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                                                                     EXHIBIT 3.2

                                    BYLAWS
                                    ------

                                      OF

                             ASCEND MEDICAL CORP.

                           (A DELAWARE CORPORATION)

                                   ARTICLE 1
                                    OFFICES

        Section 1.01.  Offices.  The Corporation may have offices at such 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 2
                           MEETINGS OF STOCKHOLDERS

        Section 2.01.  Place of Meeting.  Meetings of the stockholders shall be 
held at such place, within the State of Delaware or elsewhere, as may be fixed 
from time to time by the Board of Directors.  If no place is so fixed for a 
meeting, it shall be held at the Corporation's then principal executive office.

        Section 2.02.  Annual Meeting.  The annual meeting of stockholders shall
be held, unless the Board of Directors shall fix some other hour or date 
therefor, at 11:00 o'clock A.M. on the third Monday of April in each year, if 
not a legal holiday under the laws of Delaware, and, if a legal holiday, then on
the next succeeding secular day not a legal holiday under the laws of Delaware, 
at which the stockholders shall elect by plurality vote a Board of Directors, 
and transact such other business as may properly be brought before the meeting.

        Section 2.03.  Notice of Annual Meetings.  Written notice of the annual 
meeting stating the place, date and hour of the meeting shall be given to each 
stockholder entitled to vote at such meeting not less than 10 days nor more 
than 60 days before the date of the meeting.

        Section 2.04.  List of Stockholders.  The officer who has charge of the 
stock ledger of the Corporation shall prepare and make, at least 10 days before 
every meeting of stockholders, a complete list of stockholders entitled to vote 
at the meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose 
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the

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meeting is to be held, which place shall be so 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.

        Section 2.05.  Special Meetings.  Special meetings of the stockholders, 
for any purpose or purposes, unless otherwise prescribed by statute or by the 
Certificate of Incorporation, may be called by the Chairman of the Board or the 
President and shall be called by the President or Secretary at the request in 
writing of a majority of the Board of Directors.  Such request shall state the 
purpose or purposes of the proposed meeting.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

        Section 2.06.  Notice of Special Meetings.  Written notice of a special 
meeting stating the place, date and hour of the meeting and the purpose or 
purposes for which the meeting is called, shall be given to each stockholder 
entitled to vote at such meeting not less than 10 days nor more than 60 days 
before the date of the meeting.

        Section 2.07.  Quorum; Voting.  The holders of a majority of the stock 
issued and outstanding and entitled to vote thereat, present in person or 
represented by proxy, shall constitute a quorum at all meetings of the 
stockholders for the transaction of business except as otherwise 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 thirty 
(30) days, or if after the adjournment a new record date is fixed for the 
adjourned meeting, a notice of the adjourned meeting shall be given to each 
stockholder of record entitled to vote at the meeting.  When a quorum is present
at any meeting, except for elections of directors, which shall be decided by 
plurality vote, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question 
brought before such meeting, unless the question is one upon which by express 
provision of statute 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.  Unless otherwise provided in the Certificate of 
Incorporation, each stockholder shall at every meeting of 

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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, but no shares shall 
be voted pursuant to a proxy more than three (3) years after the date of the 
proxy unless the proxy provides for a longer period.

        Section 2.08.  Action Without a Meeting.  Unless otherwise restricted by
the Certificate of Incorporation, any action required or permitted to be taken 
at any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing 
setting forth the action so taken shall be signed by the 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 and shall be delivered to the Corporation by
delivery to its registered office in the State, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which 
proceedings of meetings of stockholders are recorded.  Delivery made to the 
Corporation's registered office shall be by hand or by certified or registered 
mail, return receipt requested.  Every written consent shall bear the date of 
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 
sixty days after the earliest dated consent delivered in the manner required by 
this Section to the Corporation, written consents signed by a sufficient number 
of stockholders to take action are delivered in the manner required by this 
Section to the Corporation.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE 3
                                   DIRECTORS

        Section 3.01.  Number and Term of Office.  The number of directors of 
the Corporation shall be such number as shall be designated from time to time by
resolution of the Board of Directors and initially shall be one.  The directors 
shall be elected at the annual meeting of the stockholders, except as provided 
in Section 3.02 hereof.  Each director elected shall hold office for a term of 
one year and shall serve until his successor is elected and qualified or until 
his earlier death, resignation or removal.  Directors need not be stockholders.

        Section 3.02.  Vacancies.  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

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and shall qualify, unless sooner displaced.  If there are no directors in 
office, then an election of directors may be held in the manner provided by 
statute.  If, at the time of filling any vacancy or any newly created 
directorship, the directors then in office shall constitute less than a 
majority of the whole board (as constituted immediately prior to any such 
increase), the Court of Chancery may, upon application of any stockholder or 
stockholders holding at least 10 percent of the total number of the shares at 
the time outstanding having the right to vote for such directors, summarily 
order an election to be held to fill any such vacancies or newly created 
directorships, or to replace the directors chosen by the directors then in 
office.

        Section 3.03.  Resignations.  Any director may resign at any time by 
giving written notice to the Board of Directors, the Chairman of the Board, if 
there is one, the President, or the Secretary.  Such resignation shall take 
effect at the time of receipt thereof or at any later time specified therein; 
and, unless otherwise specified therein, the acceptance of such resignation 
shall not be necessary to make it effective.

        Section 3.04.  Direction of Management.  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 3.05.  Place of Meetings.  The Board of Directors of the 
Corporation may hold meetings, both regular and special, either within or 
without the State of Delaware.

        Section 3.06.  Annual Meeting.  Immediately after each annual election 
of directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where 
such election of directors was held or, if notice of such meeting is given, at 
the place specified in such notice.  Notice of such meeting need not be given.  
In the absence of a quorum at said meeting, the same may be held at any other 
time and place which shall be specified in a notice given as hereinafter 
provided for special meetings of the Board of Directors, or as shall be 
specified in a written waiver signed by the directors, if any, not attending and
participating in the meeting.

        Section 3.07.  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.

        Section 3.08.  Special Meetings.  Special meetings of the Board of 
Directors may be called by the Chairman of the Board, if there is one, or the 
President on two (2) days' notice

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to each director; either personally (including telephone), or in the manner 
specified in Section 4.01; special meetings shall be called by the Chairman of 
the Board, if there is one, or the President or the Secretary in like manner and
on like notice on the written request of two (2) directors.

        Section 3.09.  Quorum; Voting.  At all meetings of the Board, a majority
of the directors shall constitute a quorum for the transaction of business; and 
at all meetings of any committee of the Board, a majority of the members of such
committee shall constitute a quorum for the transaction of business.  The act of
a majority of the directors present at any meeting of the Board of Directors or 
any committee thereof at which there is a quorum present shall be the act of the
Board of Directors or such committee, as the case may be, except as may be 
otherwise specifically provided by statute or by the Certificate of 
Incorporation.  If a quorum shall not be present at any meeting of the Board of 
Directors or committee thereof, 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 3.10.  Action Without a Meeting.  Any action required or 
permitted to be taken at any meeting of the Board of Directors or of any 
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or 
writings are filed with the minutes of proceedings of the Board or committee.

        Section 3.11.  Participation in Meetings.  One or more directors may 
participate in any meeting of the Board or committee thereof by means of 
conference telephone or similar communications equipment by which all persons 
participating can hear each other.

        Section 3.12.  Committees of Directors.  The Board of Directors may, by 
resolution passed by a majority of the whole Board, designate one or more 
committees, each committee to consist of one or more of the directors of the 
Corporation.  The Board may designate one 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 the 
resolution, shall have and may exercise all of the powers and authority of the 
Board of Directors and may authorize the seal of the Corporation to be affixed 
to all papers which may require it, but no such committee shall have the power 
or authority in reference to amending the Certificate of Incorporation (except 
that a committee may, to the extent authorized in the resolution providing for 
the issuance of shares of stock adopted by the Board of Directors, fix any 
preferences or rights of such shares relating to dividends, redemption,

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dissolution, any distribution of assets of the Corporation or the conversion 
into, or the exchange of such shares for, shares of any other class or classes 
or any other series of the same or any other class or classes of stock of the 
Corporation), adopting an agreement of merger or consolidation, recommending to 
the stockholders the sale, lease or exchange of all or substantially all of the 
Corporation's property and assets, recommending to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution expressly so provides, no 
such committee shall have the power or authority to declare a dividend, to 
authorize the issuance of stock, or to adopt a certificate of ownership and 
merger.  Such committee or committees shall have such name or names as may be 
determined from time to time by resolution adopted by the Board of Directors.  
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when requested.

        Section 3.13.  Compensation of Directors.  Each director shall be 
entitled to receive such compensation, if any, as may from time to time be fixed
by the Board of Directors.  Members of special or standing committees may be 
allowed like compensation for attending committee meetings.  Directors may also 
be reimbursed by the Corporation for all reasonable expenses incurred in 
traveling to and from the place of each meeting of the Board or of any such 
committee or otherwise incurred in the performance of their duties as directors.
No payment referred to herein shall preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE 4
                                    NOTICES

        Section 4.01.  Notices.  Whenever, under the provisions of law or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given 
to any director or stockholder, such requirement shall not be construed to 
necessitate personal notice.  Such notice may in every instance be effectively 
given by depositing a writing in a post office or letter box, in a postpaid, 
sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex 
or by delivering a writing in a sealed wrapper prepaid to a courier service 
guaranteeing delivery within 2 business days, in each case addressed to such 
director or stockholder, at his address as it appears on the records of the 
Corporation in the case of a stockholder and at his business address (unless he 
shall have filed a written request with the Secretary that notices be directed 
to a different address) in the case of a director.  Such notice shall be deemed 
to be given at the time it is so dispatched.

        Section 4.02.  Waiver of Notice.  Whenever, under the provisions of law 
or of the Certificate of Incorporation or of

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these Bylaws, notice is required to be given, a waiver thereof in writing, 
signed by the person or persons entitled to said notice, whether before or after
the time of the event for which notice is to be given, shall be deemed 
equivalent thereto.  Neither the business nor the purpose of any meeting need be
specified in such a waiver.

                                   ARTICLE 5
                                   OFFICERS

        Section 5.01.  Number.  The officers of the Corporation shall be a 
President, a Secretary and a Treasurer, and may also include a Chairman of the 
Board, one or more Vice Presidents, one or more Assistant Secretaries and 
Assistant Treasurers, and such other officers as may be elected by the Board of 
Directors.  Any number of offices may be held by the same person.

        Section 5.02.  Election and Term of Office.  The officers of the 
Corporation shall be elected by the Board of Directors.  Officers shall hold 
office at the pleasure of the Board.

        Section 5.03.  Removal.  Any officer may be removed at any time by the 
Board of Directors.  Any vacancy occurring in any office of the Corporation may 
be filled by the Board of Directors.

        Section 5.04.  Chairman of the Board.  The Chairman of the Board, if 
there is one, shall preside at all meetings of the Board of Directors and shall 
perform such other duties, if any, as may be specified by the Board from time to
time.

        Section 5.05.  President.  The President shall be the chief executive 
officer of the Corporation and shall have overall responsibility for the 
management of the business and operations of the Corporation and shall see that 
all orders and resolutions of the Board are carried into effect.  In the absence
of the Chairman of the Board he shall preside over meetings of the Board of 
Directors.  In general, he shall perform all duties incident to the office of 
President, and such other duties as from time to time may be assigned to him by 
the Board.

        Section 5.06.  Vice Presidents.  The Vice Presidents shall perform such 
duties and have such authority as may be specified in these Bylaws or by the 
Board of Directors or the President.  In the absence or disability of the 
President, the Vice Presidents, in order of seniority established by the Board 
of Directors or the President, shall perform the duties and exercise the powers 
of the President.

        Section 5.07.  Secretary.  The Secretary shall attend all meetings of 
the Board of Directors and all meetings of the 

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stockholders and record all the proceedings of the meetings of the stockholders 
and of the Board of Directors in a book to be kept for that purpose and shall 
perform like duties for the standing committees when required.  He shall give, 
or cause to be given, notice of all meetings of the stockholders and special 
meetings of the Board of Directors, and shall perform such other duties as may 
be prescribed by the Board of Directors or the President.  He shall have custody
of the corporate seal of the Corporation and he, or an Assistant Secretary, 
shall have authority to affix the same to any instrument, and when so affixed it
may be attested by his signature or by the signature of such Assistant 
Secretary.  The Board of Directors may give general authority to any other 
officer to affix the seal of the Corporation and to attest the affixing by his 
signature.

        Section 5.08.  Assistant Secretaries.  The Assistant Secretary or 
Secretaries shall, in the absence or disability of the Secretary, perform the 
duties and exercise the authority of the Secretary and shall perform such other 
duties and have such other authority as the Board of Directors or the President 
may from time to time prescribe.

        Section 5.09.  Treasurer.  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 monies and other valuable effects in the name and to the credit of 
the Corporation in such depositories as may be designated by the Board of 
Directors.  He shall disburse the funds of the Corporation as may be ordered by 
the Board of Directors or the President or the Chief Financial Officer, taking 
proper vouchers for such disbursements, and shall render to the Board of 
Directors when the Board so requires, an account of all his transactions as 
Treasurer and of the financial condition of the Corporation.

        Section 5.10.  Assistant Treasurers.  The Assistant Treasurer or 
Treasurers shall, in the absence or disability of the Treasurer, perform the 
duties and exercise the authority of the Treasurer and shall perform such other 
duties and have such other authority as the Board of Directors may from time to 
time prescribe.

                                   ARTICLE 6
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 6.01.  Indemnification.  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 proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the 
Corporation, or is or was serving while a director or officer of

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the Corporation at the request of the Corporation as a director, officer, 
employee, agent, fiduciary or other representative of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise, 
shall be indemnified by the Corporation against expenses (including attorneys' 
fees), judgments, fines, excise taxes and amounts paid in settlement actually 
and reasonably incurred by such person in connection with such action, suit or 
proceeding to the full extent permissible under Delaware law.

        Section 6.02.  Advances.  Any person claiming indemnification within the
scope of Section 6.01 shall be entitled to advances from the Corporation for 
payment of the expenses of defending actions against such person in the manner 
and to the full extent permissible under Delaware law.

        Section 6.03.  Procedure.  On the request of any person requesting 
indemnification under Section 6.01, the Board of Directors or a committee 
thereof shall determine whether such indemnification is permissible or such 
determination shall be made by independent legal counsel if the Board or 
committee so directs or if the Board or committee is not empowered by statute to
make such determination.

        Section 6.04.  Other Rights.  The indemnification and advancement of 
expenses provided by this Article 6 shall not be deemed exclusive of any other 
rights to which those seeking indemnification or advancement of expenses may be 
entitled under any insurance or other agreement, vote of shareholders or 
disinterested directors or otherwise, both as to actions in their official 
capacity and as to actions in another capacity while holding an office, and 
shall continue as to a person who has ceased to be a director or officer and 
shall inure to the benefit of the heirs, executors and administrators of such 
person.

        Section 6.05.  Insurance.  The Corporation shall have power to 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, agent, fiduciary or
other representative of another corporation, partnership, joint venture, trust, 
employee benefit plan 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 such liability under the provisions of these Bylaws.

        Section 6.06.  Modification.  The duties of the Corporation to indemnify
and to advance expenses to a director or officer provided in this Article 6 
shall be in the nature of a contract between the Corporation and each such 
director or officer, and no amendment or repeal of any provision of this

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Article 6 shall alter, to the detriment of such director or officer, the right 
of such person to the advancement of expenses or indemnification related to a 
claim based on an act or failure to act which took place prior to such 
amendment, repeal or termination.

                                   ARTICLE 7
                             CERTIFICATES OF STOCK

        Section 7.01.  Stock Certificates.  Every holder of stock in the 
Corporation shall be entitled to have a certificate in the form prescribed by 
the Board of Directors signed on behalf of the Corporation by the Chairman of 
the Board or the President or a Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares owned by him in the Corporation.
Any or all signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate 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 such person were such officer,
transfer agent, or registrar at the date of issue.

        Section 7.02.  Lost Certificates.  The Board of Directors may 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, 
stolen or destroyed, upon the making of an affidavit of that fact by the person 
claiming the certificate of stock to be lost, stolen or destroyed.  When 
authorizing such issue 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, stolen or destroyed certificate or 
certificates, or his legal representative, to advertise the same in such manner 
as it shall require and/or to 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 alleged to have been lost, stolen or destroyed.

        Section 7.03. Transfers of Stock. 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.

        Section 7.04.  Fixing Record Date.  The Board of Directors of the 
Corporation may fix a record date for the purpose of determining the 
stockholders entitled to notice of, or

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to vote at, any meeting of stockholders or any adjournment thereof, or to 
consent to corporate action in writing without a meeting, or to receive payment 
of any dividend or other distribution or allotment of any rights, or to 
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action.  Such record date shall not precede 
the date upon which the resolution fixing the record date is adopted by the 
Board of Directors and such record date shall not be (i) in the case of such a 
meeting of stockholders, more than 60 nor less than 10 days before the date of 
the meeting of stockholders, or (ii) in the case of consents in writing without 
a meeting, more than 10 days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors, or (iii) in other cases, more 
than 60 days prior to the payment or allotment or change, conversion or exchange
or other action.  A determination of stockholders of record entitled to notice 
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date for the adjourned 
meeting.

        Section 7.05.  Registered Stockholders.  The Corporation shall be 
entitled to recognize the exclusive right of a person registered on its books as
the owner of stock to receive dividends and to vote as such owner, and shall be 
entitled to hold liable for calls and assessments a person registered on its 
books as the owner of stock, and shall not be bound to recognize any equitable 
or other claim to, or interest in, such stock on the part of any other person, 
whether or not it shall have express or other notice thereof, except as 
otherwise provided by the laws of Delaware.

                                   ARTICLE 8
                                  AMENDMENTS

        Section 8.01.  Amendments.  These Bylaws may be altered, amended or 
repealed, and new Bylaws may be adopted, by the stockholders or by the Board of 
Directors at any regular meeting of the stockholders or of the Board of 
Directors or at any special meeting of the stockholders or of the Board of 
Directors if notice of such alteration, amendment, repeal or adoption of new 
Bylaws be contained in the notice of such special meeting.

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                              AMENDMENT TO BYLAWS
                                      OF
                       AMERICAN ONCOLOGY RESOURCES, INC.

 
     RESOLVED, that, pursuant to Section 8.01 of the Company's bylaws, Section
2.02 of the Company's bylaws is amended in its entirety to read as follows:

     "The annual meeting of stockholders for the election of directors and for
     the transaction of such other business as may properly come before the
     meeting shall be held on such date, and at such time and place, within or
     without the State of Delaware, as shall be designated from time to time by
     the Board of Directors.  Failure to hold any annual meeting of stockholders
     shall not work a forfeiture or dissolution of the Company."

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<PAGE>
                              AMENDMENT TO BYLAWS
                                      OF
                       AMERICAN ONCOLOGY RESOURCES, INC.

 
     RESOLVED, that, pursuant to Section 8.01 of the Company's bylaws, Article 5
of the Company's bylaws is amended in its entirety to read as follows:

                                   ARTICLE 5
                                   OFFICERS

        Section 5.01.  Number.  The officers of the Corporation shall be a Chief
Executive Officer, President, Chief Operating Officer, Chief Financial Officer,
Secretary and Treasurer, and may also include a Chairman of the Board, one or
more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be elected by the Board of Directors.
Any number of offices may be held by the same person.

        Section 5.02.  Election and Term of Office.  The officers of the
Corporation shall be elected by the Board of Directors.  Officers shall hold
office at the pleasure of the Board of Directors.

        Section 5.03.  Removal.  Any officer may be removed at any time by the
Board of Directors. Any vacancy occurring in any office of the Corporation may
be filled by the Board of Directors.

        Section 5.04.  Chairman of the Board.  The Chairman of the Board, if
there is one, shall preside at all meetings of the Board of Directors and shall
perform such other duties, if any, as may be specified by the Board from time to
time.

        Section 5.05.  Chief Executive Officer.  The Chief Executive Officer of
the Corporation shall be the chief executive officer of the Corporation, shall
have general direction of the business and affairs of the Corporation and
general supervision over its several officers, subject, however, to the control
of the Board of Directors, and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The Chief Executive Officer may
sign, with the Secretary or Assistant Secretary, certificates representing
shares of stock of the Corporation. The Chief Executive Officer shall perform
all duties incident to the office of the Chief Executive Officer and such other
duties as from time to time may be assigned to him by the Board of Directors or
as prescribed by these Bylaws.

        Section 5.06.  President.  The President shall in the absence of the
Chief Executive Officer perform the duties and exercise the power of the Chief
Executive Officer and shall perform such other duties and have such other powers
as the Board of Directors or the Chief Executive Officer may from time to time
prescribe. The President may sign, with the Secretary or Assistant Secretary,
certificates representing shares of stock of the Corporation.

        Section 5.07.  Chief Operating Officer.  The Chief Operating Officer
shall be the chief operating officer and shall have such other powers as the
Board of Directors or the Chief Executive Officer may from time to time
prescribe. In the absence of the Chief Executive Officer and President, the
Chief Operating Officer shall have the duties and exercise the powers of the
Chief Executive Officer.

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        Section 5.08.  Chief Financial Officer.  The Chief Financial Officer of
the Corporation shall be the chief financial officer of the Corporation. The
Chief Financial Officer shall perform such other duties and have such other
powers as the Board of Directors or the Chief Executive Officer may from time to
time prescribe.

        Section 5.09.  Vice Presidents.  The Vice Presidents shall perform such
duties and have such authority as may be specified in these Bylaws or by the
Board of Directors or the Chief Executive Officer.

        Section 5.10.  Secretary.  The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer.

        Section 5.11.  Assistant Secretaries.  The Assistant Secretary or
Secretaries shall, in the absence or disability of the Secretary, perform the
duties and exercise the authority of the Secretary and shall perform such other
duties and have such other authority as the Board of Directors or the Chief
Executive Officer may from time to time prescribe.

        Section 5.12.  Treasurer.  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 monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.  He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the Chief Executive Officer or the Chief Financial
Officer, taking proper vouchers for such disbursements, and shall render to the
Board of Directors when the Board so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

        Section 5.13.  Assistant Treasurers.  The Assistant Treasurer or
Treasurers shall, in the absence or disability of the Treasurer, perform the
duties and exercise the authority of the Treasurer and shall perform such other
duties and have such other authority as the Board of Directors or the Chief
Executive Officer or the Chief Financial Officer may from time to time
prescribe.

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