BY-LAWS




of




**PORTRAIT
      CORPORATION OF AMERICA, INC.**






(A
      Delaware Corporation)




________________________




ARTICLE 1




DEFINITIONS




As
      used
      in these By-laws, unless the context otherwise requires, the term:


1.1  “Assistant
      Secretary” means an Assistant Secretary of the Corporation.


1.2  “Assistant
      Treasurer” means an Assistant Treasurer of the Corporation.


1.3  “Board”
      means the Board of Directors of the Corporation.


1.4  “By-laws”
      means the initial by-laws of the Corporation, as amended from time to
      time.


1.5  “Certificate
      of Incorporation” means the initial certificate of incorporation of the
      Corporation, as amended, supplemented or restated from time to
      time.


1.6  “Chairman”
      means the Chairman of the Board of Directors of the Corporation.


1.7  “Chief
      Executive Officer” means Chief Executive Officer of the
      Corporation.


1.8  “Chief
      Financial Officer” means Chief Financial Officer of the
      Corporation.


1.9  “Corporation”
      means Portrait Corporation of America, Inc.


1.10  “Directors”
      means directors of the Corporation.


1.11  “Entire
      Board” means all directors of the Corporation in office, whether or not present
      at a meeting of the Board, but disregarding vacancies.


1.12  “General
      Corporation Law” means the General Corporation Law of the State of Delaware, as
      amended from time to time.


1.13  “Office
      of the Corporation” means the executive office of the Corporation, anything in
      Section 131 of the General Corporation Law to the contrary
      notwithstanding.


1.14  “President”
      means the President of the Corporation.


1.15  “Secretary”
      means the Secretary of the Corporation.


1.16  “Stockholders”
      means stockholders of the Corporation.


1.17  “Treasurer”
      means the Treasurer of the Corporation.


1.18  “Vice
      President” means a Vice President of the Corporation.







ARTICLE
      2




STOCKHOLDERS


2.1  Place
      of Meetings .
      Every
      meeting of stockholders shall be held at the office of the Corporation or at
      such other place within or without the State of Delaware as shall be specified
      or fixed in the notice of such meeting or in the waiver of notice
      thereof.


2.2  Annual
      Meeting .
      A
      meeting of stockholders shall be held annually for the election of Directors
      and
      the transaction of other business at such hour and on such business day in
      January or February or as may be determined by the Board and designated in
      the
      notice of meeting.


2.3  Deferred
      Meeting for Election of Directors, Etc. If the
      annual meeting of stockholders for the election of Directors and the transaction
      of other business is not held within the months specified in Section 2.2 hereof,
      the Board shall call a meeting of stockholders for the election of Directors
      and
      the transaction of other business as soon thereafter as convenient.


2.4  Other
      Special Meetings .
      A
      special meeting of stockholders (other than a special meeting for the election
      of Directors), unless otherwise prescribed by statute, may be called at any
      time
      by the Board or by the President or by the Secretary. At any special meeting
      of
      stockholders only such business may be transacted as is related to the purpose
      or purposes of such meeting set forth in the notice thereof given pursuant
      to
      Section 2.6 hereof or in any waiver of notice thereof given pursuant to Section
      2.7 hereof.


2.5  Fixing
      Record Date .
      For the
      purpose of (a) determining the Stockholders entitled (i) to notice of
      or to
      vote at any meeting of Stockholders or any adjournment thereof, (ii) unless
      otherwise provided in the Certificate of Incorporation to express consent to
      corporate action in writing without a meeting or (iii) to receive payment
      of any dividend or other distribution or allotment of any rights, or entitled
      to
      exercise any rights in respect of any change, conversion or exchange of stock;
      or (b) any other lawful action, the Board may fix a record date, which
      record date shall not precede the date upon which the resolution fixing the
      record date was adopted by the Board and which record date shall not be
      (x) in the case of clause (a)(i) above, more than sixty nor less
      than
      ten days before the date of such meeting, (y) in the case of
      clause (a)(ii) above, more than 10 days after the date upon which
      the
      resolution fixing the record date was adopted by the Board and (z) in
      the
      case of clause (a)(iii) or (b) above, more than sixty days prior
      to
      such action. If no such record date is fixed:


2.5.1 the
      record date for determining Stockholders entitled to notice of or to vote at
      a
      meeting of stockholders shall be at the close of business on the day next
      preceding the day on which 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;


2.5.2 the
      record date for determining stockholders entitled to express consent to
      corporate action in writing without a meeting (unless otherwise provided in
      the
      Certificate of Incorporation), when no prior action by the Board is required
      under the General Corporation Law, shall be the first day on which a signed
      written consent setting forth the action taken or proposed to be taken is
      delivered to the Corporation by delivery to its registered office in the State
      of Delaware, 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; and when prior action by the Board is required under
      the General Corporation Law, the record date for determining stockholders
      entitled to consent to corporate action in writing without a meeting shall
      be at
      the close of business on the date on which the Board adopts the resolution
      taking such prior action; and


2.5.3 the
      record date for determining stockholders for any purpose other than those
      specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on
      the
      day on which the Board adopts the resolution relating thereto.


When
      a
      determination of Stockholders entitled to notice of or to vote at any meeting
      of
      Stockholders has been made as provided in this Section 2.5, such determination
      shall apply to any adjournment thereof unless the Board fixes a new record
      date
      for the adjourned meeting. Delivery made to the Corporation’s registered office
      in accordance with Section 2.5.2 shall be by hand or by certified or
      registered mail, return receipt requested.


2.6  Notice
      of Meetings of Stockholders .
      Except
      as otherwise provided in Sections 2.5 and 2.7 hereof, whenever under the
      provisions of any statute, the Certificate of Incorporation or these By-laws,
      Stockholders are required or permitted to take any action at a meeting, written
      notice shall be given stating the place, date and hour of the meeting and,
      in
      the case of a special meeting, the purpose or purposes for which the meeting
      is
      called. Unless otherwise provided by any statute, the Certificate of
      Incorporation or these By-laws, a copy of the notice of any meeting shall be
      given, personally or by mail, not less than ten nor more than sixty days before
      the date of the meeting, to each Stockholder entitled to notice of or to vote
      at
      such meeting. If mailed, such notice shall be deemed to be given when deposited
      in the United States mail, with postage prepaid, directed to the Stockholder
      at
      his or her address as it appears on the records of the Corporation. An affidavit
      of the Secretary or an Assistant Secretary or of the transfer agent of the
      Corporation that the notice required by this Section 2.6 has been given
      shall, in the absence of fraud, be prima facie evidence of the facts stated
      therein. When a meeting is adjourned to another time or place, notice need
      not
      be given of the adjourned meeting if the time and place thereof are announced
      at
      the meeting at which the adjournment is taken, and at the adjourned meeting
      any
      business may be transacted that might have been transacted at the meeting as
      originally called. If, however, the adjournment is for more than thirty days,
      or
      if after the adjournment a new record date is fixed for the adjourned meeting,
      a
      notice of the adjourned meeting shall be given to each Stockholder of record
      entitled to vote at the meeting.


2.7  Waivers
      of Notice .
      Whenever the giving of any notice is required by statute, the Certificate of
      Incorporation or these By-laws, a waiver thereof, in writing, signed by the
      Stockholder or Stockholders entitled to said notice, whether before or after
      the
      event as to which such notice is required, shall be deemed equivalent to notice.
      Attendance by a Stockholder at a meeting shall constitute a waiver of notice
      of
      such meeting except when the Stockholder attends a meeting for the express
      purpose of objecting, at the beginning of the meeting, to the transaction of
      any
      business on the ground that the meeting has not been lawfully called or
      convened. Neither the business to be transacted at, nor the purpose of, any
      regular or special meeting of the Stockholders need be specified in any written
      waiver of notice unless so required by statute, the Certificate of Incorporation
      or these By-laws.


2.8  List
      of Stockholders .
      The
      Secretary shall prepare and make, or cause to be prepared and made, at least
      ten
      days before every meeting of Stockholders, a complete list of the Stockholders
      entitled to vote at the meeting, arranged in alphabetical order, and showing
      the
      address of each Stockholder and the number of shares registered in the name
      of
      each Stockholder. Such list shall be open to the examination of any Stockholder,
      the Stockholder’s agent, or attorney, at the Stockholder’s expense, for any
      purpose germane to the meeting, during ordinary business hours, for a period
      of
      at least ten days prior to the meeting, either at a place within the city where
      the meeting is to be held, which place shall be specified in the notice of
      the
      meeting, or, if not so specified, at the place where the meeting is to be held.
      The list shall also be produced and kept at the time and place of the meeting
      during the whole time thereof, and may be inspected by any Stockholder who
      is
      present. The Corporation shall maintain the Stockholder list in written form
      or
      in another form capable of conversion into written form within a reasonable
      time. Upon the willful neglect or refusal of the Directors to produce such
      a
      list at any meeting for the election of Directors, they shall be ineligible
      for
      election to any office at such meeting. The stock ledger shall be the only
      evidence as to who are the Stockholders entitled to examine the stock ledger,
      the list of Stockholders or the books of the Corporation, or to vote in person
      or by proxy at any meeting of Stockholders.


2.9  Quorum
      of Stockholders; Adjournment .
      Except
      as otherwise provided by any statute, the Certificate of Incorporation or these
      By-laws, the holders of one-third of all outstanding shares of stock entitled
      to
      vote at any meeting of Stockholders, present in person or represented by proxy,
      shall constitute a quorum for the transaction of any business at such meeting.
      When a quorum is once present to organize a meeting of Stockholders, it is
      not
      broken by the subsequent withdrawal of any Stockholders. The holders of a
      majority of the shares of stock present in person or represented by proxy at
      any
      meeting of Stockholders, including an adjourned meeting, whether or not a quorum
      is present, may adjourn such meeting to another time and place. Shares of its
      own stock belonging to the Corporation or to another corporation, if a majority
      of the shares entitled to vote in the election of directors of such other
      corporation is held, directly or indirectly, by the Corporation, shall neither
      be entitled to vote nor be counted for quorum purposes; provided , however ,
      that
      the foregoing shall not limit the right of the Corporation to vote stock,
      including but not limited to its own stock, held by it in a fiduciary
      capacity.


2.10  Voting;
      Proxies .
      Unless
      otherwise provided in the Certificate of Incorporation, every Stockholder of
      record shall be entitled at every meeting of Stockholders to one vote for each
      share of capital stock standing in his or her name on the record of Stockholders
      determined in accordance with Section 2.5 hereof. If the Certificate of
      Incorporation provides for more or less than one vote for any share on any
      matter, each reference in the By-laws or the General Corporation Law to a
      majority or other proportion of stock shall refer to such majority or other
      proportion of the votes of such stock. The provisions of Sections 212 and 217
      of
      the General Corporation Law shall apply in determining whether any shares of
      capital stock may be voted and the persons, if any, entitled to vote such
      shares; but the Corporation shall be protected in assuming that the persons
      in
      whose names shares of capital stock stand on the stock ledger of the Corporation
      are entitled to vote such shares. Holders of redeemable shares of stock are
      not
      entitled to vote after the notice of redemption is mailed to such holders and
      a
      sum sufficient to redeem the stocks has been deposited with a bank, trust
      company, or other financial institution under an irrevocable obligation to
      pay
      the holders the redemption price on surrender of the shares of stock. At any
      meeting of Stockholders (at which a quorum was present to organize the meeting),
      all matters, except as otherwise provided by statute or by the Certificate
      of
      Incorporation or by these By-laws, shall be decided by a majority of the votes
      cast at such meeting by the holders of shares present in person or represented
      by proxy and entitled to vote thereon, whether or not a quorum is present when
      the vote is taken. All elections of Directors shall be by written ballot unless
      otherwise provided in the Certificate of Incorporation. In voting on any other
      question on which a vote by ballot is required by law or is demanded by any
      Stockholder entitled to vote, the voting shall be by ballot. Each ballot shall
      be signed by the Stockholder voting or the Stockholder’s proxy and shall state
      the number of shares voted. On all other questions, the voting may be viva  voce .
      Each
      Stockholder entitled to vote at a meeting of Stockholders or to express consent
      or dissent to corporate action in writing without a meeting may authorize
      another person or persons to act for such Stockholder by proxy. The validity
      and
      enforceability of any proxy shall be determined in accordance with Section
      212
      of the General Corporation Law. A Stockholder may revoke any proxy that is
      not
      irrevocable by attending the meeting and voting in person or by filing an
      instrument in writing revoking the proxy or by delivering a proxy in accordance
      with applicable law bearing a later date to the Secretary.


2.11  Voting
      Procedures and Inspectors of Election at Meetings of
      Stockholders .
      The
      Board, in advance of any meeting of Stockholders, may appoint one or more
      inspectors to act at the meeting and make a written report thereof. The Board
      may designate one or more persons as alternate inspectors to replace any
      inspector who fails to act. If no inspector or alternate has been appointed
      or
      is able to act at a meeting, the person presiding at the meeting may appoint,
      and on the request of any Stockholder entitled to vote thereat shall appoint,
      one or more inspectors to act at the meeting. Each inspector, before entering
      upon the discharge of his or her duties, shall take and sign an oath faithfully
      to execute the duties of inspector with strict impartiality and according to
      the
      best of his or her ability. The inspectors shall (a) ascertain the number
      of shares outstanding and the voting power of each, (b) determine the shares
      represented at the meeting and the validity of proxies and ballots,
      (c) count all votes and ballots, (d) determine and retain for
      a
      reasonable period a record of the disposition of any challenges made to any
      determination by the inspectors, and (e) certify their determination
      of the
      number of shares represented at the meeting and their count of all votes and
      ballots. The inspectors may appoint or retain other persons or entities to
      assist the inspectors in the performance of their duties. Unless otherwise
      provided by the Board, the date and time of the opening and the closing of
      the
      polls for each matter upon which the Stockholders will vote at a meeting shall
      be determined by the person presiding at the meeting and shall be announced
      at
      the meeting. No ballot, proxies or votes, or any revocation thereof or change
      thereto, shall be accepted by the inspectors after the closing of the polls
      unless the Court of Chancery of the State of Delaware upon application by a
      Stockholder shall determine otherwise.


2.12  Organization .
      At each
      meeting of Stockholders, the President, or in the absence of the President,
      the
      Chairman, or if there is no Chairman or if there be one and the Chairman is
      absent, a Vice President, and in case more than one Vice President shall be
      present, that Vice President designated by the Board (or in the absence of
      any
      such designation, the most senior Vice President, based on age, present), shall
      act as chairman of the meeting. The Secretary, or in his or her absence, one
      of
      the Assistant Secretaries, shall act as secretary of the meeting. In case none
      of the officers above designated to act as chairman or secretary of the meeting,
      respectively, shall be present, a chairman or a secretary of the meeting, as
      the
      case may be, shall be chosen by a majority of the votes cast at such meeting
      by
      the holders of shares of capital stock present in person or represented by
      proxy
      and entitled to vote at the meeting.


2.13  Order
      of Business .
      The
      order of business at all meetings of Stockholders shall be as determined by
      the
      chairman of the meeting, but the order of business to be followed at any meeting
      at which a quorum is present may be changed by a majority of the votes cast
      at
      such meeting by the holders of shares of capital stock present in person or
      represented by proxy and entitled to vote at the meeting.


2.14  Written
      Consent of Stockholders Without a Meeting .
      Unless
      otherwise provided in the Certificate of Incorporation, any action required
      by
      the General Corporation Law 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 (by hand or by certified or registered mail, return
      receipt requested) to the Corporation by delivery to its registered office
      in
      the State of Delaware, 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. 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
      60 days of the earliest dated consent delivered in the manner required
      by
      this Section 2.14, written consents signed by a sufficient number of
      holders to take action are delivered to the Corporation as aforesaid. 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


3.1  General
      Powers .
      Except
      as otherwise provided in the Certificate of Incorporation, the business and
      affairs of the Corporation shall be managed by or under the direction of the
      Board. The Board may adopt such rules and regulations, not inconsistent with
      the
      Certificate of Incorporation or these By-laws or applicable laws, as it may
      deem
      proper for the conduct of its meetings and the management of the Corporation.
      In
      addition to the powers expressly conferred by these By-laws, the Board may
      exercise all powers and perform all acts that are not required, by these By-laws
      or the Certificate of Incorporation or by statute, to be exercised and performed
      by the Stockholders.


3.2  Number;
      Qualification; Term of Office .
      The
      Board shall consist of one or more members. The number of Directors shall be
      fixed initially by the incorporator and may thereafter be changed from time
      to
      time by action of the stockholders or by action of the Board. Directors need
      not
      be stockholders. Each Director shall hold office until a successor is elected
      and qualified or until the Director’s death, resignation or
      removal.


3.3  Election .
      Directors shall, except as otherwise required by statute or by the Certificate
      of Incorporation, be elected by a plurality of the votes cast at a meeting
      of
      stockholders by the holders of shares entitled to vote in the
      election.


3.4  Newly
      Created Directorships and Vacancies .
      Unless
      otherwise provided in the Certificate of Incorporation, newly created
      Directorships resulting from an increase in the number of Directors and
      vacancies occurring in the Board for any other reason, including the removal
      of
      Directors without cause, may be filled by the affirmative votes of a majority
      of
      the entire Board, although less than a quorum, or by a sole remaining Director,
      or may be elected by a plurality of the votes cast by the holders of shares
      of
      capital stock entitled to vote in the election at a special meeting of
      stockholders called for that purpose. A Director elected to fill a vacancy
      shall
      be elected to hold office until a successor is elected and qualified, or until
      the Director’s earlier death, resignation or removal.


3.5  Resignation .
      Any
      Director may resign at any time by written notice to the Corporation. Such
      resignation shall take effect at the time therein specified, and, unless
      otherwise specified in such resignation, the acceptance of such resignation
      shall not be necessary to make it effective.


3.6  Removal .
      Subject
      to the provisions of Section 141(k) of the General Corporation Law, any or
      all
      of the Directors may be removed with or without cause by vote of the holders
      of
      a majority of the shares then entitled to vote at an election of
      Directors.


3.7  Compensation .
      Each
      Director, in consideration of his or her service as such, shall be entitled
      to
      receive from the Corporation such amount per annum or such fees for attendance
      at Directors’ meetings, or both, as the Board may from time to time determine,
      together with reimbursement for the reasonable out-of-pocket expenses, if any,
      incurred by such Director in connection with the performance of his or her
      duties. Each Director who shall serve as a member of any committee of Directors
      in consideration of serving as such shall be entitled to such additional amount
      per annum or such fees for attendance at committee meetings, or both, as the
      Board may from time to time determine, together with reimbursement for the
      reasonable out-of-pocket expenses, if any, incurred by such Director in the
      performance of his or her duties. Nothing contained in this Section 3.7
      shall preclude any Director from serving the Corporation or its subsidiaries
      in
      any other capacity and receiving proper compensation therefor.


3.8  Limitation
      of Liability .
      To the
      fullest extent permitted under the General Corporation Law, as amended from
      time
      to time, no director of the Corporation shall be personally liable to the
      Corporation or its stockholders for monetary damages for breach of fiduciary
      duty as a director. Any amendment, repeal or modification of the foregoing
      provision shall not adversely affect any right or protection of a director
      of
      the Corporation hereunder in respect of any act or omission occurring prior
      to
      the time of such amendment, repeal or modification.


3.9  Times
      and Places of Meetings .
      The
      Board may hold meetings, both regular and special, either within or without
      the
      State of Delaware. The times and places for holding meetings of the Board may
      be
      fixed from time to time by resolution of the Board or (unless contrary to a
      resolution of the Board) in the notice of the meeting.


3.10  Annual
      Meetings .
      On the
      day when and at the place where the annual meeting of stockholders for the
      election of Directors is held, and as soon as practicable thereafter, the Board
      may hold its annual meeting, without notice of such meeting, for the purposes
      of
      organization, the election of officers and the transaction of other business.
      The annual meeting of the Board may be held at any other time and place
      specified in a notice given as provided in Section 3.11 hereof for special
      meetings of the Board or in a waiver of notice thereof.


3.11  Regular
      Meetings .
      Regular
      meetings of the Board may be held without notice at such times and at such
      places as shall from time to time be determined by the Board.


3.12  Special
      Meetings .
      Special
      meetings of the Board may be called by the Chairman, the President or the
      Secretary or by any two or more Directors then serving on at least one day’s
      notice to each Director given by one of the means specified in Section 3.14
      hereof other than by mail, or on at least three days’ notice if given by mail.
      Special meetings shall be called by the Chairman, President or Secretary in
      like
      manner and on like notice on the written request of any two or more of the
      Directors then serving.


3.13  Telephone
      Meetings .
      Directors or members of any committee designated by the Board may participate
      in
      a meeting of the Board or of such committee 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 pursuant to
      this
      Section 3.12 shall constitute presence in person at such
      meeting.


3.14  Adjourned
      Meetings .
      A
      majority of the Directors present at any meeting of the Board, including an
      adjourned meeting, whether or not a quorum is present, may adjourn such meeting
      to another time and place. At least one day’s notice of any adjourned meeting of
      the Board shall be given to each Director whether or not present at the time
      of
      the adjournment, if such notice shall be given by one of the means specified
      in
      Section 3.14 hereof other than by mail, or at least three days’ notice if
      by mail. Any business may be transacted at an adjourned meeting that might
      have
      been transacted at the meeting as originally called.


3.15  Notice
      Procedure .
      Subject
      to Sections 3.11 and 3.17 hereof, whenever, under the provisions of
      any
      statute, the Certificate of Incorporation or these By-laws, notice is required
      to be given to any Director, such notice shall be deemed given effectively
      if
      given in person or by telephone, by mail addressed to such Director at such
      Director’s address as it appears on the records of the Corporation, with postage
      thereon prepaid, or by telegram, telex, telecopy or similar means addressed
      as
      aforesaid.


3.16  Waiver
      of Notice .
      Whenever the giving of any notice is required by statute, the Certificate of
      Incorporation or these By-laws, a waiver thereof, in writing, signed by the
      person or persons entitled to said notice, whether before or after the event
      as
      to which such notice is required, shall be deemed equivalent to notice.
      Attendance by a person at a meeting shall constitute a waiver of notice of
      such
      meeting except when the person attends a meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      on the ground that the meeting has not been lawfully called or convened. Neither
      the business to be transacted at, nor the purpose of, any regular or special
      meeting of the Directors or a committee of Directors need be specified in any
      written waiver of notice unless so required by statute, the Certificate of
      Incorporation or these By-laws.


3.17  Organization .
      At each
      meeting of the Board, the Chairman, or in the absence of the Chairman, the
      President, or in the absence of the President, a chairman chosen by a majority
      of the Directors present, shall preside. The Secretary shall act as secretary
      at
      each meeting of the Board. In case the Secretary shall be absent from any
      meeting of the Board, an Assistant Secretary shall perform the duties of
      secretary at such meeting; and in the absence from any such meeting of the
      Secretary and all Assistant Secretaries, the person presiding at the meeting
      may
      appoint any person to act as secretary of the meeting.


3.18  Quorum
      of Directors .
      The
      presence in person of a majority of the entire Board shall be necessary and
      sufficient to constitute a quorum for the transaction of business at any meeting
      of the Board, but a majority of a smaller number may adjourn any such meeting
      to
      a later date.


3.19  Action
      by Majority Vote .
      Except
      as otherwise expressly required by statute, the Certificate of Incorporation
      or
      these By-laws, the act of a majority of the Directors present at a meeting
      at
      which a quorum is present shall be the act of the Board.


3.20  Action
      Without Meeting .
      Unless
      otherwise restricted by the Certificate of Incorporation or these By-laws,
      any
      action required or permitted to be taken at any meeting of the Board or of
      any
      committee thereof may be taken without a meeting if all Directors or members
      of
      such 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.





ARTICLE 4




COMMITTEES
      OF THE BOARD


The
      Board
      may, by resolution passed by a vote of a majority of the entire 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 such committee. If a member of a committee shall be
      absent from any meeting, or disqualified from voting thereat, the remaining
      member or members present and not disqualified from voting, whether or not
      such
      member or members constitute a quorum, may, by a unanimous vote, appoint another
      member of the Board to act at the meeting in the place of any such absent or
      disqualified member. Any such committee, to the extent provided in the
      resolution of the Board passed as aforesaid, shall have and may exercise all
      the
      powers and authority of the Board in the management of the business and affairs
      of the Corporation, and may authorize the seal of the Corporation to be
      impressed on all papers that may require it, but no such committee shall have
      the power or authority of the Board in reference to amending the Certificate
      of
      Incorporation, adopting an agreement of merger or consolidation under
      section 251 or section 252 of the General Corporation Law,
      recommending to the stockholders (a) the sale, lease or exchange of
      all or
      substantially all of the Corporation’s property and assets, or (b) a
      dissolution of the Corporation or a revocation of a dissolution, or amending
      the
      By-laws of the Corporation; and, unless the resolution designating it expressly
      so provides, no such committee shall have the power and authority to declare
      a
      dividend, to authorize the issuance of stock or to adopt a certificate of
      ownership and merger pursuant to Section 253 of the General Corporation
      Law. Unless otherwise specified in the resolution of the Board designating
      a
      committee, at all meetings of such committee a majority of the total number
      of
      members of the committee shall constitute a quorum for the transaction of
      business, and the vote of a majority of the members of the committee present
      at
      any meeting at which there is a quorum shall be the act of the committee. Each
      committee shall keep regular minutes of its meetings. Unless the Board otherwise
      provides, each committee designated by the Board may make, alter and repeal
      rules for the conduct of its business. In the absence of such rules each
      committee shall conduct its business in the same manner as the Board conducts
      its business pursuant to Article 3 of these By-laws.





ARTICLE 5




OFFICERS


5.1  Positions .
      The
      officers of the Corporation shall be a President, a Secretary, a Treasurer
      and
      such other officers as the Board may appoint, including a Chairman, one or
      more
      Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers,
      who shall exercise such powers and perform such duties as shall be determined
      from time to time by the Board. The Board may designate one or more Vice
      Presidents as Executive Vice Presidents and may use descriptive words or phrases
      to designate the standing, seniority or areas of special competence of the
      Vice
      Presidents elected or appointed by it. The Board may also designate a Chief
      Executive Officer and a Chief Financial Officer. Any number of offices may
      be
      held by the same person unless the Certificate of Incorporation or these By-laws
      otherwise provide.


5.2  Appointment .
      The
      officers of the Corporation shall be chosen by the Board at its annual meeting
      or at such other time or times as the Board shall determine.


5.3  Compensation .
      The
      compensation of all officers of the Corporation shall be fixed by the Board.
      No
      officer shall be prevented from receiving a salary or other compensation by
      reason of the fact that the officer is also a Director.


5.4  Term
      of Office .
      Each
      officer of the Corporation shall hold office for the term for which he or she
      is
      elected and until such officer’s successor is chosen and qualifies or until such
      officer’s earlier death, resignation or removal. Any officer may resign at any
      time upon written notice to the Corporation. Such resignation shall take effect
      at the date of receipt of such notice or at such later time as is therein
      specified, and, unless otherwise specified, the acceptance of such resignation
      shall not be necessary to make it effective. The resignation of an officer
      shall
      be without prejudice to the contract rights of the Corporation, if any. Any
      officer elected or appointed by the Board may be removed at any time, with
      or
      without cause, by vote of a majority of the entire Board. Any vacancy occurring
      in any office of the Corporation shall be filled by the Board. The removal
      of an
      officer without cause shall be without prejudice to the officer’s contract
      rights, if any. The election or appointment of an officer shall not of itself
      create contract rights.


5.5  Fidelity
      Bonds .
      The
      Corporation may secure the fidelity of any or all of its officers or agents
      by
      bond or otherwise.


5.6  Chairman .
      The
      Chairman, if one shall have been appointed, shall preside at all meetings of
      the
      Board and shall exercise such powers and perform such other duties as shall
      be
      determined from time to time by the Board.


5.7  Chief
      Financial Officer .
      The
      Chief Financial Officer shall oversee the financial affairs of the Corporation,
      subject to the direction and control of the Board of Directors or, at the
      direction of the Board of Directors, the Chief Executive Officer. The Chief
      Financial Officer shall perform such duties as from time to time may be assigned
      to him by the Chief Executive Officer or the Board of Directors.


5.8  President .
      The
      President shall be the Chief Executive Officer of the Corporation and shall
      have
      general supervision over the business of the Corporation, subject, however,
      to
      the control of the Board and of any duly authorized committee of Directors.
      The
      President shall preside at all meetings of the Stockholders and at all meetings
      of the Board at which the Chairman (if there be one) is not present. The
      President may sign and execute in the name of the Corporation deeds, mortgages,
      bonds, contracts and other instruments except in cases in which the signing
      and
      execution thereof shall be expressly delegated by the Board or by these By-laws
      to some other officer or agent of the Corporation or shall be required by
      statute otherwise to be signed or executed and, in general, the President shall
      perform all duties incident to the office of President of a corporation and
      such
      other duties as may from time to time be assigned to the President by the
      Board.


5.9  Vice
      Presidents .
      At the
      request of the President, or, in the President’s absence, at the request of the
      Board, the Vice Presidents shall (in such order as may be designated by the
      Board, or, in the absence of any such designation, in order of seniority based
      on age) perform all of the duties of the President and, in so performing, shall
      have all the powers of, and be subject to all restrictions upon, the President.
      Any Vice President may sign and execute in the name of the Corporation deeds,
      mortgages, bonds, contracts or other instruments, except in cases in which
      the
      signing and execution thereof shall be expressly delegated by the Board or
      by
      these By-laws to some other officer or agent of the Corporation, or shall be
      required by statute otherwise to be signed or executed, and each Vice President
      shall perform such other duties as from time to time may be assigned to such
      Vice President by the Board or by the President.


5.10  Secretary .
      The
      Secretary shall attend all meetings of the Board and of the Stockholders and
      shall record all the proceedings of the meetings of the Board and of the
      stockholders in a book to be kept for that purpose, and shall perform like
      duties for committees of the Board, when required. The Secretary shall give,
      or
      cause to be given, notice of all special meetings of the Board and of the
      stockholders and shall perform such other duties as may be prescribed by the
      Board or by the President, under whose supervision the Secretary shall be.
      The
      Secretary shall have custody of the corporate seal of the Corporation, and
      the
      Secretary, or an Assistant Secretary, shall have authority to impress the same
      on any instrument requiring it, and when so impressed the seal may be attested
      by the signature of the Secretary or by the signature of such Assistant
      Secretary. The Board may give general authority to any other officer to impress
      the seal of the Corporation and to attest the same by such officer’s signature.
      The Secretary or an Assistant Secretary may also attest all instruments signed
      by the President or any Vice President. The Secretary shall have charge of
      all
      the books, records and papers of the Corporation relating to its organization
      and management, shall see that the reports, statements and other documents
      required by statute are properly kept and filed and, in general, shall perform
      all duties incident to the office of Secretary of a corporation and such other
      duties as may from time to time be assigned to the Secretary by the Board or
      by
      the President.


5.11  Treasurer .
      The
      Treasurer shall have charge and custody of, and be responsible for, all funds,
      securities and notes of the Corporation; receive and give receipts for moneys
      due and payable to the Corporation from any sources whatsoever; deposit all
      such
      moneys and valuable effects in the name and to the credit of the Corporation
      in
      such depositaries as may be designated by the Board; against proper vouchers,
      cause such funds to be disbursed by checks or drafts on the authorized
      depositaries of the Corporation signed in such manner as shall be determined
      by
      the Board and be responsible for the accuracy of the amounts of all moneys
      so
      disbursed; regularly enter or cause to be entered in books or other records
      maintained for the purpose full and adequate account of all moneys received
      or
      paid for the account of the Corporation; have the right to require from time
      to
      time reports or statements giving such information as the Treasurer may desire
      with respect to any and all financial transactions of the Corporation from
      the
      officers or agents transacting the same; render to the President or the Board,
      whenever the President or the Board shall require the Treasurer so to do, an
      account of the financial condition of the Corporation and of all financial
      transactions of the Corporation; exhibit at all reasonable times the records
      and
      books of account to any of the Directors upon application at the office of
      the
      Corporation where such records and books are kept; disburse the funds of the
      Corporation as ordered by the Board; and, in general, perform all duties
      incident to the office of Treasurer of a corporation and such other duties
      as
      may from time to time be assigned to the Treasurer by the Board or the
      President.


5.12  Assistant
      Secretaries and Assistant Treasurers .
      Assistant Secretaries and Assistant Treasurers shall perform such duties as
      shall be assigned to them by the Secretary or by the Treasurer, respectively,
      or
      by the Board or by the President.





ARTICLE 6




CONTRACTS,
      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.


6.1  Execution
      of Contracts .
      The
      Board, except as otherwise provided in these By-laws, may prospectively or
      retroactively authorize any officer or officers, employee or employees or agent
      or agents, in the name and on behalf of the Corporation, to enter into any
      contract or execute and deliver any instrument, and any such authority may
      be
      general or confined to specific instances, or otherwise limited.


6.2  Loans .
      The
      Board may prospectively or retroactively authorize the President or any other
      officer, employee or agent of the Corporation to effect loans and advances
      at
      any time for the Corporation from any bank, trust company or other institution,
      or from any firm, corporation or individual, and for such loans and advances
      the
      person so authorized may make, execute and deliver promissory notes, bonds
      or
      other certificates or evidences of indebtedness of the Corporation, and, when
      authorized by the Board so to do, may pledge and hypothecate or transfer any
      securities or other property of the Corporation as security for any such loans
      or advances. Such authority conferred by the Board may be general or confined
      to
      specific instances, or otherwise limited.


6.3  Checks,
      Drafts, Etc. All
      checks, drafts and other orders for the payment of money out of the funds of
      the
      Corporation and all evidences of indebtedness of the Corporation shall be signed
      on behalf of the Corporation in such manner as shall from time to time be
      determined by resolution of the Board.


6.4  Deposits .
      The
      funds of the Corporation not otherwise employed shall be deposited from time
      to
      time to the order of the Corporation with such banks, trust companies,
      investment banking firms, financial institutions or other depositaries as the
      Board may select or as may be selected by an officer, employee or agent of
      the
      Corporation to whom such power to select may from time to time be delegated
      by
      the Board.





ARTICLE 7




STOCK
      AND DIVIDENDS


7.1  Certificates
      Representing Shares .
      The
      shares of capital stock of the Corporation shall be represented by certificates
      in such form (consistent with the provisions of Section 158 of the General
      Corporation Law) as shall be approved by the Board. Such certificates shall
      be
      signed by the Chairman, the President or a Vice President and by the Secretary
      or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may
      be
      impressed with the seal of the Corporation or a facsimile thereof. The
      signatures of the officers upon a certificate may be facsimiles, if the
      certificate is countersigned by a transfer agent or registrar other than the
      Corporation itself or its employee. In case any officer, transfer agent or
      registrar who has signed or whose facsimile signature has been placed upon
      any
      certificate shall have ceased to be such officer, transfer agent or registrar
      before such certificate is issued, such certificate may, unless otherwise
      ordered by the Board, 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.


7.2  Transfer
      of Shares .
      Transfers of shares of capital stock of the Corporation shall be made only
      on
      the books of the Corporation by the holder thereof or by the holder’s duly
      authorized attorney appointed by a power of attorney duly executed and filed
      with the Secretary or a transfer agent of the Corporation, and on surrender
      of
      the certificate or certificates representing such shares of capital stock
      properly endorsed for transfer and upon payment of all necessary transfer taxes.
      Every certificate exchanged, returned or surrendered to the Corporation shall
      be
      marked “Cancelled,” with the date of cancellation, by the Secretary or an
      Assistant Secretary or the transfer agent of the Corporation. A person in whose
      name shares of capital stock shall stand on the books of the Corporation shall
      be deemed the owner thereof to receive dividends, to vote as such owner and
      for
      all other purposes as respects the Corporation. No transfer of shares of capital
      stock shall be valid as against the Corporation, its stockholders and creditors
      for any purpose, except to render the transferee liable for the debts of the
      Corporation to the extent provided by law, until such transfer shall have been
      entered on the books of the Corporation by an entry showing from and to whom
      transferred.


7.3  Transfer
      and Registry Agents .
      The
      Corporation may from time to time maintain one or more transfer offices or
      agents and registry offices or agents at such place or places as may be
      determined from time to time by the Board.


7.4  Lost,
      Destroyed, Stolen and Mutilated Certificates .
      The
      holder of any shares of capital stock of the Corporation shall immediately
      notify the Corporation of any loss, destruction, theft or mutilation of the
      certificate representing such shares, and the Corporation may issue a new
      certificate to replace the certificate alleged to have been lost, destroyed,
      stolen or mutilated. The Board may, in its discretion, as a condition to the
      issue of any such new certificate, require the owner of the lost, destroyed,
      stolen or mutilated certificate, or his or her legal representatives, to make
      proof satisfactory to the Board of such loss, destruction, theft or mutilation
      and to advertise such fact in such manner as the Board may require, and to
      give
      the Corporation and its transfer agents and registrars, or such of them as
      the
      Board may require, a bond in such form, in such sums and with such surety or
      sureties as the Board may direct, to indemnify the Corporation and its transfer
      agents and registrars against any claim that may be made against any of them
      on
      account of the continued existence of any such certificate so alleged to have
      been lost, destroyed, stolen or mutilated and against any expense in connection
      with such claim.


7.5  Rules
      and Regulations .
      The
      Board may make such rules and regulations as it may deem expedient, not
      inconsistent with these By-laws or with the Certificate of Incorporation,
      concerning the issue, transfer and registration of certificates representing
      shares of its capital stock.


7.6  Restriction
      on Transfer of Stock .
      A
      written restriction on the transfer or registration of transfer of capital
      stock
      of the Corporation, if permitted by Section 202 of the General Corporation
      Law
      and noted conspicuously on the certificate representing such capital stock,
      may
      be enforced against the holder of the restricted capital stock or any successor
      or transferee of the holder, including an executor, administrator, trustee,
      guardian or other fiduciary entrusted with like responsibility for the person
      or
      estate of the holder. Unless noted conspicuously on the certificate representing
      such capital stock, a restriction, even though permitted by Section 202 of
      the
      General Corporation Law, shall be ineffective except against a person with
      actual knowledge of the restriction. A restriction on the transfer or
      registration of transfer of capital stock of the Corporation may be imposed
      either by the Certificate of Incorporation or by an agreement among any number
      of stockholders or among such stockholders and the Corporation. No restriction
      so imposed shall be binding with respect to capital stock issued prior to the
      adoption of the restriction unless the holders of such capital stock are parties
      to an agreement or voted in favor of the restriction.


7.7  Dividends,
      Surplus, Etc. Subject
      to the provisions of the Certificate of Incorporation and of law, the
      Board:


7.7.1 may
      declare and pay dividends or make other distributions on the outstanding shares
      of capital stock in such amounts and at such time or times as it, in its
      discretion, shall deem advisable giving due consideration to the condition
      of
      the affairs of the Corporation;


7.7.2 may use
      and apply, in its discretion, any of the surplus of the Corporation in
      purchasing or acquiring any shares of capital stock of the Corporation, or
      purchase warrants therefor, in accordance with law, or any of its bonds,
      debentures, notes, scrip or other securities or evidences of indebtedness;
      and


7.7.3 may set aside from time to time out of such surplus or net profits such
      sum
      or sums as, in its discretion, it may think proper, as a reserve fund to meet
      contingencies, or for equalizing dividends or for the purpose of maintaining
      or
      increasing the property or business of the Corporation, or for any purpose
      it
      may think conducive to the best interests of the Corporation.





ARTICLE 8




INDEMNIFICATION


8.1  Indemnity
      Undertaking .
      To the
      extent not prohibited by law, the Corporation shall indemnify any person who
      is
      or was made, or threatened to be made, a party to any threatened, pending or
      completed action, suit or proceeding (a “Proceeding”), whether civil, criminal,
      administrative or investigative, including, without limitation, an action by
      or
      in the right of the Corporation to procure a judgment in its favor, by reason
      of
      the fact that such person, or a person of whom such person is the legal
      representative, is or was a Director or officer of the Corporation, or, at
      the
      request of the Corporation, is or was serving as a director or officer of any
      other corporation or in a capacity with comparable authority or responsibilities
      for any partnership, joint venture, trust, employee benefit plan or other
      enterprise (an “Other Entity”), against judgments, fines, penalties, excise
      taxes, amounts paid in settlement and costs, charges and expenses (including
      attorneys’ fees, disbursements and other charges). Persons who are not directors
      or officers of the Corporation (or otherwise entitled to indemnification
      pursuant to the preceding sentence) may be similarly indemnified in respect
      of
      service to the Corporation or to an Other Entity at the request of the
      Corporation to the extent the Board at any time specifies that such persons
      are
      entitled to the benefits of this Article 8.


8.2  Advancement
      of Expenses .
      The
      Corporation shall, from time to time, reimburse or advance to any Director
      or
      officer or other person entitled to indemnification hereunder the funds
      necessary for payment of expenses, including attorneys’ fees and disbursements,
      incurred in connection with any Proceeding, in advance of the final disposition
      of such Proceeding; provided , however ,
      that,
      if required by the General Corporation Law, such expenses incurred by or on
      behalf of any Director or officer or other person may be paid in advance of
      the
      final disposition of a Proceeding only upon receipt by the Corporation of an
      undertaking, by or on behalf of such Director or officer (or other person
      indemnified hereunder), to repay any such amount so advanced if it shall
      ultimately be determined by final judicial decision from which there is no
      further right of appeal that such Director, officer or other person is not
      entitled to be indemnified for such expenses.


8.3  Rights
      Not Exclusive .
      The
      rights to indemnification and reimbursement or advancement of expenses provided
      by, or granted pursuant to, this Article 8 shall not be deemed exclusive
      of
      any other rights to which a person seeking indemnification or reimbursement
      or
      advancement of expenses may have or hereafter be entitled under any statute,
      the
      Certificate of Incorporation, these By-laws, any agreement, any vote of
      stockholders or disinterested Directors or otherwise, both as to action in
      his
      or her official capacity and as to action in another capacity while holding
      such
      office.


8.4  Continuation
      of Benefits .
      The
      rights to indemnification and reimbursement or advancement of expenses provided
      by, or granted pursuant to, this Article 8 shall continue as to a person
      who has ceased to be a Director or officer (or other person indemnified
      hereunder) and shall inure to the benefit of the executors, administrators,
      legatees and distributees of such person.


8.5  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 or agent of an Other Entity, against any liability asserted against
      such person and incurred by such person in any such capacity, or arising out
      of
      such person’s status as such, whether or not the Corporation would have the
      power to indemnify such person against such liability under the provisions
      of
      this Article 8, the Certificate of Incorporation or under section 145
      of the General Corporation Law or any other provision of law.


8.6  Binding
      Effect .
      The
      provisions of this Article 8 shall be a contract between the Corporation,
      on the one hand, and each Director and officer who serves in such capacity
      at
      any time while this Article 8 is in effect and any other person entitled
      to
      indemnification hereunder, on the other hand, pursuant to which the Corporation
      and each such Director, officer or other person intend to be, and shall be
      legally bound. No repeal or modification of this Article 8 shall affect
      any
      rights or obligations with respect to any state of facts then or theretofore
      existing or thereafter arising or any proceeding theretofore or thereafter
      brought or threatened based in whole or in part upon any such state of
      facts.


8.7  Procedural
      Rights .
      The
      rights to indemnification and reimbursement or advancement of expenses provided
      by, or granted pursuant to, this Article 8 shall be enforceable by any
      person entitled to such indemnification or reimbursement or advancement of
      expenses in any court of competent jurisdiction. The burden of proving that
      such
      indemnification or reimbursement or advancement of expenses is not appropriate
      shall be on the Corporation. Neither the failure of the Corporation (including
      its Board of Directors, its independent legal counsel and its stockholders)
      to
      have made a determination prior to the commencement of such action that such
      indemnification or reimbursement or advancement of expenses is proper in the
      circumstances nor an actual determination by the Corporation (including its
      Board of Directors, its independent legal counsel and its stockholders) that
      such person is not entitled to such indemnification or reimbursement or
      advancement of expenses shall constitute a defense to the action or create
      a
      presumption that such person is not so entitled. Such a person shall also be
      indemnified for any expenses incurred in connection with successfully
      establishing his or her right to such indemnification or reimbursement or
      advancement of expenses, in whole or in part, in any such
      proceeding.


8.8  Service
      Deemed at Corporation’s Request .
      Any
      Director or officer of the Corporation serving in any capacity (a) another
      corporation of which a majority of the shares entitled to vote in the election
      of its directors is held, directly or indirectly, by the Corporation or
      (b) any employee benefit plan of the Corporation or any corporation
      referred to in clause (a) shall be deemed to be doing so at the request
      of
      the Corporation.


8.9  Election
      of Applicable Law .
      Any
      person entitled to be indemnified or to reimbursement or advancement of expenses
      as a matter of right pursuant to this Article 8 may elect to have the
      right
      to indemnification or reimbursement or advancement of expenses interpreted
      on
      the basis of the applicable law in effect at the time of the occurrence of
      the
      event or events giving rise to the applicable Proceeding, to the extent
      permitted by law, or on the basis of the applicable law in effect at the time
      such indemnification or reimbursement or advancement of expenses is sought.
      Such
      election shall be made, by a notice in writing to the Corporation, at the time
      indemnification or reimbursement or advancement of expenses is sought; provided , however ,
      that if
      no such notice is given, the right to indemnification or reimbursement or
      advancement of expenses shall be determined by the law in effect at the time
      indemnification or reimbursement or advancement of expenses is
      sought.





ARTICLE 9




BOOKS
      AND RECORDS


9.1  Books
      and Records .
      There
      shall be kept at the principal office of the Corporation correct and complete
      records and books of account recording the financial transactions of the
      Corporation and minutes of the proceedings of the stockholders, the Board and
      any committee of the Board. The Corporation shall keep at its principal office,
      or at the office of the transfer agent or registrar of the Corporation, a record
      containing the names and addresses of all stockholders, the number and class
      of
      shares held by each and the dates when they respectively became the owners
      of
      record thereof.


9.2  Form
      of Records .
      Any
      records maintained by the Corporation in the regular course of its business,
      including its stock ledger, books of account, and minute books, may be kept
      on,
      or be in the form of, punch cards, magnetic tape, photographs, microphotographs,
      or any other information storage device, provided that the records so kept
      can
      be converted into clearly legible written form within a reasonable time. The
      Corporation shall so convert any records so kept upon the request of any person
      entitled to inspect the same.


9.3  Inspection
      of Books and Records .
      Except
      as otherwise provided by law, the Board shall determine from time to time
      whether, and, if allowed, when and under what conditions and regulations, the
      accounts, books, minutes and other records of the Corporation, or any of them,
      shall be open to the stockholders for inspection.





ARTICLE 10




SEAL


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
      otherwise reproduced.







ARTICLE
      11




FISCAL
      YEAR


The
      fiscal year of the Corporation shall be fixed, and may be changed, by
      resolution of the Board.







ARTICLE
      12




PROXIES
      AND CONSENTS


Unless
      otherwise directed by the Board, the Chairman, the President, any Vice
      President, the Secretary or the Treasurer, or any one of them, may execute
      and
      deliver on behalf of the Corporation proxies respecting any and all shares
      or
      other ownership interests of any Other Entity owned by the Corporation
      appointing such person or persons as the officer executing the same shall deem
      proper to represent and vote the shares or other ownership interests so owned
      at
      any and all meetings of holders of shares or other ownership interests, whether
      general or special, and/or to execute and deliver consents respecting such
      shares or other ownership interests; or any of the aforesaid officers may attend
      any meeting of the holders of shares or other ownership interests of such Other
      Entity and thereat vote or exercise any or all other powers of the Corporation
      as the holder of such shares or other ownership interests.





ARTICLE 13




EMERGENCY
      BY-LAWS


Unless
      the Certificate of Incorporation provides otherwise, the following provisions
      of
      this Article 13 shall be effective during an emergency, which is defined as
      when
      a quorum of the Corporation’s Directors cannot be readily assembled because of
      some catastrophic event. During such emergency:


13.1   Notice
      to Board Members .
      Any one
      member of the Board or any one of the following officers: Chairman, President,
      any Vice President, Secretary, or Treasurer, may call a meeting of the Board.
      Notice of such meeting need be given only to those Directors whom it is
      practicable to reach, and may be given in any practical manner, including by
      publication and radio. Such notice shall be given at least six hours prior
      to
      commencement of the meeting.


13.2   Temporary
      Directors and Quorum .
      One or
      more officers of the Corporation present at the emergency Board meeting, as
      is
      necessary to achieve a quorum, shall be considered to be Directors for the
      meeting, and shall so serve in order of rank, and within the same rank, in
      order
      of seniority. In the event that less than a quorum of the Directors are present
      (including any officers who are to serve as Directors for the meeting), those
      Directors present (including the officers serving as Directors) shall constitute
      a quorum.


13.3  Actions
      Permitted To Be Taken .
      The
      Board as constituted in Section 13.2, and after notice as set forth
      in
      Section 13.1 may:


13.3.1 prescribe emergency powers to any officer of the Corporation;


13.3.2 delegate
      to any officer or Director, any of the powers of the Board;


13.3.3 designate lines of succession of officers and agents, in the event that any
      of
      them are unable to discharge their duties;


13.3.4 relocate
      the principal place of business, or designate successive or simultaneous
      principal places of business; and


13.3.5 take any
      other convenient, helpful or necessary action to carry on the business of the
      Corporation.







ARTICLE 14




AMENDMENTS


These
      By-laws may be amended or repealed and new By-laws may be adopted by a vote
      of
      the holders of shares entitled to vote in the election of Directors or by the
      Board. Any By-laws adopted or amended by the Board may be amended or repealed
      by
      the Stockholders entitled to vote thereon.