Amendment to Article II, Section 8
                                       of
             U.S. Energy Systems, Inc. Amended and Restated By-Laws


Section 8. Quorum. The holders of a majority of the aggregate voting power of
the shares of the capital stock issued and outstanding and entitled to vote
thereat (provided that such majority includes at least 33 1/3% of the
outstanding shares of common stock of the Corporation), present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by the
DGCL or by the Certificate. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than the
announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty 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
adjourned meeting.

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                            U.S. ENERGY SYSTEMS, INC.

                         AMENDED AND RESTATED BY-LAWS

                               ARTICLE I: OFFICES

Section 1.        Registered Office.        The registered office of U.S. Energy
Systems, Inc. (the "Corporation") shall be in the City of [Wilmington], County
of [New Castle,] State of Delaware.

Section 2.        Additional Offices.       The Corporation may also have
offices at such other places both within and without the state of Delaware as
the board of directors may from time to time determine or the business of the
Corporation may require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

Section 1. Location. Meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof. The annual
meeting of stockholders may be held at such place, within or without the State
of Delaware, as shall be designated by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The annual meeting of stockholders for the purpose of
electing directors and for the transaction of such other business as may
properly come before the meeting shall be held at such date and hour as shall be
determinedly the board of directors or, in the absence of such determination,
within 150 days of the end of the Corporation's most recent fiscal year.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

Section 4. Stockholder List. The officer who has charge of the stock ledger of
the Corporation 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, 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 open at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

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Section 5. Special Meeting. Special meetings of the stockholders, for any
purpose or purposes, subject to the Delaware General Corporation Law (as amended
from time to time, the "DGCL") and the Corporation's Certificate of
Incorporation (as amended the "Certificate"), may be called by the affirmative
vote of a majority of the directors then in office (the "Whole Board"), by the
Chairman of the Board (the "Chairman") or by the Chief Executive Officer or by
the President and shall be called by the Chairman, the Chief Executive Officer,
the President or Secretary at the request in writing of the holders of record of
more than 50% the aggregate voting power of all outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
Directors, acting together as a single class. Such requests shall state the
purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting.Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder of record entitled to vote at
such meeting.

Section 7.        Special Meeting: Purpose. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of the aggregate voting power of
the shares of the capital stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by the DGCL or by the Certificate. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than the announcement at the meeting of the time and place of the
adjourned meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty 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 adjourned meeting.

Section 9. Voting. When a quorum is present at any meeting, the vote of the
holders of a plurality of the shares of capital stock having voting power
present in person or represented by proxy shall elect directors hereunder and
the vote of the holders of a majority of the aggregate voting power of the

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<PAGE>

shares of the capital stock having voting power present in person or represented
by proxy shall decide any other question brought before such meeting, unless the
question is one upon which, by provision of the DGCL or of the Certificate, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

Section 10. Consent of Stockholders in Lieu of Meeting. Any action required to
be taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by stockholders representing not less than (a) the minimum number of
votes that would be necessary to authorize or take such actions at a meeting at
which all shares entitled to vote thereon were present and voted and (b) the
minimum number of votes required by provision of the DGCL. Prompt notice of the
taking of such action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing. The
Secretary shall file such consents with the minutes of the meetings of the
stockholders.

Section 11. Organization. At all meetings of stockholders, the Chairman or, if
not present, the President, or if not present, a Vice President shall act as the
chairman of the meeting, or, if none of the foregoing is present, a chairman
shall be chosen at the meeting by the stockholders. The chairman of the meeting
shall have absolute authority over matters of procedure, and there shall be no
appeal from the ruling of the chairman.

Section 12. Waiver of Notice. Attendance of a stockholder, in person or by
proxy, at any meeting shall constitute a waiver of notice of such meeting,
except where the stockholder, in person or by proxy, attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

Section 13. Notice of Stockholder Proposal. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder (other than the nomination of a person for election as a director,
which is governed by paragraph 23 of Article III of these by-laws), the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (1) 60
days in advance of such meeting if such meeting is to be held on a day which is
within 30 days preceding the anniversary of the previous year's annual meeting
or 90 days in advance of such meeting if such meeting is to be held on or after
the anniversary of the previous year's annual meeting; and (2) with respect to
any other annual meeting of stockholders, the close of business on the tenth day
following the date of public disclosure of the date of such meeting. (For
purposes of this paragraph 13 of Article II of these by-laws, public disclosure
shall be deemed to include a disclosure made in a press release reported by the
Dow Jones News Services, Associated Press or a comparable national news service
or in a document filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended). A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual

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<PAGE>


meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the by-laws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this paragraph 13
of Article II. The chair of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this paragraph 13 of
Article II, and if he or she should so determine, he or she shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

                             ARTICLE III : DIRECTORS

Section 1. Number. The number of directors which shall constitute the board of
directors shall not be less than 6 nor more than 11 and shall be determined by
the board of directors or the stockholders from time to time provided, however,
that the board of directors shall not reduce the number of directors if such
reduction would reduce the term of any director; and provided, further, however
that the board of directors shall endeavor to maintain three classes of
directors equal in number. Directors shall have such qualifications as may be
prescribed by these by-laws. Directors need not be stockholders or citizens of
the United States of America.

Section 2. Vacancies. Subject to the Certificate, any vacancy on the board of
directors resulting from the death, retirement, resignation, disqualification or
removal from office or other cause, as well as any vacancy resulting from an
increase in the number of directors which occurs between annual meetings of the
stockholders at which directors are elected, shall be filled only by a majority
vote of the remaining directors then in office, though less than a quorum,
except that those vacancies resulting from removal from office by a vote of the
stockholders may be filled by a vote of the stockholders at the same meeting at
which such removal occurs. The directors chosen to fill vacancies shall hold
office for a term expiring at the end of the next annual meeting of stockholders
at which the term of the class to which they have been elected expires. No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.

Section 3. General Powers. The property and business of the Corporation shall be
controlled and managed in accordance with the terms of the Certificate by its
board of directors which may exercise all such powers of the Corporation and do

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<PAGE>

all such lawful acts and things as are not by the DGCL or by the Certificate or
by these by-laws directed or required to be exercised or done by the
stockholders.

                       Meetings of the Board of Directors

Section 4.        Location.         The board of directors of the Corporation,
or any committees thereof, may hold meetings, both regular and special, either
within or without the State of Delaware.

Section 5. Annual Meeting. A regular annual meeting of the board of directors,
including newly elected directors, shall be held immediately after each annual
meeting of stockholders at the place of such stockholders' meeting, and no
notice of such meeting to the directors shall be necessary in order legally to
constitute the meeting, provided a quorum shall be present. If such meeting is
held at any other time or place, notice thereof must be given or waived as
hereinafter provided for special meetings of the board of directors.

Section 6. Regular Meeting. Additional regular meetings of the board of
directors shall be held on such dates and at such times and at such places as
shall from time to time be determined by the board of directors. Notice of
regular meetings of the board need not be given except as otherwise required by
the DGCL or these by-laws.

Section 7. Special Meetings. The Chairman, the Chief Executive Officer, the
President or a majority of the Whole Board may call a special meeting of the
board of directors at any time by giving notice, specifying the time and place
of the meeting, to each member of the board of directors at least twenty-four
(24) hours before the time appointed. A written waiver of notice, signed by the
director entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Notice of any such meeting need not be
given to any director who shall either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting without protesting,
prior to or at its commencement, the lack of notice to him.

Section 8. Quorum; Voting. At all meetings of the board a majority of the Whole
Board shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by the DGCL, the Certificate or these by-laws. If a quorum
shall not be present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.

Section 9. Written Consent in Lieu of Meeting.Any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing, setting forth the action so taken, and
the writing or writings are filed with the minutes of proceedings of the board
or committee.


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<PAGE>

Section 10. Telephonic Participation. Unless otherwise restricted by the
Certificate or these by-laws, members of the board of directors, or any
committee thereof, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment whereby all directors participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person
at the meeting.

Section 11. Organization. At each meeting of the board, the Chairman, or, in his
absence, another director chosen by a majority of the directors present shall
act as chairman of the meeting and preside thereat. The Secretary (or, in his
absence any person -- who shall be an Assistant Secretary, if any of them shall
be present at such meeting -- appointed by the chairman) shall act as secretary
of the meeting and keep the minutes thereof.

                             Committees of Directors

Section 12. Executive Committee. The board of directors, by resolution adopted
by a majority of the Whole Board, may designate not less than two, and not more
than four, of the directors then in office to constitute an Executive Committee,
each member of which unless otherwise determined by resolution adopted by a
majority of the Whole Board, shall continue to be a member of such Committee
until the annual meeting of the stockholders which shall be held next after
designation as a member of such Committee or until the earlier termination as a
director. The Chairman, the Chief Executive Officer and the President shall
always be designated as a member of the Executive Committee. The board of
directors may by resolution appoint one member as the chairman of the Executive
Committee who shall preside at all meetings of such Committee. In the absence of
the chairman of the Executive Committee, the Chairman shall preside at all such
meetings. In the absence of all such persons, a majority of the members of the
Executive Committee present shall choose a chairman to preside at such meetings.
The Secretary, or if the Secretary shall be absent from such meeting, any person
appointed by the chairman, shall act as secretary of the meeting and keep the
minutes thereof.

Section 13. Powers of the Executive Committee. To the extent permitted by the
DGCL, the Executive Committee may exercise all the powers of the board of
directors in the management of specified matters where such authority is
delegated to it by the board of directors, and also, to the extent permitted by
the DGCL and not delegated to another committee of the board of directors, the
Executive Committee shall have, and may exercise, all the powers of the board of
directors in the management of the business and affairs of the Corporation
(including the power to authorize the seal of the Corporation to be affixed to
all papers which may require it; but excluding the power to appoint a member of
the Executive Committee) in the ordinary course of business, including but not
limited to, approving customer contracts and vendor contracts, authorizing the
incurrence of debt, approving loans, mortgages and leases, authorizing the
hiring, retention and termination of employees and consultants, approving the
compensation of employees and consultants other than executive officers,
approving acquisitions and divestitures, asset sales and asset purchases,
project development and lobbying affects, and developing and implementing
corporate policies and positions, in such manner as the Executive Committee
shall deem to be in the best interests of the Corporation and not inconsistent
with any prior action of the board of directors; provided however that the
Executive Committee shall not, without approval of the board of directors, take
any action other than in the ordinary course, approve the compensation of

                                       6

executive officers or take any action with respect to legal actions and
litigation. An act of the Executive Committee taken within the scope of its
authority shall be an act of the board of directors. The Executive Committee
shall render a report of its several acts at each regular meeting of the board
of directors and at any other time when so directed by the board of directors.

Section 14. Meetings of the Executive Committee. Regular meetings of the
Executive Committee shall be held at such times, on such dates and at such
places as shall be fixed by resolution adopted by a majority of the Executive
Committee, of which regular meetings notice need not be given, or as shall be
fixed by the chairman of the Executive Committee or in the absence of the
chairman of the Executive Committee the Chairman and specified in the notice of
such meeting. Special meetings of the Executive Committee may be called by the
chairman of the Executive Committee or by the Chairman, the Chief Executive
Officer or the President. Notice of each such special meeting of the Executive
Committee (and of each regular meeting for which notice shall be required),
stating the time and place thereof shall be given to each member of the
Executive Committee at least twenty four (24) hours before the time appointed;
but notice need not be given to a member of the Executive Committee who shall
waive notice thereof as provided in this Article III of these by-laws, and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of such Committee shall be present
thereat.

Section 15. Quorum and Manner of Acting of the Executive Committee. A majority
of the members of the Executive Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members of the
Executive Committee present at a meeting at which a quorum shall be present
shall be the act of the Executive Committee. The members of the Executive
Committee shall act only as a committee and individual members shall have no
power as such.

Section 16. Other Committees. The board of directors, by resolution, has
established an audit committee and a compensation committee. The board of
directors may, by resolution adopted by a majority of the Whole Board, designate
members of the board of directors to constitute other committees, which shall
have, and may exercise, such powers as the board of directors may by resolution
delegate to them, and shall in each case consist of such number of directors as
the board of directors may determine; provided, however, that 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
such committee. Such a committee may either be constituted for a specified term
or may be constituted as a standing committee which does not require annual or
periodic reconstitution. A majority of all the members of any such committee may
determine its action and its quorum requirements and may fix the time and place
of its meetings, unless the board of directors shall otherwise provide. In
addition to the foregoing, the board of directors may, by resolution adopted by
a majority of the Whole Board, create a committee of indeterminate membership
and duration and not subject to the limitations as to the membership, quorum and
manner of meeting and acting prescribed in these by-laws, which committee, in
the event of a major disaster or catastrophe or national emergency which renders
the board of directors incapable of action by reason of the death, physical
incapacity or inability to meet of some or all of its members, shall have, and
may exercise all the powers of the board of directors in the management of the
business and affairs of the Corporation (including, without limitation, the

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<PAGE>

power to authorize the seal of the Corporation to be affixed to all papers which
may require it and the power to fill vacancies in the board of directors). An
act of such committee taken within the scope of its authority shall be an act of
the board of directors.

Section 17. Changes in Committees; Resignations; Removals; Vacancies. The board
of directors shall have power, by resolution adopted by a majority of the Whole
Board, at any time to change or remove the members of, to fill vacancies in, and
to discharge any committee created pursuant to these by-laws, either with or
without cause. Any member of any such committee may resign at any time by giving
written notice to the board of directors or the Chairman or the Secretary. Such
resignation shall take effect upon receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Any vacancy in any
committee, whether arising from death, resignation, an increase in the number of
committee members or any other cause, shall be filled by the board of directors
in the manner prescribed in these by-laws for the original appointment of the
members of such committee.

Section 18. Resignations. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the board of directors, the
Chairman or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt, and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 19. Removal. Subject to the provisions of the Certificate, any director,
or the entire board of directors, may be removed from office at any time prior
to the expiration of his term of office, with cause, only by the affirmative
vote of the holders of record of outstanding shares representing at least a
majority of all of the aggregate voting power of outstanding shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class.

Section 20. Concurrent Authority.        Notwithstanding any delegation of
authority to any committee of directors, the board of directors retains
concurrent authority with respect to the delegated powers.

                          Indemnification of Directors

Section 21.       Indemnification.  The Corporation shall have the right to
indemnify directors, officers and agents of the Corporation to the fullest
extent permitted by the DGCL and by the Certificate, as both may be amended from
time to time.

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                                  Compensation

Section 22. Compensation. The compensation of the directors and members of
committees of the board of directors for their services as such shall be fixed
from time to time by the board of directors, provided however that any director
or member of a committee who is not independent shall not be entitled to cash
compensation for services as director or member of a committee. A director is an
independent director or committee member if he is free from any relationship
that, in the opinion of the board of directors, would interfere with the
exercise of his independent judgment as a director or member of a committee or
which could disqualify such member as being "independent" under the applicable
rules and regulations of the primary trading market for the Corporation's common
stock (including NASDAQ).

Section 23. Eligibility to Make Nominations. Nominations of candidates for
election as directors at any meeting of stockholders called for election of
directors (an "Election Meeting") may be made (1) by any stockholder entitled to
vote at such Election Meeting only in accordance with the procedures established
by paragraph 23 of this Article III, or (2) by the board of directors. In order
to be eligible for election as a director, any director nominee must first be
nominated in accordance with the provisions of these by-laws.

Section 24. Procedure for Nominations by Stockholders. Any stockholder entitled
to vote for the election of a director at an Election Meeting may nominate one
or more persons for such election only if written notice of such stockholder's
intent to make such nomination is delivered to or mailed and received by the
Secretary of the Corporation. Such Notice must be received by the Secretary not
later than the following dates: (1) with respect to an annual meeting of
stockholders, 60 days in advance of such meeting if such meeting is to be held
on a day which is within 30 days preceding the anniversary of the previous
year's annual meeting or 90 days in advance of such meeting if such meeting is
to be held on or after the anniversary of the previous year's annual meeting;
and (2) with respect to any other annual meeting of stockholders or a special
meeting of stockholders, the close of business on the tenth day following the
date of public disclosure of the date of such meeting. (For purposes of this
paragraph 23 of Article III of these by-laws, public disclosure shall be deemed
to include a disclosure made in a press release reported by the Dow Jones News
Services, Associated Press or a comparable national news service or in a
document filed with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.) The written
notice shall set forth: (i) the name, age, business address and residence
address of each nominee proposed in such notice, (ii) the principal occupation
or employment of each such nominee, (iii) the number of shares of capital stock
of the Corporation which are beneficially owned by each such nominee, and (iv)
such other information concerning each such nominee as would be required, under
the rules of the United States Securities and Exchange Commission in a proxy
statement soliciting proxies for the election of such nominee as a director.
Such notice shall include a signed consent of each such nominee to serve as a
director of the Corporation, if elected.

Section 25. Compliance with Procedures. If the chairman of the Election Meeting
determines that a nomination of any candidate for election as a director was not
made in accordance with the applicable provisions of these by-laws, such
nomination shall be void, provided, however, that nothing in these by-laws shall
be deemed to limit any class voting rights upon the occurrence of dividend
arrearages provided to holders of the Corporation's preferred stock.


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                             ARTICLE IV : OFFICERS

Section 1. Number. The officers of the Corporation shall be elected by the board
of directors at its first meeting after each annual meeting of the stockholders
and shall be a Chairman of the Board (who shall also be a director of the
Corporation), a Chief Executive Officer, a President, a Chief Operating Officer,
a Chief Financial Officer, a Treasurer and a Secretary. The board of directors
may also elect one or more Vice Presidents and one or more Assistant Treasurers
and Assistant Secretaries. Any number of offices may be held by the same person,
except that the offices of President and Secretary shall not be held by the same
person. Vice Presidents may be given distinctive designations such as Executive
Vice President or Senior Vice President. Subject to the terms of their
employment agreements, such officers shall exercise such powers and perform such
duties as shall be determined from time to time by the board of directors or the
Executive Committee.

Section 2. Additional Officers and Agents. The board of directors may elect such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board of directors.

Section 3. Term. The officers of the Corporation shall hold office until their
successors are elected or appointed and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time with or without cause by the affirmative
vote of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

Section 4. Compensation. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the board of
directors or the Executive Committee; provided, however, that the board of
directors and the Executive Committee may delegate to the compensation committee
or one or more officers the power to fix the compensation of officers and agents
appointed by them. An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he is also a director of the
Corporation.


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                         ARTICLE V: CERTIFCATES OF STOCK

Section 1. Certificates. Every holder of shares of capital stock in the
Corporation shall be entitled to have a certificate sealed with the seal of the
Corporation and signed by, or in the name of the Corporation by, the President
or Chief Operating Officer and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation. If the Corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
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 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 in section 202 of the DGCL of Delaware, in
lieu of the foregoing requirements, there maybe 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 stockholder who so requests the 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 2. Facsimile Signatures. Any or all of the signatures on the certificate
may be 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 he were such officer, transfer agent or registrar at the date of issue.

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

Section 4. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the DGCL.

Section 5. Regulations. The board of directors may make such additional rules
and regulations, not inconsistent with these by-laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.

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                         ARTICLE VI: GENERAL PROVISIONS

Section 6. Notices. Whenever, under the provisions of applicable law or of the
Certificate or of these by-laws, notice is required to be given to any director
or stockholder, it shall be construed to mean written or printed notice given
either personally or by mail or wire addressed to such director or stockholder,
at his address as it appears on the records of the Corporation, with postage or
other charges thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail or at the
appropriate office for transmission by wire. Notice to directors may also be
given by telephone.

Section 7. Annual Statement. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

Section 8.        Fiscal Year.      The fiscal year of the Corporation shall be
as specified by the board of directors.

Section 9.        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 reproduced or otherwise.

Section 10. Contracts. Except as otherwise required by the DGCL, the Certificate
or these by-laws, any contract, note, bond, mortgage or other instrument in
furtherance of the Corporation's ordinary business and in order to implement any
action authorized by these by-laws may be executed and delivered in the name and
on behalf of the Corporation by such officer of officers (including any
assistant officer) of the Corporation as the board of directors may from time to
time direct. Such authority may be general or confined to specific instances as
the board of directors may determine. Unless authorized by the board of
directors or expressly permitted by these by-laws, no officer or agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render its pecuniary liable
for any purpose or to any amount.

Section 11. Loans. Unless the board of directors or the Executive Committee
shall otherwise determine, any of the Chairman, the Chief Executive Officer or
the President, acting together with the Treasurer, may 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 may make, execute and deliver promissory notes, bonds or other
certificates or evidences or indebtedness of the Corporation, but no officer or
officers shall mortgage, pledge, hypothecate or transfer any securities or other
property of the Corporation other than in connection with the purchase of
chattels for use in the Corporation's operations, except when authorized by the
board of directors.

                                       12

Section 12. Checks, Drafts, etc. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidence of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation by the Chairman, the Chief Executive
Officer, the President, any Vice President or the Treasurer unless the board of
directors or the Executive Committee shall otherwise determine.

Section 13. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositaries as the board of directors may from time to
time designate or as may be designated by any officer or officers of the
Corporation to whom such power of designation may from time to time be delegated
by the board of directors. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by any officer or agent of the Corporation.

Section 14. General and Special Bank Accounts. The board of directors may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the board of
directors may designate or as may be designated by any officer or officers of
the Corporation to whom such power of designation may from time to time be
delegated by the board of directors. The board of directors may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these by-laws, as it may deem expedient.

                             ARTICLE VII: AMENDMENTS

         In furtherance of and not in limitation of the powers conferred by the
DGCL, the board of directors of the Corporation from time to time may make,
amend, alter, change or repeal the by-laws of the Corporation; provided, that
any by-laws made, amended, altered, changed or repealed by the board of
directors or the stockholders of the Corporation may be amended, altered,
changed or repealed, and that any by-laws may be made, by the stockholders of
the Corporation. Notwithstanding any other provisions of the Certificate or
these by-laws (and notwithstanding the fact that a lesser percentage may be
specified by law, the Certificate or these by-laws), the affirmative vote of not
less than a majority of the aggregate voting power of all outstanding shares of
capital stock of the Corporation then entitled to vote generally in the election
of Directors, voting together as a single class, shall be required for the
stockholders of the Corporation to amend, alter, change, repeal or adopt any
by-laws of the Corporation.


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