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                                                                     EXHIBIT 3.2



                                    BY-LAWS

                                       of

                       HOMECAPITAL INVESTMENT CORPORATION


                              ARTICLE I - OFFICES

1.  REGISTERED OFFICE.

     The registered office shall be the offices of the registered agent of the
Company, The Corporation Trust Company of Nevada, One East First Street, Reno,
Nevada, 89501.

2.  OTHER OFFICES.

     The corporation may have other offices, either within or without the State
of Nevada, at such place or places as the board of director may from time-to-
time appoint or as the business of the corporation may require.

                           ARTICLE II - SHAREHOLDERS

1.  PLACE OF MEETINGS.

     Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of Nevada as the board
of directors shall authorize.

2.  ANNUAL MEETING.

     Annual meetings of stockholders for the election of directors and for such
other business as may be stated in the notice of the meeting, shall be held at
such place, either within or without the State of Nevada, and at such time and
date as the board of directors, by resolution, shall determine and as set forth
in the notice of meeting.  In the event the board of directors fails to so
determine the time, date and place of meeting, the annual meeting of
stockholders shall be held at 10:00 a.m., on the first Tuesday of each February,
at the principal office of the corporation.

     If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day.  At each annual
meeting, the stockholders entitled to vote shall elect a board of directors and
may transact such other corporate business as shall be stated in the notice of
the meeting.

3.  OTHER MEETINGS.

     Meetings of stockholders for any purpose other than the election of
directors may be held at such time and place, within or without the State of
Nevada, as shall be stated in the notice of the meeting.
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4.  FIXING RECORD DATE.

     For the purpose of determining the shareholders entitled to notice of, or
to vote at, any meeting of shareholders, or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
board of directors shall fix, in advance of such meeting or other action, a date
as the record date for any such determination of shareholders.  Such date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.  If no record
date is fixed, it shall be determined in accordance with the provisions of law.
A Determination of stockholders of record entitled to vote at a meeting 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.

5.  STOCKHOLDER LIST.

     Upon the request of any stockholder, the officer who has charge of the
stock ledger of the corporation shall at least ten (10) days before each meeting
of stockholders prepare a complete alphabetical address list of the stockholders
entitled to vote at the ensuing meeting, with the number of shares held by each.
Said 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 (10) 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 be available for inspection at the meeting.

6.  SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may be called by
the Chairman of the Board, the President or Secretary and shall be called by the
President or Secretary at the request in writing of:  (a) a majority of the
directors; or, (b) of any stockholder who holds more than twenty (20%) percent
of the shares entitled to vote thereat.  Such request shall state the purpose of
the proposed meeting.

7.  NOTICE OF MEETINGS OF SHAREHOLDERS.

     Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and, unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons requesting the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten (10) nor more than sixty (60) days
before the date of the meeting.  If action is proposed to be taken that might
entitle shareholders to payment for their shares, the notice shall include a
statement to that effect.  If mailed, the notice shall be deemed to be effective
and given when deposited in the United 

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States mail, with postage thereon prepaid, directed to the shareholder at his
address as it appears on the record of shareholders, or, if he shall have filed
with the secretary a written request that notices to him be mailed to some other
address, then directed to him at such other address.

8.  WAIVERS.

     Notice of meeting need not be given to any shareholder who signs a waiver
of notice, in person or by proxy, whether before or after the meeting.  The
attendance of any shareholders at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting shall constitute a waiver of notice by him.

9.  BUSINESS TRANSACTED.

     No business other than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the stockholders entitled to vote
thereat.

10.  QUORUM OF SHAREHOLDERS.

     Unless the certificate of incorporation provides otherwise, the presence,
in person or by proxy, of the holders of a majority of the shares entitled to
vote thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or classes, the holders of a majority of the
shares of such class or classes shall constitute a quorum for the transaction of
such specified item of business.

     When a quorum is once present to organize a meeting, it shall not be
terminated by the subsequent withdrawal of any shareholders for attendance
thereat.  The shareholders present may adjourn the meeting despite the absence
of a quorum.

11.  PROXIES.

     Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy.  Every proxy must be signed by the shareholder
or his attorney-in-fact.  No proxy shall be valid after expiration of eleven
months from the date thereof unless otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the shareholder executing it, except
as otherwise provided by law.

12.  QUALIFICATION OF VOTERS.

     Every shareholder of record shall be entitled at every meeting of
shareholders to one vote for every share standing in his name on the record of
shareholders, unless otherwise provided in the certificate of incorporation.

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13.  VOTE OF SHAREHOLDERS.

     Except as otherwise required by statute or by the certificate of
incorporation;

          (a) directors shall be elected by a majority of the votes cast at a
     meeting of shareholders by the holders of shares entitled to vote in the
     election;

     (b) all other corporate action shall be authorized by a majority of the
     votes cast.

14.  WRITTEN CONSENT OF SHAREHOLDERS.

     Except as otherwise provided by the Certificate of Incorporation, whenever
the vote of stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provisions of the statutes
or the Certificate of Incorporation or of these By-laws, the meeting and vote of
stockholders may be dispensed with, and action 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 the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such cation at a meeting at which all shares entitled to vote thereon
were present and voted, such consent to be dated and delivered to the
corporation within sixty (60) days of the date of the earliest consent delivered
to the corporation.

                            ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS.
 
     Subject to any provision in the certificate of incorporation the business
of the corporation shall be managed by its board of directors, each of whom
shall be at least 18 years of age.

2.   NUMBER OF DIRECTORS.

     The number of directors shall be a minimum of seven (7) and a maximum of as
many as either the directors by resolution duly adopted or the stockholders, by
resolution duly adopted by a majority of shares entitled to vote, shall
determine.  When all of the shares are owned by less than three (3)
shareholders, the number of directors may be less than three but not less than
the number of shareholders.

3.   ELECTION AND TERM OF DIRECTORS.

     At each annual meeting of shareholders, the shareholders shall elect
directors to hold office until the next annual meeting.  Each director shall
hold office until the expiration of the term for which he is elected and until
his successor has been elected and qualified, or until his prior resignation or
removal.

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4.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board of directors for any reason,
except the removal of directors without cause, may be filled by a vote of
majority of the directors then in office, although less than a quorum exists,
unless otherwise provided in the certificate of incorporation.  Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the shareholders, unless otherwise provided in the certificate of
incorporation.  A director elected to fill a vacancy cause by resignation, death
or removal shall be elected to hold office for the unexpired term of his
predecessor.

5.   REMOVAL OF DIRECTORS.

     Any or all of the directors may be removed for cause by vote of the
shareholders or by action of the board of directors.  Directors may be removed
without cause only by vote of the shareholders.

6.   RESIGNATION.

     A director may resign at any time by giving written notice to the board of
directors, the president or the secretary of the corporation.  Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board of directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.

7.   QUORUM OF DIRECTORS.

     Unless otherwise provided in the certificate of incorporation, a majority
of the entire board of directors shall constitute a quorum for the transaction
of business or of any specified item of business.

8.   ACTION OF THE BOARD.

     Unless otherwise required by law, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the board of directors.

9.   PLACE AND TIME OF BOARD MEETING.

     The board of directors may hold its meetings at the office of the
corporation or at such other places, either within or without the State of
Nevada, as it may from time to time determine.

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10.  REGULAR ANNUAL MEETING.

     A regular annual meeting of the board of directors shall be held
immediately following the annual meeting of shareholders at the place of such
annual meeting of shareholders.

11.  NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT.

     (a) Special meetings of the board of directors shall be held upon notice to
the directors and may be called by the president upon three days notice to each
director either personally or by mail, telegram, telex or telecopier; special
meetings shall be called by the president or by the secretary in a like manner
on written request of two directors.  Notice of a meeting need not be given to
any director who submits a waiver of notice whether before or after the meeting
or who attends the meeting without protesting prior thereto, or at its
commencement, the lack of notice to him.

     (b) A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and/or place.  Notice of the
adjournment shall be given to all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

12.  CHAIRMAN.

     At all meetings of the board of directors, the Chairman of the Board, or in
his absence, the Vice-Chairman of the Board, shall preside.

13.  EXECUTIVE AND OTHER COMMITTEES.

     The board of directors, by resolution adopted by a majority of the entire
board of directors, may designate from among its members an executive committee
and other committees, each consisting of two or more directors.  Each such
committee shall serve at the pleasure of the board of directors.

14.  COMPENSATION.

     No compensation shall be paid to directors, as such, for their services,
but by resolution of the board of directors a fixed sum and expenses for actual
attendance, at each regular or special meeting of the board of directors, may be
authorized.  Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

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15.  ACTION WITHOUT MEETING

     Any action required or permitted to be taken by the board of directors, or
by any committee thereof, may be taken without a meeting, if all members of the
board of directors, or the committee as the case may be, consent in writing to
the adoption of a resolution authorizing the action.  The resolution and the
written consents thereto shall be filed with the minutes of proceedings of the
board of directors or committee.

                             ARTICLE IV - OFFICERS

1.   OFFICES, ELECTION, TERM.

          (a) Unless otherwise provided for in the certificate of incorporation,
     the board of directors may elect or appoint a president, one or more vice-
     presidents, a secretary and a treasurer, and such other officers, including
     chief executive officer, chief operating officer and chief financial
     officer, as it may determine, who shall have such duties, powers and
     functions as hereinafter provided.

          (b) All officers shall be elected or appointed to hold office until
     the meeting of the board of directors following the annual meeting of
     shareholders.

          (c) Each officer shall hold office for the term for which he is
     elected or appointed and until his successor has been elected or appointed
     and qualified.

2.   REMOVAL, RESIGNATION, SALARY, ETC.

          (a) Any officer elected or appointed by the board of directors may be
     removed by the board of directors with or without cause.

          (b) In the event of the death, resignation or removal of an officer,
     the board of directors in its discretion may elect or appoint a successor
     to fill the unexpired term.

          (c) Any two or more offices may be held by the same person, except the
     offices of president and secretary.  When all of the issued and outstanding
     stock of the corporation is owned by one person, such person may hold all
     or any combination of offices.

          (d) The salaries of all officers shall be fixed by the board of
     directors.

          (e) The directors may require any officer to give security for the
     faithful performance of his duties.

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3.   PRESIDENT.

     The president shall manage the business of the corporation and have the
general powers and duties of supervision and management usually vested in the
office of President of a corporation, and shall take such action as may be
necessary to implement all orders and resolutions of the board of directors.

4.   VICE-PRESIDENTS.

     During the absence or disability of the president, the vice-president, or
if there are more than one, the executive vice-president, shall have all the
powers and functions of the president.  Each vice-president shall perform such
other duties as the board of directors shall prescribe.

5.   SECRETARY.

     The secretary shall:

          (a) attend all meetings of the board of directors and of the
     shareholders;

          (b) record all votes and minutes of all proceedings in a book to be
     kept for that purpose;

          (c) give or cause to be given notice of all meetings of shareholders
     and of special meetings of the board of directors;

          (d) keep in safe custody the seal of the corporation and affix it to
     any instrument when authorized by the board of directors;

          (e) when required, prepare or cause to be prepared and available at
     each meeting of shareholders a certified list in alphabetical order of the
     names of shareholders entitled to vote thereat, indicating the number of
     shares of each respective class held by each;

          (f) keep all the documents and records of the corporation as required
     by law or otherwise in a proper and safe manner.

          (g) perform such other duties as may be prescribed by the board of
     directors.

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6.   ASSISTANT-SECRETARIES.

     During the absence or disability of the secretary, the assistant-secretary,
or if there are more than one, the one so designated by the secretary or by the
board of directors, shall have all the powers and functions of the secretary.

7.   TREASURER.

     The treasurer officer shall:

          (a) have the custody of the corporate funds and securities;

          (b) keep full and accurate accounts of receipts and disbursements in
     the corporate books;

          (c) deposit all money and other valuables in the name and to the
     credit of the corporation in such depositories as may be designated by the
     board of directors;

          (d) disburse the funds of the corporation as may be ordered or
     authorized by the board of directors and preserve proper vouchers for such
     disbursements;

          (e) render to the president and board of directors at the regular
     meetings of the board of directors, or whenever they require it, an account
     of all his transactions as treasurer and of the financial condition of the
     corporation;

          (f) render a full financial report at the annual meeting of the
     shareholders if so requested;

          (g) be furnished by all corporate officers and agents at his request,
     with such reports and statements as he may require as to all financial
     transactions of the corporation; and

          (h) perform such other duties as are given to him by these by-laws or
     as from time to time are assigned to him by the board of directors or the
     president.

8.   ASSISTANT-TREASURER.

     During the absence or disability of the treasurer, the assistant-treasurer,
or if there are more than one, the one so designated by the secretary or by the
board of directors, shall have all the powers and functions of the treasurer.

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9.   CHAIRMAN OF THE BOARD.

     The Chairman of the Board shall preside at all meetings of the board of
directors and shall perform such other duties as the board of directors shall
prescribe.

10.  VICE-CHAIRMAN OF THE BOARD.

     During the absence or disability of the Chairman of the Board, the Vice-
Chairman of the Board shall have all the powers and functions of the Chairman of
the Board.

               ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

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, or the President or a Vice-President
and 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 front or back of the certificate which the corporation shall
issue to represent such class of series of stock, provided that, except as
otherwise may be required 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 stockholder 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,
limitation or restrictions of such preferences and/or rights.  Where a
certificate is countersigned (1) by a transfer agent other than the corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, the signatures of such officers may be facsimiles.

2.   LOST OR DESTROYED 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 or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed.  When authorizing such issue of a new certificate 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 or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum and with such
surety or sureties as it may direct as 

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indemnity against any claim that may be made against the corporation with
respect tot he certificate alleged to have been lost or destroyed.

3.   TRANSFERS OF SHARES.

          (a) Upon surrender to the corporation or the transfer agent of the
     corporation of a certificate for shares duly endorsed or accompanied by
     proper evidence of succession, assignment or authority to transfer, it
     shall be the duty of the corporation to issue a new certificate to the
     person entitled thereto, and cancel the old certificate; every such
     transfer shall be entered on the transfer book of the corporation which
     shall be dept at its principal office.  No transfer shall be made within
     ten (10) days next preceding the annual meeting of shareholders.

          (b) The corporation shall be entitled to treat the holder of record of
     any share as the holder in fact thereof and, accordingly, shall not be
     bound to recognize any equitable or other claim to or interest in such
     share on the part of any other person, whether or not the Corporation shall
     have express or other notice thereof, except as expressly provided by the
     laws of Nevada.

                             ARTICLE VI - DIVIDENDS

     Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding share of the corporation may be
declared in such amounts and at such time or times as the board of directors may
determine.

                          ARTICLE VII - CORPORATE SEAL

     The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words "Corporate Seal,
Nevada."  The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificate for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.

                    ARTICLE VIII - EXECUTION OF INSTRUMENTS

     All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board of directors may from time to time designate.

                            ARTICLE IX - FISCAL YEAR

     The fiscal year of the corporation shall be determined by resolution of the
board of directors.

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             ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION

     References to the certificate of incorporation in these by-laws shall
include all amendments thereto or changes thereof unless specifically excepted.

                          ARTICLE XI - BY-LAW CHANGES

1.   AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

     (a) Except as otherwise provided in the certificate of incorporation, the
by-laws may be amended, repealed or adopted by vote of the holders of the shares
at the time entitled to vote for the election of any directors.  By-laws may
also be amended, repealed or adopted by the board of directors, but any by-law
adopted by the board of directors may be amended by the shareholders entitled to
vote thereon as hereinabove provided.

     (b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board of directors, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the by-
laws so adopted, amended or repealed, together with a concise statement of the
changes made.

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

1.   WAIVER OF NEVADA CONTROL SHARE ACQUISITION ACT.

     The provisions of the Nevada Control Share Acquisition Act, Nevada Revised
Statutes Sections 78.378 to 78.3793, shall not apply to the Corporation or to
any person acquiring shares of the capital stock of the Corporation.

2.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     (a)  Indemnification Coverage.  To the fullest extent permitted by law, the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, any
appeal to such an action, suit or proceeding and any inquiry or investigation
that could lead to such an action, suit or proceeding (collectively, such
actions, suits, proceedings, appeals, inquiries and investigations are referred
to collectively as "Proceedings" and individually as "Proceeding"), by reason of
the fact that such person either is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another domestic or foreign corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, penalties
(including excise and similar taxes), fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
Proceeding, if it is determined that such

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person acted in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Company and, with respect
to any criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful; provided, however, that indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the Company or for amounts paid in settlement to the Company, unless and only
to the extent that the court in which the Proceeding was brought or other court
of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. The termination of any
Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Company and that,
with respect to any criminal Proceeding, such person had reasonable cause to
believe that his conduct was unlawful.

     (b)  Eligibility Determination.  Any indemnification under subsection (a),
unless ordered by a court or advanced pursuant to subsection (d), must be made
by the Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances.  The determination must be made:  (i) by the stockholders; or
(ii) by the board of directors by a majority vote of a quorum consisting of
directors who at the time of the vote are not named defendants or respondents in
the Proceeding; or (iii) if a majority of such a quorum so orders, by written
opinion of independent legal counsel; or (iv) if such a quorum cannot be
obtained, by written opinion of independent legal counsel.

     (c)  Mandatory Indemnification.  To the extent that a director, officer,
employee or agent of the Company has been successful on the merits or otherwise
in defense of any Proceeding referred to in subsection (a) of this Section, or
in defense of any claim, issue or matter therein, such person shall be
indemnified by the Company against expenses (including court costs and
attorneys' fees) actually and reasonably incurred by him in connection with the
defense of the Proceeding.

     (d)  Expenses Advance.  The reasonable expenses incurred by a director or
officer in defending a Proceeding shall be paid by the Company as they are
incurred in advance of the final disposition of such Proceeding and without any
of the determinations specified in subsection (b) of this Section, upon receipt
by the Company of a written undertaking by or on behalf of the director or
officer to repay such amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the Company
as authorized in this Section.  The Company may, to the extent authorized from
time to time by the board of directors, grant rights to the advancement of
expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section with respect to the advancement of expenses of
directors and officers of the Company.

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     (e)  Non-Exclusive.  The right to indemnification conferred in this Section
shall be a contract right.  The indemnification provided by this Section shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any other law, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, either as to action in an official
capacity or an action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

     (f)  Insurance.  The Company may purchase and maintain insurance or make
any other financial arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise against any liability asserted against him and
any liability and expenses incurred by him in any such capacity, or arising out
of his status as such, whether or not the Company would have the authority to
indemnify him against such liability and expenses; provided, however, that no
financial arrangement made pursuant to this subsection may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court.  The insurance or other arrangement may be
procured, maintained or established within the Company or with any insurer or
other person deemed appropriate by the board of directors regardless of whether
all or part of the stock or other securities of the insurer or other person is
owned in whole or part by the Company.  In the absence of fraud, the judgment of
the board of directors as to the terms and conditions of the insurance or other
arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether directors
participating in the approval are beneficiaries of the insurance or arrangement.

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