  or  represented by proxy, shall decide any question
brought  before  such meeting, unless the question is one upon which, by express
provision  of  the  statutes or of the certificate of incorporation, or of these
bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.  The shareholders present at a
duly  organized  meeting  may  continue  to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  shareholders  to leave less than a
quorum.

     2.8     METHOD  OF  VOTING.  Each  outstanding  share, regardless of class,
             -------------------
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders,  except  to the extent that the voting rights of the shares of any
class  or  classes  are  limited  or  denied by the Corporation's Certificate of
Incorporation.  At  any  meeting of the shareholders each shareholder having the
right  to  vote may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact and being otherwise valid
under  Delaware  law.  Each  proxy  shall be revocable unless expressly provided
therein  to  be  irrevocable and unless otherwise made irrevocable by law.  Each
proxy  shall  be  filed with the secretary of the Corporation prior to or at the
time  of  the meeting.  Voting for directors shall be in accordance with Section
3.7  of  these  bylaws.


<PAGE>
     2.9     PRESIDING  OFFICER  AND  CONDUCT  OF MEETINGS.  The chairman of the
             ----------------------------------------------
board  of  directors shall preside at all meetings of the shareholders and shall
automatically  serve  as  chairman  of  such  meetings.  In  the  absence of the
chairman of the board of directors, then the president, chief executive officer,
or  vice  chairman,  if any, of the Corporation shall preside at the meetings of
the shareholders and shall automatically be the chairman of such meeting, unless
and  until a different person is elected by a majority of the shares entitled to
vote  at  such  meeting.  The  secretary,  or in the absence of the secretary, a
person  designated  by  the chairman of the board, shall act as secretary of the
meeting.

     2.10     RECORD  DATE;  CLOSING TRANSFER BOOKS.  The board of directors may
              --------------------------------------
fix  in  advance  a  record  date  for  the  purpose of determining shareholders
entitled  to  notice  of or to vote at a meeting of the shareholders, the record
date  to  be  not less than ten (10) nor more than sixty (60) days prior to said
meeting (but in any event not prior to the date upon which the resolution fixing
the record date is adopted by the board of directors); or the board of directors
may  close  the  stock  transfer books for such purpose for a period of not less
than  ten  (10)  nor  more  than  sixty (60) days prior to such meeting.  In the
absence of any action by the board of directors, the record date for the purpose
of  determining  shareholders  entitled  to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next preceding the day
on  which the notice is given, or, if notice is waived, at the close of business
on  the  day  next preceding the day on which the meeting is held.  The board of
directors  may  also fix, as provided or permitted by statute, a record date for
purposes of determining shareholders entitled to consent to an action in writing
without  a meeting.  If no record date has been fixed by the board of directors,
the record date for determining shareholders entitled to consent to an action in
writing  without  a  meeting  shall  be  determined  as  provided  by  statute.

     2.11     ACTION  WITHOUT  MEETING.  No  action  shall  be  taken  by  the
              -------------------------
shareholders  except at an annual or special meeting of shareholders.  No action
shall  be  taken  by  shareholders  by  written  consent.


                                    ARTICLE 3

                                    DIRECTORS

     3.1     MANAGEMENT.  The  business  and affairs of the Corporation shall be
             -----------
managed  by  the  board  of  directors  who  may exercise all such powers of the
Corporation  and  do all such lawful acts and things as are not by statute or by
the  Corporation's  Certificate  of Incorporation or by these bylaws directed or
required  to  be  exercised  or  done  by  the  shareholders.

     3.2     NUMBER;  QUALIFICATION;  ELECTION;  TERM.  The  board  of directors
             -----------------------------------------
shall consist of not less than three (3) nor more than seven (7) directors, none
of  whom shall be required to be shareholders of the Corporation or residents of
the  State  of  Delaware.  Within  the  limits specified in these bylaws and the
Corporation's  Certificate  of  Incorporation,  the number of directors shall be
determined  by  resolution of the board of directors.  The term of each director
shall  be  for  one (1) year, or until his successor is elected and qualified or
until  his  death,  resignation  or  removal.


<PAGE>
     3.3     CHAIRMAN.  The  board  of  directors  shall  at their first regular
             ---------
meeting elect one (1) of their number to act as chairman of the board.  It shall
be  the  duty  of  the  chairman  of  the  board to preside over all meetings of
shareholders  and  directors.  The  chairman of the board shall hold this office
until  the  next  regular  meeting  of  the  directors or until his successor is
elected  and  qualified.

     3.4     CHANGE  IN  NUMBER.  The  number  of  directors may be increased or
             -------------------
decreased  from time to time as provided for in these bylaws, however, any bylaw
amendment  adopted  by  the  board  of  directors  increasing  or  reducing  the
authorized  number  of  directors,  shall  require  a  resolution adopted by the
affirmative  vote  of not less than seventy-five percent (75%) of the directors,
and  any  amendment  to these bylaws shall not have the effect of shortening the
term  of  any incumbent director.  Any directorship to be filled by reason of an
increase in the number of directors may be filled by a majority of the directors
then  in  office  to  serve  until  the  next  meeting  of shareholders at which
directors  are elected or may be filled by election at an annual meeting or at a
special  meeting  of  shareholders  called  for  that  purpose.

     3.5     REMOVAL.  At  any  meeting  of  the  shareholders,  any director or
             --------
directors  may  be  removed  from  office,  without  assignment  of  any  reason
therefore,  by a majority vote of the shares or class of shares, as the case may
be, which elected the director or directors to be removed if notice of intention
to  act  upon  such  matter  shall  have  been  given in the notice calling such
meeting.  Failure  to elect directors to fill the unexpired term of the director
so  removed  shall  be  deemed  to create a vacancy or vacancies in the board of
directors.

     3.6     VACANCIES.  Any  vacancy  occurring  in  the board of directors, by
             ----------
death,  resignation, retirement, removal, increase in the number of directors or
otherwise,  may  be filled by an affirmative vote of a majority of the directors
representing  the shares or class of shares, as the case may be, then in office,
though less than a quorum of the board of directors.  A director elected to fill
a  vacancy shall be elected for the unexpired term of his predecessor in office.

     3.7     ELECTION  OF  DIRECTORS.  Directors  shall  be elected by plurality
             ------------------------
vote.  Cumulative voting shall not be permitted, unless required by law that may
be  applicable  to  the  Corporation.

     3.8     PLACE  AND MANNER OF MEETINGS.  Meetings of the board of directors,
             ------------------------------
regular  or special, may be held either within or without the State of Delaware.
Members  of  the board of directors may participate in such meetings by means of
conference  telephone  or similar communications equipment by means of which all
persons  participating in the meeting can hear each other and participation in a
meeting  as provided herein shall constitute presence in person at such meeting,
except  where  a  person  participates in the meeting for the express purpose of
objecting  to  the transaction of any business on the ground that the meeting is
not  lawfully  called  or  convened.  The  secretary,  or  in the absence of the
secretary,  a  person  designated  by  the chairman of the meeting, shall act as
secretary  of  the  meeting.

     3.9     FIRST  MEETING.  The  first meeting of each newly elected board may
             ---------------
be  held  without  further  notice  immediately  following the annual meeting of
shareholders,  and  at  the  same  place.


<PAGE>
     3.10     REGULAR  MEETINGS.  Regular meetings of the board of directors may
              ------------------
be  held  without  notice  at  such time and place as shall from time to time be
determined  by  the  board.

     3.11     SPECIAL  MEETINGS.  Special meetings of the board of directors may
              ------------------
be  called  by  the  chairman of the board, by the chief executive officer, or a
majority  of the board of directors on at least two (2) business days' notice to
each director, unless the notice is given by regular mail in which case five (5)
days'  written notice shall be required.  Notices may be delivered personally or
as  otherwise  allowed  by  Section  5.1  of  these bylaws.  Except as otherwise
expressly  provided  by  statute,  or  by  the  Corporation's  Certificate  of
Incorporation, or by these bylaws, neither the business to be transacted at, nor
the  purpose  of, any special meeting need be specified in a notice or waiver of
notice.

     3.12     ACTION  WITHOUT  MEETING.  Any  action  required  by statute to be
              -------------------------
taken  at  a meeting of the board of directors, or any action which may be taken
at  a  meeting  of  the  board of directors, may be taken without a meeting if a
consent  in  writing,  setting forth the action so taken, shall be signed by all
the  members  of the board of directors.  Such consent shall have the same force
and  effect  as  a  unanimous  vote  at  a  meeting.

     3.13     QUORUM;  MAJORITY VOTE.  At all meetings of the board of directors
              -----------------------
a  majority  of the number of directors fixed by these bylaws shall constitute a
quorum  for  the  transaction of business unless a greater number is required by
law or by the Corporation's Certificate of Incorporation.  The act of a majority
of  the  directors  present at any meeting at which a quorum is present shall be
the act of the board of directors unless the act of a greater number is required
by statute, by the certificate of incorporation or by these bylaws.  If a quorum
shall  not  be  present  at any meeting of the board 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  is  present.

     3.14     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 therefore.  Members of a special or standing
committees  may,  by  resolution  of  the  board  of  directors, be allowed like
compensation  for  attending  committee  meetings.

     3.15     PROCEDURE.  The  board  of directors shall keep regular minutes of
              ----------
its  proceedings.  The  minutes  shall  be  placed  in  the  minute  book of the
Corporation.

                                    ARTICLE 4

                                   COMMITTEES

     4.1     DESIGNATION.  The  board  of  directors  may, from time to time, by
             ------------
resolution  adopted by a majority of the whole board, designate other committees
to  consist  of two (2) or more of the directors of the Corporation, which shall
have  such powers and the members of which shall hold office for such periods as
the  board  of  directors  in  its  sole  and absolute discretion may determine.


<PAGE>
     4.2     PROCEDURE.  Any  committee so designated shall keep regular minutes
             ----------
of  its proceedings and report the same to the board of directors when required.

     4.3     REMOVAL.  Any members of any committee so designated may be removed
             --------
by  the  board  of  directors by the affirmative vote of a majority of the whole
board,  whenever  in  its judgment the best interests of the Corporation will be
served  thereby.

                                    ARTICLE 5

                                     NOTICE

     5.1     METHOD.  Whenever  by  statute  or the Corporation's Certificate of
             -------
Incorporation or these bylaws, notice is required to be given to any shareholder
or  director,  and  no provision is made as to how the notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be given
in  writing,  postage  prepaid,  addressed to the director or shareholder at the
address  appearing  on  the  books  of  the  Corporation, or in any other method
permitted by law.  Any notice required or permitted to be given by mail shall be
deemed  given  at the time when the same is thus deposited in the mails.  Notice
to  directors  may  also be given by personal telephone call to the director, by
overnight  delivery  by  a nationally recognized overnight courier service, with
such  notice  to be deemed given when delivered to the courier service addressed
to  the  director  at  his address appearing on the books of the Corporation and
with  the courier's delivery charges prepaid or provided for by the Corporation,
or  by  transmitting  such  notice by facsimile to the director at his facsimile
number on the books of the Corporation, with such notice to be deemed given when
such  facsimile  transmission  is  completed.

     5.2     WAIVER.  Whenever,  by  statute or the Corporation's Certificate of
             -------
Incorporation or these bylaws, notice is required to be given to any shareholder
or  director,  a  waiver  thereof  in  writing  signed  by the person or persons
entitled to such notice, whether before or after the time stated in such notice,
shall  be  equivalent to the giving of such notice.  Attendance of a person at a
meeting  shall  constitute  a waiver of notice of such meeting, except where the
person attends the meeting for the express purpose of objecting at the beginning
of  the  meeting  to  the  transaction  of  any business on the grounds that the
meeting  is  not  lawfully  called  or  convened.

                                    ARTICLE 6

                                    OFFICERS

     6.1     NUMBER.  Subject  to  Section  6.3, the officers of the Corporation
             -------
may  consist of a chairman of the board of directors, a chief executive officer,
a president, a chief operating officer, one or more vice presidents, a secretary
and  a  chief  financial officer/treasurer, each of whom shall be elected by the
board  of  directors.

     6.2     ELECTION.  The  board of directors, at its first meeting after each
             ---------
annual  meeting of shareholders, shall choose each of the officers designated in
these  bylaws.  None  of whom need be a member of the board, a shareholder, or a
resident  of  Delaware.

     6.3     OTHER  OFFICERS.  The  board of directors may elect or appoint such
             ----------------
other officers and agents as it shall deem necessary, who shall be appointed for
such  terms  and  shall exercise such powers and perform such duties as shall be
determined  from  time  to  time  by  the  board  of  directors.


<PAGE>
     6.4     TERM.  Each  officer of the Corporation shall hold office until his
             -----
successor  is  chosen and qualified in his stead or until his death or until his
resignation  or  removal  from  office.

     6.5     REMOVAL.  The president or any other officer of the Corporation may
             --------
be removed by the board of directors whenever in its judgment the best interests
of  the  Corporation  will  be  served thereby but such removal shall be without
prejudice  to  the  contract rights, if any, held by such individual.  Any other
employee  of  the  Corporation  may  be removed by the president whenever in his
judgment  the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.  Any  vacancy created by the removal of an officer or agent elected
by the board of directors and removed by the board of directors or the president
shall  be  filled  by  the  board  of  directors.  Election or appointment of an
officer  or  agent  or member of a committee shall not of itself create contract
rights.

     6.6     VACANCIES.  Any  vacancy  in  any  office  because  of  death,
             ----------
resignation,  removal  or otherwise, may be filled by the board of directors for
the  unexpired  portion  of  the  term.

     6.7     COMPENSATION.  The  compensation  of  all  the  officers and agents
             -------------
shall  be  fixed  by  a  compensation  committee of the board of directors to be
designated  by  the board of directors from time to time pursuant to Section 4.1
of  these  bylaws,  subject to such directives as may be prescribed from time to
time  by  the  board  of  directors.

     6.8     CHAIRMAN  OF  THE  BOARD.  The  chairman  of the board of directors
             -------------------------
shall  preside  at  all  meetings of the board of directors.  He shall have such
other  duties  as  may  be  from  time  to  time assigned to him by the board of
directors.  The  chairman  of  the board of directors need not be an employee of
the  Corporation.

     6.9     CHIEF  EXECUTIVE  OFFICER.  The  chief  executive  officer  shall,
             --------------------------
subject  to  the  power  and  authority of the board of directors, have over all
supervision,  direction  and  control  of  the  business  and  affairs  of  the
Corporation.  In  addition  to the above duties, he shall have such other duties
as  may  from  time  to  time  be  assigned  to  him  by the board of directors.

     6.10     VICE  CHAIRMAN  OF THE BOARD.  In the absence or disability of the
              -----------------------------
chairman  of  the  board,  the  vice chairman of the board of directors, if any,
shall  perform all the duties of the chairman of the board of directors and when
so  acting,  shall  have  all of the powers and duties as may be assigned to him
from  time  to  time  by  the  board of directors or prescribed by these bylaws.

     6.11     PRESIDENT.  The  president  shall  have  the  general supervision,
              ----------
direction  and  control of the business and the officers of the corporation.  He
shall also perform such other duties as may be assigned to him from time to time
by  the  board  of  directors  or  the  chief  executive  officer.

     6.12     CHIEF  OPERATING  OFFICER.  The  chief  operating  officer  shall,
              -------------------------
subject to the direction of the chief executive officer, have general charge and


<PAGE>
supervision of the operating elements of the Corporation.  He shall also perform
such  other  duties  as  may  be  assigned to him from time to time by the chief
executive  officer  or  the  board  of  directors.

     6.13     VICE  PRESIDENTS.  Executive  vice  presidents,  senior  vice
              -----------------
presidents  and  vice presidents of the Corporation shall perform such duties as
may  be  assigned  to them from time to time by the chief executive officer, the
president  or  the  chief  operating  officer.

     6.14     SECRETARY. The secretary shall keep the minutes of the meetings of
              ----------
the  shareholders,  the  board of directors and all board of directors committee
meetings.  He shall be the custodian of the corporate seal and shall affix it to
all  documents  which  he is authorized by law or the board of directors to sign
and  seal.  He  also  shall  perform such other duties as may be assigned to him
from  time  to  time  by  the chief executive officer or the board of directors.

     6.15     CHIEF  FINANCIAL  OFFICER/TREASURER.  The  chief  financial
              ------------------------------------
officer/treasurer  shall  be the principle financial officer of the corporation.
He  shall  be  responsible to the chief executive officer for the management and
supervision of all financial matters and to provide for the financial growth and
stability  of  the Corporation.  He shall also perform such additional duties as
may  be  assigned to him from time to time by the chief executive officer or the
board  of  directors.

     6.16     ASSISTANT  OFFICERS.  The  chief executive officer may appoint one
              --------------------
or more assistant secretaries, and such other assistant officers as the business
of  the Corporation may require, each of whom shall hold office for such period,
have  such  authority  and  perform such duties as may be specified from time to
time  by  the  chief  executive  officer.

     6.17     WHEN  DUTIES  OF  AN OFFICER MAY BE DELEGATED.  In the case of the
              ----------------------------------------------
absence  or  disability of an officer of the Corporation or for any other reason
that  may  seem  sufficient  to  the  chief  executive  officer  or the board of
directors,  an officer's duties and powers may be delegated to any other officer
of  the  Corporation.

     6.18     OFFICERS  HOLDING  TWO  (2)  OR MORE OFFICES.  The same person may
              ---------------------------------------------
hold  any two or more of the above-mentioned offices.  However, no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, by the Corporation's Certificate of Incorporation
or  by  these bylaws, to be executed, acknowledged or verified by any two (2) or
more  officers.

     6.19     FILLING  OF OFFICES.  The board of directors shall not be required
              --------------------
to  fill the offices of vice chairman of the board of directors, chief operating
officer,  or vice president, assistant secretary, and assistant treasurer, or to
name  any  committee until, in the opinion of the board of directors, there is a
need  for  such  offices,  committees,  or  any  of  them,  to  be  filled.

                                    ARTICLE 7

                   CERTIFICATES, SHAREHOLDERS AND STOCK PLANS

     7.1     CERTIFICATES.  Certificates  in the form determined by the board of
             -------------
directors  shall  be delivered representing all shares to which shareholders are
entitled.  Such  certificates  shall  be  consecutively  numbered,  and shall be
entered  in  the  books of the Corporation as they are issued.  Each certificate
shall  state  on  the  face  thereof  the holder's name, the number and class of


<PAGE>
shares,  the par value of shares or a statement that such shares are without par
value,  and  such  other  matters as may be required by the laws of the State of
Delaware.  They  shall  be  signed  by the president or a vice-president and the
secretary  or  assistant  secretary,  and  may  be  sealed  with the seal of the
Corporation  or  a  facsimile thereof.  If any certificate is countersigned by a
transfer  agent  or  registered  by a registrar other than the Corporation or an
employee  of  the Corporation, the signature of such officer may be a facsimile.
In  the  event  any officer, transfer agent or registrar who has signed or whose
facsimile  signature  has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may  be  issued  by  the  Corporation  with  the  same effect as if he were such
officer,  transfer  agent  or  registrar  at  the  date  of  issue.

     7.2     REPLACEMENT  OF  LOST  OR  DESTROYED  CERTIFICATES.  The  board  of
             ---------------------------------------------------
directors may direct a new certificate representing shares to be issued in place
of  any  certificate  theretofore issued by the Corporation alleged to have been
lost  or  destroyed  upon  the making of an affidavit of that fact by the person
claiming  the  certificate to be lost or destroyed.  When authorizing such issue
of  a  new  certificate,  the  board  of  directors,  in its discretion and as a
condition  precedent  to  the  issuance  thereof,  may  prescribe such terms and
conditions  as  it deems expedient, and may require such indemnities as it deems
adequate,  to protect the Corporation from any claim that may be made against it
with  respect  to  any  such certificate alleged to have been lost or destroyed.

     7.3     TRANSFER  OF SHARES.  Shares of stock shall be transferable only on
             --------------------
the  books  of  the  Corporation  by the holder thereof in person or by his duly
authorized  attorney.  Upon surrender, to the Corporation or its transfer agent,
of  a  certificate  representing  shares  duly endorsed or accompanied by proper
evidence  of succession, assignment or authority to transfer, the Corporation or
its transfer agent shall issue a new certificate to the person entitled thereto,
cancel  the  old  certificate  and  record  the  transaction  upon  its  books.

     7.4     REGISTERED  SHAREHOLDERS.  The  Corporation  shall  be  entitled to
             -------------------------
treat the holder of record of any share or shares of stock as the holder in fact
thereof,  and accordingly shall not be bound to recognize any equitable or other
claim  to  or  interest in such share or shares on the part of any other person,
whether  or  not  it  has  express  or other notice thereof, except as otherwise
provided  by  law.

     7.5     STOCK  OPTION  PLANS.  The  Corporation  may  adopt and carry out a
             ---------------------
stock  option  plan  or  agreement  providing  for  the issue and sale, for such
consideration  as  may  be  fixed,  of  its unissued shares, or of issued shares
acquired  or  to  be  acquired,  to  one  (1)  or  more  of the employees of the
Corporation  or  of  a  subsidiary  or  to a trustee on their behalf and for the
payment  for  such  shares  in  installments or at one time, and may provide for
aiding  any  such persons in paying for such shares by compensation for services
rendered,  promissory  notes  or  otherwise.

                                    ARTICLE 8

                                 INDEMNIFICATION

     8.1     INDEMNIFICATION.  The  Corporation  shall  indemnify any person who
             ----------------
was,  is,  or  is  threatened  to be made a part to a proceeding (as hereinafter
defined)  by  reason of the fact that he  (i) is or was a director or officer of
the  Corporation  or  (ii) while a director or officer of the Corporation, is or


<PAGE>
was  serving  at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee agent, or similar functionary of another
foreign  or  domestic  corporation,  partnership,  joint  venture,  sole
proprietorship,  trust,  employee  benefit  plan,  or  other  enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the same
exists or may hereafter be amended.  Such right shall be a contract right and as
such  shall  run  to  the  benefit of any director or officer who is elected and
accepts  the  position  of  director  or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this Article
8  is in effect.  Any repeal or amendment of this Article 8 shall be prospective
only  and  shall  not  limit  the  rights of any such director or officer or the
obligations of the Corporation with respect to any claim arising from or related
to  the  services of such director or officer in any of the foregoing capacities
prior  to  any  such  repeal  or  amendment to this Article 8.  Such right shall
include  the  right to be paid by the Corporation expenses incurred in defending
any  such  proceeding  in advance of its final disposition to the maximum extent
permitted  under the Delaware General Corporation Law, as the same exists or may
hereafter  be  amended.   If  a  claim  for  indemnification  or  advancement of
expenses hereunder is not paid in full by the Corporation within sixty (60) days
after  a written claim has been received by the Corporation, the claimant may at
any  time  thereafter  bring  suit against the Corporation to recover the unpaid
amount  of  the claim, and if successful in whole or in part, the claimant shall
also be entitled to be paid the expenses of prosecuting such claim.  It shall be
a  defense  to any such action that such indemnification or advancement of costs
of defense are not permitted under the Delaware General Corporation Law, but the
burden of proving such defense shall be on the Corporation.  Neither the failure
of  the  Corporation, including its board of directors or any committee thereof,
independent legal counsel, or shareholders, to have made its determination prior
to  the  commencement  of such action that indemnification of, or advancement of
costs  of  defense  to,  the claimant is permissible in the circumstances nor an
actual determination by the Corporation, including its board of directors or any
committee  thereof,  independent  legal  counsel,  or  shareholders,  that  such
indemnification  or  advancement  is  not  permissible shall be a defense to the
action  or  create a presumption that such indemnification or advancement is not
permissible.  In  the  event  of  the  death  of  any  person  having a right of
indemnification  under  the  foregoing provisions, such right shall inure to the
benefit  of  his  or  her  heirs,  executors,  administrators,  and  personal
representatives.  The rights conferred above shall not be exclusive of any other
right  which  any person may have or hereafter acquire under any statute, bylaw,
resolution  of  shareholders  or  directors,  agreement  or  otherwise.

     The  Corporation  may  additionally  indemnify any employee or agent of the
Corporation  to  the  fullest  extent  permitted  by  law.

     As  used  herein,  the  term  "proceeding" means any threatened, pending or
completed  action,  suit or proceeding, whether civil, criminal, administrative,
arbitrative  or investigative, any appeal in such an action, suit or proceeding,
and  any  inquiry  or  investigation  that could lead to such an action, suit or
proceeding.


<PAGE>
                                    ARTICLE 9

                               GENERAL PROVISIONS

     9.1     DIVIDENDS  AND  RESERVES.
             -------------------------

          9.1.1     DECLARATION  AND  PAYMENT.  Subject  to  statute  and  the
                    --------------------------
Corporation's  Certificate  of  Incorporation,  dividends may be declared by the
board of directors at any regular or special meeting and may be paid in cash, in
property, or in shares of the Corporation.  The declaration and payment shall be
at  the  discretion  of  the  board  of  directors.

          9.1.2     RECORD  DATE.  The  board  of directors may fix in advance a
                    -------------
record  date  for  the  purpose  of determining shareholders entitled to receive
payment  of  any  dividend, such record date to be not more than sixty (60) days
prior to the payment date of such dividend.  In the absence of any action by the
board  of  directors,  the  date  upon  which  the board of directors adopts the
resolution  declaring  the  dividend  shall  be  the  record  date.

          9.1.3     RESERVES.  By  resolution  the board of directors may create
                    ---------
such  reserve  or  reserves  out of the earned surplus of the Corporation as the
directors  from  time  to time, in their discretion, think proper to provide for
contingencies,  or  to equalize dividends, or to repair or maintain any property
of  the  Corporation,  or  for  any  other  purpose they think beneficial to the
Corporation,  and  the  directors  may modify or abolish any such reserve in the
manner  in  which  it  was  created.

     9.2     DIRECTORS'  RIGHT  OF  INSPECTION.  Every  director  shall have the
             ----------------------------------
right  at  any  reasonable  time  to  inspect  and  copy  all books, records and
documents  of  every  kind  and  to  inspect  the  physical  properties  of  the
Corporation  and/or its subsidiary corporations for a purpose reasonably related
to  his  position as a director as may be determined by the remaining directors.
Such  inspection  may be made in person or by agent or attorney and the right of
inspection  includes  the  right  to  copy  and  make  extracts.

     9.3     BOOKS AND RECORDS.  The Corporation shall keep correct and complete
             ------------------
books  and  records  of account and shall keep minutes of the proceedings of its
shareholders  and board of directors, and shall keep at its registered office or
principal  place  of  business,  or  at  the  office  of  its  transfer agent or
registrar,  a  record of its shareholders, giving the names and addresses of all
shareholders  and  the  number  and  class  of  the  shares  held  by  each.

     9.4     CHECKS AND NOTES.  All checks or demands for money and notes of the
             -----------------
Corporation  shall be signed by such officer or officers or such other person or
persons  as  the  board  of  directors  may  from  time  to  time  designate.

     9.5     SECURITIES  OF  OTHER  CORPORATIONS.  The  chief  executive officer
             ------------------------------------
shall  have  the  power  and  authority to transfer, endorse for transfer, vote,
consent,  or  take  any  other  action with respect to any securities of another
issuer  held  or  owned by the Corporation, and to make, execute and deliver any
waiver,  proxy  or  consent  with  respect  to any such security, subject to any
directions by the board of directors.  The chief executive officer, however, may
appoint  some  other  person  or persons to vote such shares, in which case such
person  shall be entitled to vote such shares upon the production of a certified
copy  of  such  resolution.


<PAGE>
     9.6     FISCAL  YEAR.  The fiscal year of the Corporation shall be fixed by
             -------------
resolution  of  the  board  of  directors.

     9.7     SEAL.  The  corporate seal shall have inscribed thereon the name of
             -----
the  Corporation  and  shall  be  in  such  form  as  the board of directors may
prescribe.  Said  seal  may  be  used by causing it or a facsimile thereof to be
impressed  or  affixed  or  reproduced  otherwise.

     9.8     RESIGNATION.  Any  director,  officer or agent may resign by giving
             ------------
written notice to the chief executive officer or the secretary.  The resignation
shall  take  effect  at  the time specified therein.  Unless otherwise specified
therein,  the  acceptance  of such resignation shall not be necessary to make it
effective.

     9.9     AMENDMENT  OF  BYLAWS.  The board of directors shall have the power
             ----------------------
to make, alter, amend or repeal these bylaws at any meeting at which a quorum is
present  by  an affirmative vote of the directors present at such meeting voting
so  as  to  conform  to  the  requirements  of  the Corporation's Certificate of
Incorporation,  provided  notice of the proposed repeal, alteration or amendment
is  contained  in  the  notice  of  such  meeting.

     9.10     TABLE  OF  CONTENTS; HEADINGS.  The table of contents and headings
              -----------------------------
used  in  these  bylaws  have  been  inserted  for  convenience  only and do not
constitute  matter  to  be  construed  in  interpretation.

     9.11     CONSTRUCTION.  Whenever  the  context  so  requires, the masculine
              -------------
shall  include  the  feminine  and  neuter,  and  the singular shall include the
plural,  and  conversely.  If  any  portion  of these bylaws shall be invalid or
inoperative,  then,  so  far  as  is  reasonable  and  possible:

     (a)     The  remainder  of  these  bylaws  shall  be  considered  valid and
operative;  and

     (b)     Effect  shall be given to the intent manifested by the portion held
invalid  or  inoperative.

The  undersigned  president and secretary of the Corporation hereby certify that
the  foregoing Amended and Restated Bylaws were unanimously adopted by the Board
of Directors of the Corporation on the 12th day of April, 2001, to witness which
they  have  hereunto  affixed  their  signatures.


/s/ James E. Buncher                       /s/  Ronald  I.  Brendzel
-------------------------------------      -------------------------------------
JAMES E. BUNCHER                           RONALD  I.  BRENDZEL
President and Chief Executive Officer      Senior Vice President and Secretary


<PAGE>