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                                                                    EXHIBIT 3.1

                                RESTATED BY-LAWS

                                       OF

                      HARRIS COMPUTER SYSTEMS CORPORATION


                                   ARTICLE I

                                  Shareholders


         Section 1.1 Annual Meetings. An annual meeting of shareholders shall
be held for the election of Directors at such date, time and place either
within or without the State of Florida as may be designated by the Board of
Directors from time to time. In the absence of any other designation, the
annual meeting shall be held on the last Friday in January of each year. To the
extent notice has been provided in accordance with sections 1.3 and 1.11, any
other proper business may be transacted at the annual meeting.

         Section 1.2 Special Meetings. The Corporation shall hold a special
meeting of shareholders only (i) pursuant to a notice approved by the Chairman
of the Board of Directors, the Chief Executive Officer of the Corporation or a
majority of the Board of Directors or (ii) upon delivery of one or more written
demands for a meeting describing the purpose or purposes for the meeting and
signed and dated by the holders of not less than 50 percent of all holders of
shares of all classes or series of the Corporation, voting as a class, entitled
to vote on the issues proposed to be considered at such special meeting.

         Section 1.3 Notice of Meetings. Whenever shareholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state 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 law, the written notice of any meeting
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the shareholder at such shareholders'
addresses as they appear on the records of the Corporation.

         Section 1.4 Adjournments. Any meeting of shareholders, annual or
special, may be adjourned from time to time, to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. 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.



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         Section 1.5 Quorum. At each meeting of shareholders, except where
otherwise provided by law or the Articles of Incorporation or these By-laws,
the holders of a majority of the outstanding shares of stock entitled to vote
on a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented
by proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single
class at the meeting. In the absence of a quorum of the holders of any class of
stock entitled to vote on a matter, the holders of such class so present or
represented may, by majority vote, adjourn the meeting of such class from time
to time in the manner provided by Section 1.4 of these By-laws until a quorum
of such class shall be so present or represented. Shares of its own capital
stock belonging on the record date for the meeting 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.

         Section 1.6 Organization. Meetings of shareholders shall be presided
over by the Chairman of the Board of Directors, if any, or in the absence of
the Chairman of the Board of Directors by the Vice Chairman of the Board of
Directors, if any, or in the absence of the Vice Chairman of the Board of
Directors by the Chief Executive Officer, or in the absence of the Chief
Executive Officer, by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence
of such designation by a chairman chosen at the meeting. The Secretary, or in
the absence of the Secretary an Assistant Secretary, shall act as secretary of
the meeting, but in the absence of the Secretary and any Assistant Secretary,
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

         The order of business at each such meeting shall be as determined by
the chairman of the meeting. The chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts and things as are necessary or desirable for the proper conduct of
the meeting, including, without limitation, the establishment of procedures for
the maintenance of order and safety, limitations on the time allotted to
questions or comments on the affairs of the Corporation, restrictions on entry
to such meeting after the time prescribed for the commencement thereof and the
opening and closing of the voting polls.

         Section 1.7 Inspectors. Prior to any meeting of stockholders, the
Board of Directors or the President shall appoint one or more inspectors to act
at such meeting and make a written report thereof and may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at the meeting of shareholders, the
person presiding at the meeting 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 ascertain the number of shares outstanding and
the voting power of each, determine the shares represented at the meeting and
the validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and 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 to assist them
in the performance of their duties. The time of the opening and closing of the
polls for each matter upon which the shareholders will vote at a meeting shall
be announced at the meeting. No ballot, proxy or vote, nor any revocation
thereof or change thereto, shall be accepted by the inspectors after the
closing of the polls. In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted therewith, any information provided by a shareholder who
submits a proxy by telegram, cablegram or other electronic transmission from
which it can be determined that the proxy was authorized by the shareholder,
ballots and the regular books and records of the corporation, and they may also
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the shareholder holds





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of record. If the inspectors consider other reliable information for such
purpose, they shall, at the time they make their certification, specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the
means by which the information was obtained and the basis for the inspectors'
belief that such information is accurate and reliable.

         Section 1.8 Voting; Proxies. Unless otherwise provided in the Articles
of Incorporation, each shareholder entitled to vote at any meeting of
shareholders shall be entitled to one vote for each share of stock held by such
shareholder which has voting power upon the matter in question. If the Articles
of Incorporation provide for more or less than one vote for any share on any
matter, every reference in these By-laws to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock. Each shareholder entitled to vote at a meeting of shareholders may
authorize another person or persons to act for such shareholder by proxy, but
no such proxy shall be voted or acted upon after eleven months from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally. A shareholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of shareholders need not be by written ballot unless the
holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or represented by proxy at such
meeting shall so determine. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of Directors. Unless otherwise provided by
law or by the Articles of Incorporation or these By-laws, if a quorum exists,
action on any other matter submitted to a vote of the shareholders will be
approved if the number of votes cast in favor of the matter exceeds the number
of votes cast against the matter. Where a separate vote by class, classes or
series is required, if a quorum exists, action on a matter by a class or series
is approved if the number of votes cast within such class or series in favor of
the matter exceeds the number of votes cast within such class or series against
the matter, except as otherwise provided by law or by the Articles of
Incorporation or these By-laws.

         Section 1.9 Fixing Date for Determination of Shareholders of Record.
In order that the Corporation may determine the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which 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. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

         In order that the Corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         Section 1.10 List of Shareholders Entitled to Vote. The Secretary
shall prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder, 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




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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
shareholder who is present.

         Section 1.11 Advance Notice of Shareholder Proposals. At any annual or
special meeting of shareholders, proposals by shareholders and persons
nominated for election as Directors by shareholders shall be considered only if
advance notice thereof has been timely given as provided herein and such
proposals or nominations are otherwise proper for consideration under
applicable law and the Articles of Incorporation and By-laws of the
Corporation. Notice of any proposal to be presented by any shareholder or of
the name of any person to be nominated by any shareholder for election as a
Director of the Corporation at any meeting of shareholders shall be delivered
to the Secretary of the Corporation at its principal executive office not less
than sixty (60) nor more than ninety (90) days prior to the date of the
meeting; provided, however, that if the date of the meeting is first publicly
announced or disclosed (in a public filing or otherwise) less than seventy (70)
days prior to the date of the meeting, such advance notice shall be given not
more than ten (10) days after such date is first so announced or disclosed.
Public notice shall be deemed to have been given more than seventy (70) days in
advance of the annual meeting if the Corporation shall have previously
disclosed, in these By-laws or otherwise, that the annual meeting in each year
is to be held on a determinable date, unless and until the Board of Directors
determines to hold the meeting on a different date. Any shareholder who gives
notice of any such proposal shall deliver therewith the text of the proposal to
be presented and a brief written statement of the reasons why such shareholder
favors the proposal and setting forth such shareholder's name and address, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such shareholder and any material interest of such
shareholder in the proposal (other than as a shareholder). Any shareholder
desiring to nominate any person for election as a Director of the Corporation
shall deliver with such notice a statement in writing setting forth the name of
the person to be nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the information
regarding such person required by paragraphs (a), (e) and (f) of Item 401 of
Regulation S-K adopted by the Securities and Exchange Commission (or the
corresponding provisions of any regulation subsequently adopted by the
Securities and Exchange Commission applicable to the Corporation), such
person's signed consent to serve as a Director of the Corporation if elected,
such shareholder's name and address and the number and class of all shares of
each class of stock of the Corporation beneficially owned by such shareholder.
As used herein, shares "beneficially owned" shall mean all shares as to which
such person, together with such person's affiliates and associates (as defined
in Rule 12b-2 under the Securities Exchange Act of 1934), may be deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as well as all shares as to which such person, together
with such person's affiliates and associates, has the right to become the
beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not
been given.

                                   ARTICLE II

                               Board of Directors

         Section 2.1 Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the Articles of
Incorporation. The Board of Directors shall consist of not less than three (3)
or more than fifteen (15) members, the number thereof to be determined from
time to time by the Board of Directors. Directors need not be shareholders.

         Section 2.2 Election; Term of Office; Resignation; Removal; Vacancies.
The Directors of the Corporation shall be divided into three classes, as nearly
equal in number as reasonably possible, as determined by the Board of
Directors, with the initial term of office of the first class of such Directors
to expire at the first annual meeting of shareholders thereafter, the initial
term of office of the second class of such Directors to expire at the second
annual meeting of shareholders thereafter and the initial term of office of the
third class of such Directors to expire at the third annual meeting thereafter,
with each class of Directors to hold office until their successors have been
duly elected and qualified. At each annual meeting of shareholders following
such initial classification and election, Directors elected to succeed the




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Directors whose terms expire at such annual meeting shall be elected to hold
office for a term expiring at the annual meeting of shareholders in the third
year following the year of their election and until their successors have been
duly elected and qualified. If the number of Directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain or attain
a number of Directors in each class as nearly equal as reasonably possible, but
no decrease in the number of Directors may shorten the term of any incumbent
Director. Any Director may resign at any time upon written notice to the Board
of Directors or to the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective. Any Director or the entire Board of Directors
may be removed, only with cause in accordance with the provisions of the
Articles of Incorporation, by the holders of a majority of the shares then
entitled to vote at an election of Directors. Whenever the holders of any class
or series of stock are entitled to elect one or more Directors by the Articles
of Incorporation, the provisions of the preceding sentence shall apply to the
vote of the holders of the outstanding shares of that class or series and not
to the vote of the outstanding shares as a whole. Unless otherwise provided in
the Articles of Incorporation or these By-laws, vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
elected by all of the shareholders having the right to vote as a single class
or from any other cause shall be filled by a majority of the Directors then in
office, although less than a quorum, or by the sole remaining Director.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more Directors by the Articles of Incorporation,
vacancies and newly created directorships of such class or classes or series
may be filled by a majority of the Directors elected by such class or classes
or series thereof then in office, or by the sole remaining Director so elected.
Any Director elected or appointed to fill a vacancy shall hold office until the
next election of the class of Directors of the Director which such Director
replaced, and until his or her successor is elected and qualified or until his
or her earlier resignation or removal.

         Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Florida and
at such times as the Board of Directors may from time to time determine, and if
so determined notice thereof need not be given.

         Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Florida whenever called by the Chairman of the Board of Directors, if any, by
the Vice Chairman of the Board of Directors, if any, by the President or by any
two Directors. Reasonable notice thereof shall be given by the person or
persons calling the meeting.

         Section 2.5 Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Articles of Incorporation or
these By-laws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors or of such committee, as the case may be, 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 By-law shall constitute presence in person at such
meeting.

         Section 2.6 Quorum; Vote Required for Action. At all meetings of the
Board of Directors one-third of the entire Board of Directors shall constitute
a quorum for the transaction of business. The vote of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the Articles of Incorporation or these By-laws
shall require a vote of a greater number. In case at any meeting of the Board
of Directors a quorum shall not be present, the members of the Board of
Directors present may adjourn the meeting from time to time until a quorum
shall be present.

         Section 2.7 Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board of Directors, if any, or in the
absence of the Chairman of the Board of Directors by the Vice Chairman of the
Board of Directors, if any, or in the absence of the Vice Chairman of the Board
of Directors by the Chief Executive Officer, or in his absence by a chairman
chosen at the meeting. The Secretary, or in the absence of the Secretary an
Assistant Secretary, shall act as secretary of the meeting, but in the absence
of the Secretary and any Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.





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         Section 2.8 Action by Directors Without a Meeting. Unless otherwise
restricted by the Articles of Incorporation or these By-laws, 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 of Directors or 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 of Directors or committee.

         Section 2.9 Compensation of Directors. Unless otherwise restricted by
the Articles of Incorporation or these By-laws, the Board of Directors shall
have the authority to fix the compensation of Directors.

                                  ARTICLE III

                                   Committees

         Section 3.1 Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board of Directors 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. In the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute
a quorum, may unanimously appoint another member of the Board of Directors 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 of
Directors or in these By-laws, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, 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 Articles of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, 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 or fix the
number of shares of any series of stock or authorize the increase or decrease
of the shares of any series), adopting an agreement of merger or consolidation,
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution
or amending these By-laws; and, unless the resolution, these By-laws or the
Articles of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, to adopt a certificate of ownership and merger or to remove or indemnify
Directors.

         Section 3.2 Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business. In the absence of a provision
by the Board of Directors or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote
of a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other
respects each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article II of these
By-laws.

                                   ARTICLE IV

                                    Officers

         Section 4.1 Officers; Election. As soon as practicable after the
annual meeting of shareholders in each year, the Board of Directors shall elect
a Chief Executive Officer and a Secretary, and it may, if it so determines,
elect from among its members a Chairman of the Board of Directors and a Vice
Chairman of the Board of Directors. The Board of Directors may also elect one
or more Vice Presidents, one or more Assistant Vice Presidents, one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and
such other officers as the Board of Directors may deem desirable or appropriate
and may give any of them such further designations or alternate titles as it
considers desirable. Any number of offices may be held by the same person
unless the Articles of Incorporation or these By-laws otherwise provide.




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         Section 4.2 Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier resignation or removal. Any officer
may resign at any time upon written notice to the Board of Directors or to the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. The
Board of Directors may remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the contractual rights of such
officer, if any, with the Corporation, but the election of an officer shall not
of itself create contractual rights. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled by the
Board of Directors at any regular or special meeting or by unanimous written
consent of the Board of Directors.

         Section 4.3 Powers and Duties. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in these By-laws or in a resolution of the Board of Directors which is
not inconsistent with these By-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors. The Secretary shall have the duty to record the proceedings
of the meetings of the shareholders, the Board of Directors and any committees
in a book to be kept for that purpose. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

                                   ARTICLE V

                                     Stock

         Section 5.1 Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
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 of stock in the Corporation owned by such
holder. If such certificate is manually signed by one officer or manually
countersigned by a transfer agent or by a registrar, any other signature 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.

         If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each shareholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         Section 5.2 Lost, Stolen or Destroyed Stock Certificates: Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.



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                                   ARTICLE VI

                                 Miscellaneous

         Section 6.1 Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 6.2 Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 6.3 Waiver of Notice of Meetings of Shareholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the Articles of Incorporation or these By-laws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of 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 because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders, Directors or members of a committee of Directors need be
specified in any written waiver of notice unless so required by the Articles of
Incorporation or these By-laws.

         Section 6.4 Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the full extent permitted by law any person made
or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a Director,
officer or employee of the Corporation or serves or served at the request of
the Corporation any other enterprise as a Director, officer or employee.
Expenses, including attorneys' fees, incurred by any such person in defending
any such action, suit or proceeding shall be paid or reimbursed by the
Corporation promptly upon receipt by it of an undertaking of such person to
repay such expenses if it shall ultimately be determined that such person is
not entitled to be indemnified by the Corporation. The rights provided to any
person by this By-law shall be enforceable against the Corporation by such
person who shall be presumed to have relied upon it in serving or continuing to
serve as a Director, officer or employee as provided above. No amendment of
this By-law shall impair the rights of any person arising at any time with
respect to events occurring prior to such amendment. For purposes of this
By-law, the term "Corporation" shall include any predecessor of the Corporation
and any constituent corporation (including any constituent of a constituent)
absorbed by the Corporation in a consolidation or merger; the term "other
enterprise" shall include any corporation, partnership, joint venture, trust or
employee benefit plan; service "at the request of the Corporation" shall
include service as a Director, officer or employee of the Corporation which
imposes duties on, or involves services by, such Director, officer or employee
with respect to an employee benefit plan, its participants or beneficiaries;
any excise taxes assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a person with
respect to an employee benefit plan which such person reasonably believes to be
in the interest of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the Corporation.

         Section 6.5 Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its Directors or officers, or
between the Corporation and any other corporation, partnership, association or
other organization in which one or more of its Directors or officers are
Directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the Director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or her or
their votes are counted for such purpose, if: (1) the material facts as to his
or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
(2) the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or (3) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or





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ratified, by the Board of Directors, a committee thereof or the shareholders.
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

         Section 6.6 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
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.

         Section 6.7 Amendment of By-laws. These By-laws may be amended or
repealed, and new By-laws adopted, by the Board of Directors, but the
shareholders entitled to vote may adopt additional By-laws and may amend or
repeal any By-law whether or not adopted by them.






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