BY-LAWS

                                         OF

                             ROLLINS TRUCK LEASING CORP.


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                                      ARTICLE I

                                   The Corporation

            Section 1.1       Name.  The title of this Corporation is
Rollins Truck Leasing Corp.

            Section 1.2       Office.  The registered office of this
Corporation shall be located at One Rollins Plaza, Wilmington, County
of New Castle, State of Delaware, or at such other place as the Board
of Directors may designate in accordance with Section 133 of the
Delaware Corporation Law.

            Section 1.3       Seal.  The corporate seal of the Corporation
shall have inscribed thereon the name of the Corporation and the year
of its creation (1954) and the words "Incorporated Delaware".

<PAGE>
                                     ARTICLE II

                                    Stockholders

            Section 2.1       Annual Meeting.  The annual meeting of
stockholders shall be held at such place within or without the State of
Delaware as the Board of Directors from time to time determine.

            Section 2.2       Special Meetings.  Special meetings of
stockholders for any purpose or purposes may be called at any time by
the Chairman of the Board of Directors, the Vice Chairman of the Board
of Directors, the Chairman of the Executive Committee or the President
and not by any other person.

            Section 2.3       Notice of Meetings.  Whenever stockholders 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 nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be given when deposited in the mail, postage
prepaid, directed to the stockholder at his address as it appears on
the records of the Corporation.

            Section 2.4       Adjournments.  Any meeting of the
stockholders, annual or special, may adjourn 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 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.

            Section 2.5       Quorum.  At each meeting of stockholders,
except where otherwise provided by law or the certificate of
incorporation or these by-laws, the holders of a majority of the
outstanding shares of stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum.  In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner provided in Section 2.4 of
these by-laws until a quorum shall attend.

            Section 2.6       Organization.  Meetings of stockholders shall
be presided over by the Chairman of the Board, if any, or in his
absence by the Vice Chairman of the Board, if any, or in his absence by
the President, or in his absence 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 shall act as secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

            Section 2.7       Voting; Proxies.  Unless otherwise provided in
the certificate of incorporation, each stockholder entitled to vote at
any meeting of stockholders shall be entitled to one vote for each
share of stock held by him which has voting power upon the matter in
question.  Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.  A
stockholder entitled to vote may authorize a proxy by means of a
writing, by telephone, by the Internet, by other forms of electronic
transmission or by any other manner permitted by law.  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.  A stockholder 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 stockholders need not be by written
ballot and need not be conducted by inspectors unless the holders of a
majority of the outstanding shares of all classes of stock entitled to
vote thereon present in person or by proxy at such meeting shall so
determine.  At all meetings of stockholders for the election of
directors a plurality of the votes cast shall be sufficient to elect.
All other elections and questions shall, unless otherwise provided by
law or by the certificate of incorporation or these by-laws, be decided
by the vote of the holders of a majority of the outstanding shares of
stock entitled to vote thereon present in person or by proxy at the
meeting, provided that (except as otherwise required by law or by the
certificate of incorporation or these by-laws) the Board of Directors
may require a larger vote upon any election or question.

            Section 2.8       Fixing Date for Determination of Stockholders
of Record.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment
of any dividend  or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion of
exchange or stock or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.  If no
record date is fixed:  (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; and (2)
the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

            Section 2.9       List of Stockholders Entitled To Vote.  The
Secretary shall prepare and make, 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 at the time and place of the
meeting during the whole time thereof and may be inspected by any
stockholder who is present.  The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock
ledger, the list of stockholders or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

            Section 2.10      Action by Consent Of Stockholders.  No action
required to be taken or which may be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.

<PAGE>
                                     ARTICLE III

                                 Board of Directors

            Section 3.1       Number; Qualifications.  The Board of
Directors shall consist of up to the number of directors provided for
in the Corporation's Certificate of Incorporation.  At the time of
nomination, a Director must own not less than 500 shares of common
stock in the Corporation.

            Section 3.2       Election; Resignation; Removal; Vacancies.  At
each annual meeting of stockholders, the stockholders shall elect
Directors to replace those Directors whose terms then expire.  Any
Director may resign at any time upon written notice to the Corporation.
Stockholders may remove Directors only for cause.  Any vacancy
occurring in the Board of Directors for any cause may be filled only by
the Board of Directors, acting by vote of a majority of the Directors
then in office, although less than a quorum.  Each Director so elected
shall hold office until the expiration of the term of office of the
Director whom he has replaced.

            Section 3.3       Notice Of Nomination Of Directors.
Nominations for the election of directors may be made by the Board of
Directors or by any stockholder entitled to vote for the election of
directors.  Notice of nominations which are proposed by the Board of
Directors shall be given by the Chairman on behalf of the Board.
Nominations by a shareholder shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Corporation and received in the form required
by these By-laws not less than ninety days prior to the anniversary of
the prior year's annual meeting of stockholders or not less than seven
days following the day on which notice of any special meeting has been
mailed to stockholders calling for the election of directors.   Each
such notice shall set forth (i) the name, age, business address and, if
known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee for the
past five years and (iii) evidence of such nominee's qualification
under Section 3.1 to these By-laws.  The Chairman of the meeting may,
if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

            Section 3.4       Non-Discrimination Statement.  Consistent with
the Corporation's equal employment opportunity policy, nominations for
the election of directors shall be made by the Board of Directors and
accepted from stockholders in a manner consistent with these By-Laws
and without regard to the nominee's race, color, ethnicity, religion,
sex, age, national origin, veteran status, handicap or disability.

            Section 3.5       Regular Meetings.  Regular meetings of the
Board of Directors may be held at such places within or without the
State of Delaware and at such  times as the Board of Directors may from
time to time determine, and if so determined notices thereof need not
be given.

            Section 3.6       Special Meetings.  Special meetings of the
Board of Directors may be held at any time or place within or without
the State of Delaware whenever called by the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the Chairman of
the Executive Committee, or by the President.  Reasonable notice
thereof shall be given by the person calling the meeting, not later
than the second day before the date of the special meeting.

            Section 3.7       Telephonic Meetings Permitted / No Recordings.
Members of the Board of Directors, or any committee designated by the
Board, may participate in any meeting of such Board or committee by
means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.  No electronic recording
or stenographic transcription of any meeting of the Board or any
committee shall be permitted without the consent of a majority of the
Board or committee members present at the meeting and no recording or
transcription made in violation of these By-laws shall be disclosed to
any third person, admissible in any proceeding or used in any fashion.

            Section 3.8       Quorum; Vote Required For Action; Informal
Action.  At all meetings of the Board of Directors a majority of the
whole Board shall constitute a quorum for the transaction of business.
Except in cases in which the certificate of incorporation or these
by-laws otherwise provide, 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 otherwise restricted by the certificate
of incorporation or these by-laws, any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or
such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of
the Board or committee.

            Section 3.9       Organization.  Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if any,
or in his absence by the Vice Chairman of the Board, if any, or in his
absence by the President, or in their absence by a chairman chosen at
the meeting.  The Secretary shall act as a secretary of the meeting,
but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

            Section 3.10      Compensation Of Directors.  The Directors and
members of standing committees shall receive such fees or salaries as
fixed by resolution of the Executive Committee and in addition will
receive expenses in connection with attendance or participation in each
regular or special meeting.

<PAGE>
                                     ARTICLE IV

                                     Committees

            Section 4.1       Committees.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the
directors of the Corporation.  The Board may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  In the
absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting
in place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of
Directors, 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 power or authority in reference to amending the certificate of
incorporation of the Corporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or
exchange or all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of dissolution, or amending these by-laws.
The Board of Directors shall, at the annual organization meeting
thereof, elect an Executive Committee which shall consist of not more
than three members, all of whom shall be members of the Board of
Directors.  The Executive Committee shall have and may exercise all of
the powers and authority of the Board of Directors in the management of
business and affairs of the Corporation to the fullest extent permitted
by law (as presently allowed under Section 141 (c) to the Delaware
General Corporation Law as revised effective July 1, 1996, and as may
be allowed in the future pursuant to amendments or revisions to
applicable law).  Any Director may be removed from any committee of the
Board with or without cause by the affirmative vote of a majority of
the entire Board of Directors.

            Section 4.2       Committee Rules.  Unless the Board of
Directors otherwise provides, each committee designated by the Board
may make, alter and repeal rules for the conduct of its business.  In
the absence of such rules each committee shall conduct its business in
the same manner as the Board of Directors conducts its business
pursuant to Article III of these by-laws.

<PAGE>
                                      ARTICLE V

                                      Officers

            Section 5.1       Executive Officers; Election; Qualifications;
Term of Office; Resignation; Removal; Vacancies.  The officers of the
Corporation shall consist of a Chairman, Vice Chairman, President, Vice
Presidents, Secretary, Assistant Secretaries, Treasurer, Assistant
Treasurers, General Counsel, and such other officers as may from time
to time be elected or appointed by the Board of Directors.  Any officer
may resign at any time upon written notice to the Corporation.  The
Board of Directors may remove any officer with or without cause at any
time, but such removal shall be without prejudice to the contractual
rights of such officer, if any, with the Corporation.  Any number of
offices may be held by the same person.  Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise
may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.  In the absence of any
officer, the Board of Directors may delegate his power and duties to
any other officer or to any director for the time being.

            Section 5.2       Duties Of The Chairman Of The Board And The
Chairman Of The Executive Committee.  The Chairman shall preside at all
meetings of the shareholders and the Board, shall have general and
active management of the business of the Corporation and shall perform
such duties as the Board of Directors may prescribe.  In all cases,
where a Chairman of the Executive Committee is elected, the Chairman of
the Executive Committee shall, in the absence of the Chairman of the
Board of Directors, act in the latter's capacity.

            Section 5.3       President.  The President shall be the Chief
Executive Officer of the Corporation, may execute in the name of the
Corporation all contracts and agreements authorized by the Board or the
Executive Committee.  He may sign certificates of stock; he shall have
general supervision and direction of all the other officers of the
Corporation; he shall submit a complete report of the operations and
condition of the Corporation for the year to the Chairman and to the
directors at their regular meetings, and from time to time shall report
to the directors all matters which the interest of the Corporation may
require to be brought to their notice.  He shall have the general
powers and duties usually vested in the office of a President of a
corporation.

            Section 5.4       Vice President Finance.  The Vice President
Finance shall be Chief Accounting and Chief Financial Officer of the
Corporation and shall be responsible to the Board of Directors, the
Executive Committee and the President for all financial control and
internal audit of the Corporation and its subsidiaries.  He shall
perform such other duties as may be assigned to him by the Board of
Directors, the Executive Committee or the President.

            Section 5.5       Vice Presidents.  The Vice Presidents elected
or appointed by the Board of Directors shall perform such duties and
exercise such powers as may be assigned to them from time to time by
the Board of Directors, the Executive Committee or the President.  In
the absence or disability of the President, the Vice President
designated by the Board of Directors, the Executive Committee, or the
President shall perform the duties and exercise the powers of the
President.  A Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.

            Section 5.6       Secretary.  The Secretary shall be ex-officio
Secretary of the Board of Directors and of the standing committees.  He
shall attend all sessions of the Board, act as clerk thereof, record
all votes and keep the minutes of all proceedings in a book to be kept
for that purpose.  He shall perform like duties for the standing
committees when required.  He shall see that the proper notices are
given of all meetings of stockholders and directors, and perform such
other duties as may be prescribed from time to time by the Board of
Directors, the Executive Committee, Chairman or President, and shall be
sworn to the faithful discharge of his duties.

            Section 5.7       Treasurer.  The Treasurer shall keep full and
accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the Corporation, in such depositories
as may be designated by the Board of Directors or Executive Committee.
He shall disburse the funds of the Corporation as may be ordered by the
Board, the Executive Committee or the President, taking proper vouchers
therefor, and shall render to the President and the Executive Committee
and Directors, whenever they may require it, an account of all his
transactions as Treasurer, and of the financial condition of the
Corporation, and at the annual organization meeting of the Board a like
report for the preceding year.

            Section 5.8       General Counsel.  The General Counsel shall be
the legal adviser of the Corporation and shall perform such services as
the Chairman, President, Board of Directors or Executive Committee may
require.


<PAGE>
                                     ARTICLE VI

                                        Stock

            Section 6.1       Certificates.  Every holder of stock 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 of the Corporation, certifying the number of
shares owned by him in the Corporation.  Any of or all the signatures
on the certificate may be a facsimile.  In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate, shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.

            Section 6.2       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 his 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.

<PAGE>
                                     ARTICLE VII

                                   Indemnification

            Section 7.1.      General.  The Company shall indemnify, and
advance Expenses (as hereinafter defined) to, Indemnitee (as
hereinafter defined) to the fullest extent permitted  by applicable law
in effect on July 23, 1986, and to such greater extent as applicable
law may thereafter from time to time permit.  The rights of Indemnitee
provided under the preceding sentence shall include, but shall not be
limited to, the rights set forth in the other Sections of this Article.

            Section 7.2.      Proceedings Other Than Proceedings By Or In
The Right Of The Company.  Indemnitee shall be entitled to the
indemnification rights provided in this Section 7.2 if, by reason of
his Corporate Status (as hereinafter defined), he is, or is threatened
to be made, a party to any threatened, pending, or completed Proceeding
(as hereinafter defined), other than a Proceeding by or in the right of
the Company.  Pursuant to this Section 7.2, Indemnitee shall be
indemnified against Expenses, judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter
therein, if he acted in good faith and in a manner he 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.

            Section 7.3.      Proceedings By Or In The Right Of The Company.
Indemnitee shall be entitled to the indemnification rights provided in
this Section 7.3 to the fullest extent permitted by law if, by reason
of his Corporate Status, he is, or is threatened to be made, a party to
any threatened, pending or completed Proceeding brought by or in the
right of the Company to procure a judgment in its favor.  Pursuant to
this Section 7.3, Indemnitee shall be indemnified against Expenses,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such
Proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Company.

            Section 7.4.      Indemnification For Expenses Of A Party Who Is
Wholly Or Partly Successful.  Notwithstanding any other provision of
this Article, to the extent that Indemnitee is, by reason of his
Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.  If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter.  For purposes of this
Section and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or
matter.

            Section 7.5.      Indemnification For Expenses Of A Witness.
Notwithstanding any other provision of this Article, to the extent that
Indemnitee is, by reason of his Corporate Status, a witness in any
Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.

            Section 7.6.      Advancement Of Expenses.  The Company shall
advance all reasonable Expenses incurred by or on behalf of Indemnitee
in connection with any Proceeding within twenty days after the receipt
by the Company of a statement or statements from Indemnitee requesting
such advance or advances from time to time, whether prior to or after
final disposition of such proceeding.  Such statement or statements
shall reasonably evidence the Expenses incurred by Indemnitee and shall
include or be preceded or accompanied by an undertaking by or on behalf
of Indemnitee to repay any Expenses advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified against
such Expenses.

            Section 7.7.      Procedure For Determination Of Entitlement To
Indemnification.

            (a)   To obtain indemnification under this Article, Indemnitee
shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification.  The
determination of Indemnitee's entitlement to indemnification shall be
made not later than 60 days after receipt by the Company of the written
request for indemnification.  The Secretary of the Company shall,
promptly upon receipt of such a request for indemnification, advise the
Board of Directors in writing that Indemnitee has requested
indemnification.

            (b)   Indemnitee's entitlement to indemnification under any of
Sections 7.2, 7.3 or 7.4 of this Article shall be determined in the
specific case:  (i) by the Board of Directors by a majority vote of a
quorum of the Board consisting of Disinterested Directors (as
hereinafter defined); or (ii) by Independent Counsel (as hereinafter
defined), in a written opinion, if (A) a Change of Control (as
hereinafter defined) shall have occurred and Indemnitee so requests, or
(B) if a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs; or (iii) by the stockholders of the
Company; or (iv) as provided in Section 7.8 of this Article.

            (c)   In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 7.7(b) of this Article, the Independent Counsel shall be
selected as provided in this Section 7.7(c).  If a Change of Control
shall not have occurred, the Independent Counsel shall be selected by
the Board of Directors, and the Company shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel so
selected.  If a Change of Control shall have occurred, and if so
requested by Indemnitee in his written request for indemnification, the
Independent Counsel shall be selected by Indemnitee, and Indemnitee
shall give written notice to the Company advising it of the identity of
the Independent Counsel so selected.  In either event, Indemnitee or
the Company, as the case may be, may, within 7 days after such written
notice of selection shall have been given, deliver to the Company or to
Indemnitee, as the case may be, a written objection to such selection.
Such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of "Independent
Counsel" as defined in Section 7.13 of this Article, and the objection
shall set forth with particularity the factual basis of such assertion.
If such written objection is made, the Independent Counsel so selected
shall be disqualified from acting as such.  If, within 20 days after
submission by Indemnitee of a written request for indemnification
pursuant to Section 7.7(a) hereof, no Independent Counsel shall have
been selected, or if selected shall have been objected to, in
accordance with this Section 7.7(c), either the Company or Indemnitee
may petition the Court of Chancery of the State of Delaware for the
appointment as Independent Counsel of a person selected by the Court or
by such other person as the Court shall designate, and the person so
appointed shall act as Independent Counsel under Section 7.7(b) hereof.
The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in acting
pursuant to Section 7.7(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section
7.7(c), regardless of the manner in which such Independent Counsel was
selected or appointed.

            Section 7.8.      Presumptions And Effect Of Certain
Proceedings.  If a Change of Control shall have occurred, Indemnitee
shall be presumed (except as otherwise expressly provided in this
Article) to be entitled to indemnification under this Article upon
submission of a request for indemnification in accordance with Section
7.7(a) of this Article, and thereafter the Company shall have the
burden of proof to overcome that presumption in reaching a
determination contrary to that presumption.  Whether or not a Change of
Control shall have occurred, if the person or persons empowered under
Section 7.7 of this Article to determine entitlement to indemnification
shall not have made a determination within 60 days after receipt by the
Company of the request therefor, the requisite determination of
entitlement to indemnification shall be deemed to have been made and
Indemnitee shall be entitled to such indemnification unless (i)
Indemnitee misrepresented or failed to disclose a material fact in
making the request for indemnification, or (ii) such indemnification is
prohibited by law.  The termination of any Proceeding described in any
of Sections 7.2, 7.3, or 7.4 of this Article, or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as
otherwise expressly provided in this Article) of itself adversely
affect the right of Indemnitee to indemnification or create a
presumption that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

            Section 7.9.      Remedies Of Indemnitee.

            (a)   In the event that (i) a determination is made pursuant
to Section 7.7 of this Article that Indemnitee is not entitled to
indemnification under this Article, (ii) advancement of Expenses is not
timely made pursuant to Section 7.6 of this Article, or (iii) payment
of indemnification is not made within five (5) days after a
determination of entitlement to indemnification has been made or deemed
to have been made pursuant to Sections 7.7 or 7.8 of this Article,
Indemnitee shall be entitled to an adjudication in an appropriate court
of the State of Delaware, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advancement
of Expenses.  Alternatively, Indemnitee, at his option, may seek an
award in arbitration to be conducted by a single arbitrator pursuant to
the rules of the American Arbitration Association.  The Company shall
not oppose Indemnitee's right to seek any such adjudication or award in
arbitration.

            (b)   In the event that a determination shall have been made
pursuant to Section 7.7 of this Article that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced
pursuant to this Section 7.9 shall be conducted in all respects as a de
novo trial, or arbitration, on the merits and Indemnitee shall not be
prejudiced by reason of that adverse determination.  If a Change of
Control shall have occurred, in any judicial proceeding or arbitration
commenced pursuant to this Section 7.9 the Company shall have the
burden of proving that Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.

            (c)   If a determination shall have been made or deemed to
have been made pursuant to Sections 7.7 or 7.8 of this Article that
Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 7.9, unless (i) Indemnitee
misrepresented or failed to disclose a material fact in making the
request for indemnification, or (ii) such indemnification is prohibited
by law.

            (d)   The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section
7.9 that the procedures and presumptions of this Article are not valid,
binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of
this Article.

            (e)   In the event that Indemnitee, pursuant to this Section
7.9, seeks a judicial adjudication of, or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this
Article, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company against, any and all expenses (of
the types described in the definition of Expenses in Section 7.13 of
this Article) actually and reasonably incurred by him in such judicial
adjudication or arbitration, but only if he prevails therein.  If it
shall be determined in said judicial adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated.

            Section 7.10.     Non-Exclusivity And Survival Of Rights.  The
rights of indemnification and to receive advancement of Expenses as
provided by this Article shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable
law, the Certificate of Incorporation, the By-Laws, any agreement, a
vote of stockholders or a resolution of directors, or otherwise.
Notwithstanding any amendment, alteration or repeal of any provision of
this Article, Indemnitee shall, unless otherwise prohibited by law,
have the rights of indemnification and to receive advancement of
Expenses as provided by this Article in respect of any action taken or
omitted by Indemnitee in his Corporate Status and in respect of any
claim asserted in respect thereof at any time when such provision of
this Article was in effect.  The provisions of this Article shall
continue as to an Indemnitee whose Corporate Status has ceased and
shall inure to the benefit of his heirs, executors and administrators.

            Section 7.11.     Severability.  If any provision or provisions
of this Article shall be held to be invalid, illegal or unenforceable
for any reason whatsoever:

            (a)   the validity, legality and enforceability of the
remaining provisions of this Article (including without limitation,
each portion of any Section of this Article containing any such
provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and

            (b)   to the fullest extent possible, the provisions of this
Article (including, without limitation, each portion of any Section of
this Article containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

            Section 7.12.     Certain Persons Not Entitled To
Indemnification Or Advancement Of Expenses.  Notwithstanding any other
provision of this Article, no person shall be entitled to
indemnification or advancement of Expenses  under this Article with
respect to any Proceeding, or any claim therein, brought or made by him
against the Company.

            Section 7.13.     Definitions.  For purposes of this Article:

            (a)   "Change in Control" means a change in control of the
Company of a nature that would be required to be reported in response
to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any
similar item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934 (the "Act"), whether or not the Company
is then subject to such reporting requirement; provided, however, that,
without limitation, such a Change in Control shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Act) is or becomes the "beneficial owner") (as defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of
the Company's then outstanding securities without the prior approval of
at least two-thirds of the members of the Board of Directors in office
immediately prior to such person attaining such percentage interest;
(ii) the Company is a party to a merger, consolidation, sale of assets
or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of
Directors thereafter; or (iii) during any period of two consecutive
years, individuals who at the beginning of such period constituted the
Board of Directors (including for this purpose any new director whose
election or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board of Directors.

            (b)   "Corporate Status" describes the status of a person who
is or was a director, officer, employee, agent or fiduciary of the
Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person is or was
serving at the request of the Company.

            (c)   "Disinterested Director" means a director of the Company
who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.

            (d)   "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or
defend, investigating, or being or preparing to be a witness in a
Proceeding.

            (e)   "Indemnitee" includes any person who is, or is
threatened to be made, a witness in or a party to any Proceeding as
described in Sections 7.2, 7.3 or 7.4 of this Article by reason of his
Corporate Status.

            (f)   "Independent Counsel" means a law firm, or a member of
a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five (5) years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to
either such party, or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder.  Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person
who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee's rights
under this Article.

            (g)   "Proceeding" includes any action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative
hearing or any other proceeding whether civil, criminal, administrative
or investigative, except one initiated by an Indemnitee pursuant to
Section 7.9 of this Article to enforce his rights under this Article.

            Section 7.14.     Miscellaneous.  Use of the masculine pronoun
shall be deemed to include usage of the feminine pronoun where
appropriate.


<PAGE>
                                    ARTICLE VIII

                                    Miscellaneous

            Section 8.1       Fiscal Year.  The fiscal year of the
Corporation shall be determined by resolution of the Board of
Directors.

            Section 8.2       Waiver Of Notice Of Meetings Of Stockholders,
Directors, And Committees.  Any written waiver of notice, 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 stockholders, directors, or members
of a committee of directors need be specified in any written waiver of
notice..

            Section 8.3       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 or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are
counted for such purpose, if:  (1) the material facts as to his
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 or the committee in good faith authorizes the contract or
transaction by the affirmative vote 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 relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors,
a committee thereof, or the stockholders.  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 8.4       Attorneys' Fees in Shareholder Actions.  No
stockholder shall bring any action against the Corporation or any
officer or director of the Corporation (in their respective
capacities), unless such stockholder and any person controlling such
stockholder shall have entered an agreement with the Corporation,
reasonably satisfactory to it, requiring the losing party to pay to the
prevailing party the attorneys' fees and expenses incurred by the
prevailing party in such action.  As used in this Section 8.4, the term
"person" shall have the meaning given it in Section 13(d) of the
Securities Exchange Act of 1934 ("Exchange Act"), and the term
"controlling" shall have the meaning given it in Rule 12b-2 under the
Exchange Act.  This provision shall not apply to any action or claim
arising before this provision shall have become effective.

            Section 8.5       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, tape, disc, 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 8.6       Amendment Of By-Laws.  The Board of Directors
of the Corporation is expressly authorized to adopt, amend or repeal
the by-laws of the Corporation by a vote of a majority of the entire
Board.  The stockholders may make, alter or repeal any by-law whether
or not adopted by them, provided however, that any such additional
by-laws, alterations or repeal may be adopted only by the affirmative
vote of the holders of 75% or more of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class), unless such
additional by-laws, alterations or repeal shall have been recommended
to the stockholders for adoption by a majority of the Board of
Directors, in which event such additional by-laws, alterations or
repeal may be adopted by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for
this purpose as one class).