BY-LAWS

                                         OF

                                MATLACK SYSTEMS, INC.


                                      ARTICLE I

                                   The Corporation

      Section 1.1       Name.  The title of this Corporation is MATLACK
SYSTEMS, INC.

      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 (1988) and the words "Incorporated Delaware".


                                     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.


                                     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 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.  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.


                                     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.


                                      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, shall 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.


                                     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.



                                     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.



                                    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).