Exhibit  1.3











                                     BYLAWS

                                       of

                                   CBCOM, INC.





























<PAGE>





                                TABLE OF CONTENTS
                                -----------------

                                                                 Page
                                                                 ----

ARTICLE  I  -  Offices
    Section  1.01  Registered  Office                              1

    Section  1.02  Principal  Office                               1

    Section  1.03  Other  Offices                                  1


ARTICLE  II  -  Meetings  of  Stock  holders

    Section  2.01  Annual  Meetings                                1

    Section  2.02  Special  Meeting                                1

    Section  2.03  Place  of  Meetings                             2

    Section  2.04  Notice  of  Meetings                            2

    Section  2.05  Quorum                                          3

    Section  2.06  Voting                                          3

    Section  2.07  List  of  Stockholders                          5

    Section  2.08  Inspector  of  Election                         5

    Section  2.09  Stockholder  Action  Without  Meetings          5

    Section  2.10  Record  Date                                    6


ARTICLE  III  -  Board  of  Directors

    Section  3.01  General  Powers                                 6

    Section  3.02  Number  and  Term                               6

    Section  3.03  Election  of  Directors                         7

    Section  3.04  Resignation  and  Removal                       7

    Section  3.05  Vacancies                                       7


                                       -i-
<PAGE>


     Section  3.06  Place  of  Meeting;  Telephone
 Conference  Meeting                                              8

    Section  3.07  First  Meeting                                 8

    Section  3.08  Regular  Meetings                              8

    Section  3.09  Special  Meetings                              8

    Section  3.10  Quorum  and  Action                            9

    Section  3.11  Action  by  Consent                            9

    Section  3.12  Compensation                                   9

    Section  3.13  Committees                                     9

    Section  3.14  Officers  of  the  Board                      10


ARTICLE  IV  -  Officers

    Section  4.01  Officers                                      10

    Section  4.02  Election  and  Term                           10

    Section  4.03  Subordinate  Officers                         10

    Section  4.04  Removal  and  Resignation                     11

    Section  4.05  Vacancies                                     11

    Section  4.06  President                                     11

    Section  4.07  Chairman  of  the  Board                      11

    Section  4.08  Vice  President                               11

    Section  4.09  Secretary                                     12

    Section  4.10  Treasurer                                     12

    Section  4.11  Compensation                                  13


ARTICLE  V  -Contracts,  Checks,  Drafts  Bank  Accounts,  Etc.

    Section  5.01  Execution  of  Contracts                      13


                                     - ii -
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    Section  5.02  Checks,  Drafts,  Etc.                        13

    Section  5.03  Deposit                                       14

    Section  5.04  General  and  Special  Bank  Accounts         14


ARTICLE  VI  -  Shares  and  Their  Transfer

    Section  6.01  Certificates  for  Stock                      14

    Section  6.02  Transfer  of  Stock                           15

    Section  6.03  Regulations                                   15

    Section  6.04  Lost,  Stolen,  Destroyed  and
    Mutilated  Certificates                                      16

    Section  6.05  Representation  of  Shares
    of  Other  Corporation                                       16


ARTICLE  VII  -  Indemnification

    Section  7.01  Actions  Other  Than  By  or  In
    The  Right  of  the  Corporation                             16

    Section  7.02  Actions  by  or  In  the  Right  of  the
    Corporation                                                  17

    Section  7.03  Determination  of  Right  of
    Indemnification                                              17

    Section  7.04  Indemnification  Against
    Expenses  of  Successful  Party                              18

    Section  7.05  Advance  of  Expenses                         18

    Section  7.06  Other  Rights  and  Remedies                  18

    Section  7.07  Insurance                                     18

    Section  7.08  Constituent  Corporations                     19

    Section  7.10  Broadest  Lawful  Indemnification             19

    Section  7.11  Term                                          21


                                     - iii -
<PAGE>


    Section  7.12  Severability                                  21

    Section  7.13  Amendments                                    21


ARTICLE  VIII  -  Miscellaneous

    Section  8.01  Seal                                         22

    Section  8.02  Waiver  of  Notices                          22

    Section  8.03  Loans  and  Guaranties                       22

    Section  8.04  Gender                                       22

    Section  8.05  Amendments                                   22


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                                     BYLAWS

                                       of

                                   CBCOM, INC.
                             a Delaware Corporation

                                    ARTICLE I

                                     OFFICES
                                     -------

     Section  1.01  REGISTERED  OFFICE.  The  registered  office  of CBCom, Inc.
(hereinafter  called  the  "Corporation") shall be at such place in the State of
Delaware  as  shall  be designated by the Board of Directors (hereinafter called
the  "Board").

     Section 1.02 PRINCIPAL OFFICE.  The principal office for the transaction of
the business of the Corporation shall be at such location, within or without the
State  of  Delaware,  as  shall  be  designated  by  the  Board.

     Section  1.03  OTHER  OFFICES.  The  Corporation may also have an office or
offices  at  such  other  place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation  may  require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section  2.01  ANNUAL MEETINGS.  Annual meetings of the stockholders of the
Corporation  for  the  purpose  of electing directors and for the transaction of
such  other proper business as may come before such meetings may be held at such
time,  date  and  place  as  the  Board  shall  determine  by  resolution.

     Section 2.02 SPECIAL MEETINGS.  Special meetings of the stockholders of the
Corporation  for any purpose or purposes may be called at any time by the Board,
or  by  a committee of the Board which has been duly designated by the Board and
whose  powers  and authority, as provided in a resolution of the Board or in the
Bylaws,  include  the  power  to  call  such  meetings,  but  such  special


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meetings  may  not  be  called by any other person or person; provided, however,
that if and to the extent that any special meeting of stockholders may be called
by any other person or persons specified in any provisions of the Certificate of
Incorporation  or  any  amendment thereto or any certificate filed under Section
151  (g)  of  the  General  Corporation  Law  of  the  State of Delaware (or its
successor  statute  as in effect from time to time hereafter), then such special
meeting  may also be called by the person or persons, in the manner, at the time
and  for  the  purposes  so  specified.

     Section  2.03 PLACE OF MEETINGS.  All meetings of the stockholders shall be
held  at  such places, within or without the State of Delaware, as may from time
to  time  be designated by the person or persons calling the respective meetings
and  specified  in  the  respective  notices  or  waivers  of  notice  thereof.

     Section  2.04  NOTICE  OF  MEETINGS.  Except  as otherwise required by law,
notice  of each meeting of the stockholders, whether annual or special, shall be
given  not  less  than ten (10) nor more than sixty (60) days before the data of
the  meeting  to  each stockholder of record entitled to vote at such meeting by
delivering  a  typewritten  or  printed  notice thereof to him personally, or by
depositing such notice in the United States mail, in a postage prepaid envelope,
directed  to  him  at  his  address  furnished  by  him  to the Secretary of the
Corporation for such purpose or, if he shall not have furnished to the Secretary
his  address  for such purpose, then at his address last known to the Secretary,
or  by  transmitting a notice thereof to him at such address by telegraph, cable
or  wireless.  Except  as otherwise expressly required by law, no publication of
any  notice of a meeting of the stockholders shall be required.  Every notice of
a  meeting  of  the  stockholders  shall  state  the place, date and hour of the
meeting,  and,  in the case of a special meeting shall also state the purpose or
purposes  for  which  the  meeting  is  called.  Except  as  otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given  if  the  time and place thereof are announced at the meeting at which the
adjournment  is  taken.

     Whenever  notice  is  required  to  be given to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking  of action by written consent without a meeting to such person during the
period  between  such two consecutive annual meetings, or (ii) all, and at least
two,


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payments  (if  sent  by first class mail) of dividends or interest on securities
during  a  twelve month period, have been mailed addressed to such person at his
address  as  shown  on  the  records  of  the Corporation and have been returned
undeliverable,  the  giving of such notice to such person shall not be required.
Any action or meeting which shall have been taken or held without notice to such
person  shall  the  same force and effect as if such notice had been duly given.
If  any  such  person  shall deliver to the Corporation a written notice setting
forth  his  then  current  address, the requirement that notice be given to such
person  shall  be  reinstated.

     No  notice need be given to any person with whom communication is unlawful,
nor shall there be any duty to apply for any permanent or license to give notice
to  any  such  person.

     Section 2.05 QUORUM.  Except as provided by law, the holders of record of a
majority  in  voting interest of the shares of stock of the Corporation entitled
to  be  voted,  present in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders of the Corporation or
any  adjournment  thereof.  The  stockholders  present  at a duly called or held
meeting  at  which  a  quorum  is  present  may  continue  to  do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than  a  quorum.  In  the  absence of a quorum at any meeting or any adjournment
thereof,  a majority in voting interest of the stockholders present in person or
by  proxy  and  entitled to vote thereat or, in the absence therefrom of all the
stockholders,  any officer entitled to preside at or to act as secretary of such
meeting  may  adjourn  such  meeting  from  time to time.  At any such adjourned
meeting  at which a quorum is present any business may be transacted which might
have  been  transacted  at  the  meeting  as  originally  called.

     Section  2.06  VOTING

     (a) At each meeting of the stockholders, each stockholder shall be entitled
to vote in person or by proxy each share or fractional share of the stock of the
Corporation  which  has  voting rights on the matter in question and which shall
have  been  held  by  him  and  registered  in  his  name  on  the  books of the
Corporation:
     (i)  on  the  date  fixed  pursuant  to Section 6.05 of these Bylaws as the
record  date  for the determination of stockholders entitled to notice of and to
vote  at  such  meeting,  or


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     (ii) if no such record date shall have been so fixed, then (A) at the close
of  business  on  the  day next preceding the day on which notice of the meeting
shall  be given or (B) if notice of the meeting shall be waived, at the close of
business  on  the day next preceding the day on which the meeting shall be held.

     (b)  Shares  of  its  own  stock belonging to the Corporation or to another
corporation,  if  a  majority  of the shares entitled to vote in the election of
directors  in  such  other  corporation  is held, directly or indirectly, by the
Corporation,  shall  neither  be  entitled  to  vote  nor  be counted for quorum
purposes.  Persons  holding  stock  of  the  Corporation in a fiduciary capacity
shall  be  entitled to vote such stock.  Persons whose stock is pledged shall be
entitled  to  vote,  unless  in  the transfer by the pledgor on the books of the
Corporation  he  shall  have  expressly empowered the pledgee, or his proxy, may
represent  such  stock  and vote thereon.  Stock having voting power standing of
record  in  the  names of two or more persons, whether fiduciaries, members of a
partnership,  joint  tenants,  tenants  in  common,  tenants  by the entirety or
otherwise,  or with respect to which two or more persons have the same fiduciary
relationship,  shall  be  voted in accordance with the provisions of the General
Corporation  Law  of  Delaware.

     (c)  Any  such  voting  rights may be exercised by the stockholder entitled
thereto  in  person  or  by  his  proxy  appointed  by an instrument in writing,
subscribed  by  such  stockholder  or  by  his attorney thereunto authorized and
delivered  to  the  secretary  of  the meeting; provided, however, that no proxy
shall  be  voted or acted upon after three years from its date unless said proxy
shall  provide  for  a  longer  period.  The  attendance  at  any  meeting  of a
stockholder  who may theretofore have given a proxy shall not have the effect of
revoking  the  same  unless  he  shall in writing so notify the secretary of the
meeting  prior  to  the voting of the proxy.  At any meeting of the stockholders
all  matters,  except as otherwise provided in the Certificate of Incorporation,
in  these Bylaws or by law, shall be decided by the vote of a majority in voting
interest  of the stockholders present in person or by proxy and entitled to vote
thereat  and thereon.  The stockholders present at a duly called or held meeting
at  which  a  quorum  is  present may continue to do business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to  leave


                                      - 4 -

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less than a quorum.  The vote at any meeting of the stockholders on any question
need  not be by ballot, unless so directed by the chairman of the meeting.  On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy  if  there  be  such proxy, and it shall state the number of shares voted.

     Section  2.07 LIST OF STOCKHOLDERS.  The Secretary of the Corporation shall
prepare and make, at least ten (10) 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 (10) days prior to
the  meeting, either at a place within the city where the meeting is to be held,
which  place  shall  be  specified  in  the  notice  of  the meeting, or, if not
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 entire
duration  thereof,  and  may  be  inspected  by  any stockholder who is present.

     Section  2.08 INSPECTOR OF ELECTION.  If at any meeting of the stockholders
a  vote  by  written ballot shall be taken on any question, the chairman of such
meeting  may  appoint an inspector or inspectors of election to act with respect
to  such  vote.  Each  inspector  so  appointed  shall  first  subscribe an oath
faithfully  to  execute  the  duties of an inspector at such meeting with strict
impartiality  and  according  to the best of his ability.  Such inspectors shall
decide  upon  the  qualification  of  the  voters and shall report the number of
shares  represented  at the meeting and entitled to vote on such question, shall
conduct and accept the votes, and, when the voting is completed, shall ascertain
and report the number of shares voted respectively for and against the question.
Reports  of  the  inspectors shall be in writing and subscribed and delivered by
them  to  the Secretary of the Corporation.  Inspectors need not be stockholders
of  the  Corporation,  and any officer of the Corporation may be an inspector on
any  question other than a vote for or against a proposal in which he shall have
a  material  interest.

     2.09  STOCKHOLDER  ACTION  WITHOUT  MEETINGS.  Any  action  required by the
General  Corporation  Law  of the State of Delaware to be taken at any annual or
special  meeting  of  the  stockholders,


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or  any  action  which  may  be  taken  at  any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent in writing setting forth the action so taken shall be signed
by  the  holders of outstanding stock having not less than the minimum number of
votes  that  would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.  Prompt notice
of  the  taking of the corporate action without a meeting by less than unanimous
written  consent  shall be given to those stockholders who have not consented in
writing.

     Section  2.10 RECORD DATE.  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 to express consent to corporate action in writing
without  a  meeting,  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 or exchange of stock or for the purpose of any
other  lawful  action,  the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by  the  Board  and  which  record  date:  (i)  in  the case of determination of
stockholders  entitled  to  vote  at  any meeting of stockholders or adjournment
thereof,  shall,  unless  otherwise  required by law, not be more than sixty nor
less  than  ten  days  before  the  date  of  such  meeting; (ii) in the case of
determination of stockholders entitled to express consent to corporate action in
writing  without  a  meeting, shall not be more than ten days from the date upon
which  the  resolution fixing the record date is adopted by the Board; and (iii)
in the case of any other action, shall not be more than sixty days prior to such
other  action.  If  no record date is fixed; (i) 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; (ii) the record date for
determining  stockholders  entitled  to  express  consent to corporate action in
writing  without a meeting when no prior action of the Board is required by law,
shall  be  the  first  date  on which a signed written consent setting forth the
action  taken  or  proposed  to  be  taken  is  delivered  to the corporation in
accordance  with applicable law, or, if prior action by the Board is required by
law,  shall  be  at  the  close  of  business


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on  the  day  on which the Board adopts the resolution taking such prior action;
and  (iii)  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 may fix a
new  record  date  for  the  adjourned  meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

     Section  3.01  GENERAL  POWERS.  The  property, business and affairs of the
Corporation,  shall be managed by or under the direction of the Board, which may
exercise  all  of  the  powers  of  the  Corporation,  except such as are by the
Certificate  of  Incorporation,  by  these  Bylaws  or  by law conferred upon or
reserved  to  the  stockholders.

     Section  3.02  NUMBER  AND  TERM.  The  Board shall consist of three (3) to
seven  (7)  members,  the  number  of  which  shall  be  three (3) until changed
thereafter  from time to time by resolution of the Board.  Directors need not be
stockholders  of  the  Corporation.  Each  director  shall  hold  office until a
successor  is elected and qualified or until the director resigns or is removed.

     Section  3.03 ELECTION OF DIRECTORS.  The directors shall be elected by the
stockholders  of the Corporation, and at each election the persons receiving the
greatest  number  of  votes,  up  to the number of directors then to be elected,
shall  be the persons then elected.  The election of directors is subject to any
provisions  contained  in  the  Certificate  of  Incorporation relating thereto,
including  any  provisions  for  a  classified  board.

     Section  3.04 RESIGNATION AND REMOVAL.  Any director of the Corporation may
resign  at any time by giving written notice to the Board or to the Secretary of
the  Corporation.  Any  such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately upon
its  receipt;  and,  unless  otherwise specified therein, the acceptance of such
resignation  shall  not  be  necessary  to  make  it  effective.



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     Except as otherwise provided by the Certificate of Incorporation or by law,
any  director  or  the entire board of directors may be removed, with or without
cause,  by  the  holders  of  a  majority  of shares then entitled to vote at an
election  of  directors.

     Section 3.05 VACANCIES.  Except as otherwise provided in the Certificate of
Incorporation,  any vacancy in the Board, whether because of death, resignation,
disqualification,  an  increase  in the number of directors, or any other cause,
may  be filled by vote of the majority of the remaining directors, although less
than a quorum, or by a sole remaining director.  Each director so chosen to fill
a  vacancy  shall  hold  office  until his successor shall have been elected and
shall qualify or until he shall resign or shall have been removed.  No reduction
of  the  authorized  number  of  directors shall have the effect of removing any
director  prior  to  the  expiration  of  his  term  of  office.

     Upon  the resignation of one or more directors from the Board, effective at
a  future  date, a majority of the directors then in office, including those who
have  so  resigned,  shall have the power to fill such vacancy or vacancies, the
vote  thereon  to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided hereinabove
in  the  filling  of  other  vacancies.

     Section  3.06 PLACE OF MEETING; TELEPHONE CONFERENCE MEETING.  The Board my
hold  any of its meetings at such place or places within or without the State of
Delaware  as the Board may from time to time by resolution designate or as shall
by  the  person  or  persons  calling  the meeting or in the notice or waiver of
notice of any such meeting.  Directors may participate in any regular or special
meeting  of the Board by means of conference telephone or similar communications
equipment pursuant to which all person participating in the meeting of the Board
can  hear each other, and such participation shall constitute presence in person
at  such  meeting.

     Section  3.07  FIRST  MEETING.  The Board shall meet as soon as practicable
after  each  annual election of directors and notice of such first meeting shall
not  be  required.

     Section  3.08  REGULAR MEETINGS.  Regular meetings of the Board may be held
at  such times as the Board shall from time to time by resolution determine.  If
any  day  fixed  for  a  meeting


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shall  be a legal holiday at the place where the meeting is to be held, then the
meeting shall be held at the same hour and place on the next succeeding business
day  which is not a legal holiday.  Except as provided by law, notice of regular
meetings  need  not  be  given.

     Section 3.09 SPECIAL MEETINGS.  Special meetings of the Board may be called
at  any  time  by  the  Chairman  of the Board or the President or b any two (2)
directors,  to  be  held  at the principal office of the Corporation, or at such
other place or places, within or without the State of Delaware, as the person or
persons  calling  the  meeting  may  designate.

     Notice  of  the  time  and place of special meetings shall be given to each
director  either  (i) by mailing or otherwise sending to him a written notice of
such  meeting,  charges  prepaid, addressed to him at his address as it is shown
upon the records of the Corporation, or if it is not so shown on such records or
is  not  readily  ascertainable,  at  the  place  in  which  the meetings of the
directors  are regularly held, at least seventy-two (72) hours prior to the time
of  the  holding  of  such meeting; or (ii) by orally communicating the time and
place of the special meeting to him at least forty-eight (48) hours prior to the
time  of  the  holding of such meeting.  Either of the notices as above provided
shall  be  due,  legal  and  personal  notice  to  such  director.

     Section  3.10  QUORUM  AND  ACTION.  Except  as otherwise provided in these
Bylaws  or  by  law,  the  presence  of  a  majority of the authorized number of
directors  shall  be  required  to  constitute  a  quorum for the transaction of
business  at  any  meeting of the Board, and all matters shall be decided at any
such  meeting, a quorum being present, by the affirmative votes of a majority of
the  directors  present.  In  the  absence  of a quorum, a majority of directors
present  at  any  meeting  may adjourn the same from time to time until a quorum
shall  be  present.  Notice  of  any  adjourned  meeting need not be given.  The
directors  shall act only as a Board, and the individual directors shall have no
power  as  such.

     Section  3.11  ACTION  BY  CONSENT.  Any action required or permitted to be
taken  at  any  meeting  of  the  Board or of any committee thereof may be taken
without  a  meeting if a written consent thereto is signed by all members of the
Board  or  of  such  committee,  as the case may be, and such written consent is
filed  with  the  minutes  of  proceedings  of  the  Board  or  such  committee.


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Such  action  by  written  consent  shall  have the same force and effect as the
unanimous  vote  of  such  directors.

     Section  3.12 COMPENSATION.  No stated salary need be paid to directors, as
such,  for  their  services but, as fixed from time to time by resolution of the
Board,  the directors my receive directors' fees, compensation and reimbursement
for  expenses  for  attendance at directors' meetings, for serving on committees
and  for  discharging their duties; provided that nothing herein contained shall
be  construed to preclude any director from serving the Corporation in any other
capacity  and  receiving  compensation  therefor.

     Section 3.13 COMMITTEES.  The Board 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 my 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 permitted by law and provided in the
resolution  of the Board, shall have and may exercise all the powers and affairs
of  the Corporation, and may authorize the seal of the Corporation to be affixed
to  all  papers  which  may  require  it.

     Unless the Board otherwise provides, each committee designated by the Board
may make, alter and repeal rules for conduct of its business.  In the absence of
such  rules  each committee shall conduct its business in the same manner as the
Board  conducts its business pursuant to these Bylaws.  Any such committee shall
keep  written  minutes  of  its  meetings  and report the same to the Board when
required.

     Section  3.14  OFFICERS  OF  THE  BOARD.  A Chairman of the Board or a Vice
Chairman  may  be  appointed  from time to time by the Board and shall have such
powers  and  duties  as  shall  be  designated  by  the  Board.


                                     - 10 -
<PAGE>



                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section  4.01  OFFICERS.  The  officers  of  the  Corporation  shall  be  a
President,  a  Secretary and a Treasurer.  The Corporation may also have, at the
discretion of the Board, a Chairman of the Board, a Chief Executive Officer, one
or  more  Vice  Presidents,  one  or more Assistant Vice Presidents, one or more
Assistant  Secretaries, one or more Assistant Treasurers and such other officers
as  may  be appointed in accordance with the provisions of Section 4.03 of these
Bylaws.  One  person may hold two or more offices, except that the Secretary may
not  also  hold  the  office  of President.  The salaries of all officers of the
Corporation  shall  be  fixed  from  time  to  time  by  the  Board.

     Section  4.02  ELECTION  AND TERM.  The officers of the Corporation, except
such  officers  as may be appointed in accordance with the provisions of Section
4:03 or Section 4.05 of these Bylaws, shall be chosen annually by the Board, and
each  shall  hold  his  office  until  he  shall  resign  or shall be removed or
otherwise  disqualified  to  serve,  or until his successor shall be elected and
qualified.

     Section 4.03 SUBORDINATE OFFICERS.  The Board may appoint, or may authorize
the  Chief  Executive officer to appoint, such other officers as the business of
the  Corporation may require, each of whom shall have such authority and perform
such  duties  as  are  provided in these Bylaws or as the Board or the President
from  time  to  time may specify, and shall hold office until he shall resign or
shall  be  removed  or  otherwise  disqualified  to  serve.

     Section  4.04 REMOVAL AND RESIGNATION.  Any officer may be removed, with or
without  cause,  by  a  majority  of the directors at the time in office, at any
regular or special meeting of the Board, or, except in case of an officer chosen
by the Board, by the Chief Executive Officer upon whom such power of removal may
be  conferred  by  the  Board.

     Any  officer  may resign at any time by giving written notice to the Board,
the  Chairman  of  the Board, the President or the secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or  at any later time specified therein; and unless otherwise specified therein,
the  acceptance of such resignation shall not be necessary to make it effective.


                                     - 11 -
<PAGE>



     Section  4.05  VACANCIES.  A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled in the
manner  prescribed  in  the  Bylaws for the regular appointments to such office.

     Section 4.06 PRESIDENT.  The President of the Corporation shall, subject to
the control of the Board, have general supervision, direction and control of the
business  and  affairs  of the Corporation.  He shall preside at all meetings of
stockholders  and  the  Board.  He  shall  have the general powers and duties of
management  usually  vested in the chief executive officer of a corporation, and
shall  have  such  other powers and duties with respect to the administration of
the business and affairs of the Corporation as may from time to time be assigned
to  him  by  the  Board  or  as  prescribed  by  the  Bylaws.

     Section  4.07  CHAIRMAN  OF  THE BOARD.  The Chairman of the Board, if any,
shall preside at all meetings of the stockholders and the Board and exercise and
perform  such  other powers and duties with respect to the administration of the
business  and affairs of the Corporation as may from time to time be assigned to
him  by  the  Board  or  as  is  prescribed  by  the  bylaws.

     Section 4.08 VICE PRESIDENT.  The Vice President(s), if any, shall exercise
and  perform  such  powers  and duties with respect to the administration of the
business  and affairs of the Corporation as from time to time may be assigned to
each  of  them  by  the  President, by the Chairman of the Board, if any, by the
Board  or  as  is prescribed by the bylaws.  In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board, or
if  not ranked, the Vice President designated by the Board, shall perform all of
the  duties  of the President and when so acting shall have all of the powers of
and  be  subject  to  all  the  restrictions  upon  the  President.

     Section  4.09  SECRETARY.  The Secretary shall keep, or cause to be kept, a
book  of  minutes at the principal office for the transaction of the business of
the  Corporation, or such other place as the Board may order, of all meetings of
directors  and stockholders, with the time and place of holding, whether regular
or  special,  and  if  special, how authorized and the notice thereof given, the
names  of  those present at directors' meetings, the number of shares present or
represented  at  stockholders'  meetings  and  the  proceedings  thereof.


                                     - 12 -

<PAGE>


     The  Secretary shall keep, or cause to be kept, at the principal office for
the  transaction  of  the  business  of  the Corporation or at the office of the
Corporation's  transfer  agent, a share register, or a duplicate share register,
showing  the  names  of  the  stockholders  and  their addresses, the number and
classes  of  shares held by each, the number and date of certificates issued for
the  same,  and  the  number  and  date  of  cancellation  of  every certificate
surrendered  for  cancellation.

     The  Secretary shall give, or cause to be given, notice of all the meetings
of  the  stockholders  and of the Board required by these Bylaws or by law to be
given,  and he shall have such other powers and perform such other duties as may
be  prescribed  by  the  Board or these Bylaws.  If for any reason the Secretary
shall  fail  to give notice of any special meeting of the Board called by one or
more  of  the persons identified in Section 3.09 of these Bylaws, or if he shall
fail  to give notice of any special meeting of the stockholders called by one or
more  of  the  persons identified in Section 2.02 of these Bylaws, then any such
person  or  persons  may  give  notice  of  any  such  special  meeting.

     Section  4.10 TREASURER.  The Treasurer shall keep and maintain or cause to
be  kept  and  maintained,  adequate  and correct accounts of the properties and
business  transactions  of  the  Corporation,  including accounts of its assets,
liabilities,  receipts,  disbursements,  gains,  losses,  capital,  surplus  and
shares.  Any surplus, including earned reduction of capital, shall be classified
according  to  source  and shown in a separate account.  The books of account at
all  reasonable  times  shall  be  open  to  inspection  by  any  director.

     The  Treasurer shall deposit all moneys and other valuables in the name and
to  the credit of the Corporation with such depositories as may be designated by
the  Board.  He shall disburse the funds of the Corporation as may be ordered by
the  Board, shall render to the President, to the Chief Executive Officer and to
the  directors, whenever they request it, and account of all his transactions as
Treasurer and of the financial condition of the Corporation, and shall have such
other  powers and perform such other duties as may be prescribed by the Board or
these  Bylaws.


                                     - 13 -
<PAGE>



     Section  4.11  COMPENSATION.  The  compensation  of  the  officers  of  the
Corporation,  if  any,  shall  be  fixed  from  time  to  time  by  the  Board.

                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

     Section  5.01  EXECUTION  OF  CONTRACTS.  The  Board,  except  as otherwise
provided  for  in  these Bylaws, may authorize any officer of officers, agent or
agents,  to enter into any contract or execute any instrument in the name and on
behalf  of  the  Corporation,  and  such authority may be general or confined to
specific instances; and unless so authorized by the Board or by these Bylaws, no
officer,  agent  or  employee  shall  have  any  power  or  authority to ind the
Corporation  by  any contract or engagement or to pledge its credit or to render
it  liable  for  any  purpose  or  in  any  amount.

     Section  5.02  CHECKS,  DRAFTS, ETC.  Al checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or  payable  to  the  Corporation, shall be signed or endorsed by such person or
persons and such manner as, from time to time, shall be determined by resolution
of  the  Board.  Each such person shall give such bond, if any, as the Board may
require.

     Section  5.03 DEPOSIT.  All funds of the Corporation not otherwise employed
shall  be  deposited  from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Boards may select, or as may
be selected by any officer or officers, assistants, agent or agents, attorney or
attorneys,  of  the  Corporation to whom such power shall have been delegated by
the Board.  For the purpose of deposit and for the purpose of collection for the
account of the Corporation, the President, the Chief Executive Officer, any Vice
President  or  the  Treasurer  (or  any  other officer or officers, assistant or
assistants,  agent  or  agents,  or attorney or attorneys of the Corporation who
shall  be  determined  by  the  Board from time to time) may endorse, assign and
deliver  checks,  drafts  and  other  orders  for the payment of money which are
payable  to  the  order  of  the  Corporation.

     Section  5.04  GENERAL  AND  SPECIAL BANK ACCOUNTS.  The Board from time to
time  may  authorize  the  opening  and  keeping  of  general


                                     - 14 -
<PAGE>



and special bank accounts with such banks, trust companies or other depositories
as  the  Board  may  select  or  as  may  be selected by an officer or officers,
assistant  or  assistants,  agent  or  agents,  or  attorney or attorneys of the
Corporation  to  whom  such  power  shall have been delegated by the Board.  The
Board  may  make  such  special  rules and regulations with respect to such bank
accounts,  not  inconsistent with the provisions of these Bylaws, as it may deem
expedient.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER
                            -------------------------

     Section  6.01  CERTIFICATES  FOR  STOCK.  Every  owner  of  stock  of  the
Corporation  shall  be  entitled  to have a certificate or certificates, in such
form  as the Board shall prescribe, certifying the number and class of shares of
the stock of the Corporation owned by him.  The certificates representing shares
of  such  stock shall be numbered in the order in which they shall be issued and
shall be signed in the name of the Corporation by the Chairman of the Board, the
President  or a Vice President and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer.  Any or all of the signatures on the
certificates  may  be  a  facsimile.  In  case of any officer, transfer agent or
registrar  who  has signed or whose facsimile signature has been placed upon any
such certificate shall thereafter have ceased to be such officer, transfer agent
or  registrar  before  such  certificate  is  issued,  such  certificate  may
nevertheless  be  issued  by  the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed  thereupon, were such officer, transfer agent or registrar at the date of
issue.  A  record shall be kept of the respective names of the persons, firms or
corporations  owning  the  stock represented by such certificates, respectively,
and  the  respective  dates thereof, and in case of cancellation, the respective
dates  thereof,  and  in  case  of  cancellation,  the  respective  dates  of
cancellation.  Every  certificate surrendered to the Corporation for exchange or
transfer  shall  be  canceled,  and  no new certificate or certificates shall be
issued  in exchange for any existing certificate until such existing certificate
shall  have  been  so  canceled, except in cases provided for in Section 6.04 of
these  Bylaws.


                                     - 15 -
<PAGE>



     Section  6.02  TRANSFER  OF  STOCK.  Transfer  of  shares  of  stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder  thereof,  or  by  his attorney thereunto authorized by power of attorney
duly  executed  and  filed  with  the  Secretary,  or with a transfer clerk or a
transfer  agent  appointed as provided in Section 6.03 of these Bylaws, and upon
surrender  of  the certificate or certificates for such shares properly endorsed
and  the payment of all taxes thereon.  The person in whose name shares of stock
stand  on the books of the Corporation shall be deemed the owner thereof for all
purposes  as  regards the Corporation.  Whenever any transfer of shares shall be
made  for  collateral  security,  and  not absolutely, such fact shall be stated
expressly  in  the  entry  of  transfer if, when the certificate or certificates
shall  be  presented to the Corporation for transfer, both the tranferor and the
transferee  request  the  Corporation  to  do  so.

     Section 6.03 REGULATIONS.  The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer  and  registration  of  certificates  for  shares  of  the stock of the
Corporation.  The  Board  may  appoint,  or authorize any officer or officers to
appoint,  one  or more transfer clerks or one or more transfer agents and one or
more  registrars,  and  may  require  all  certificates  for  stock  to bear the
signature  or  signatures  of  any  of  them.

     Section  6.04  LOST,  STOLEN, DESTROYED AND MUTILATED CERTIFICATES.  In any
case  of  loss,  theft,  destruction, or mutilation of any certificate of stock,
another  may be issued in its place upon proof of such loss, theft, destruction,
or  mutilation  and upon the giving of a bond of indemnity to the Corporation in
such  form  and  in such sums as the Board may direct; provided, however, that a
new  certificate  may be issued without requiring any bond when, in the judgment
of  the  Board,  it  is  proper  to  do  so.

     Section  6.05 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or  any  Vice  President  and  the  Secretary or any Assistant secretary of this
Corporation  are  authorized  to  vote, represent and exercise on behalf of this
Corporation  all  rights  incident  to  all  shares  of any other corporation or
corporations  standing  in  the  name of this corporation.  The authority herein
granted  to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may  be  exercised  either  by  such


                                     - 16 -
<PAGE>



officers  in  person  or  by any person authorized so to do by prozy or power of
attorney  duly  executed  by  said  officers.

                                   ARTICLE VII

                                 INDEMNIFICATION
                                 ---------------

     Section 7.01 ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.  The
Corporation shall indemnify any person who was or is a party or is threatened to
by  made  a  party  to  any  threatened,  pending  or  completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action  by or in the right of the Corporation) by reason of the fact that he
is  or  was  a director, officer, employee or agent of the Corporation, or is or
was  serving  at the request of the Corporation as a director, officer, employee
or  agent  of  another  corporation,  partnership, joint venture, trust or other
enterprise  or  as  a  member of any committee or similar body, against expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and reasonably incurred by him in connection with such action, suit or
proceeding  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 Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his  conduct was unlawful.  The termination of any action, suit or proceeding by
judgement,  order,  settlement, conviction, or upon a plea of nolo contendere or
its  equivalent,  shall not, of itself, create a presumption that the person 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 Corporation, and, with respect to any
criminal  action or proceeding, that he had reasonable cause to believe that his
conduct  was  unlawful.

     Section  7.02  ACTIONS  BY  OR  IN  THE  RIGHT  OF  THE  CORPORATION.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be  made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact  that  he  is  or  was  a  director,  officer,  employee  or  agent  of the
Corporation,  or  is  or  was  serving  at  the  request of the Corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise, or as a member of any committee or similar
body,  against  expenses  (including  attorneys'  fees)  actually and reasonable
incurred  by


                                     - 17 -
<PAGE>



him  in  connection  with the defense or settlement of such action or suit 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  Corporation,  except  that  no
indemnification  shall  be  made  in respect of any claim, issue or matter as to
which  such  person  shall  have  been  adjudged to be liable to the Corporation
unless  and  only to the extent that the Court of Chancery or the court in which
such  action  or suit was brought shall determine upon application that, despite
the  adjudication of liability but in view of all the circumstances of the case,
such  person  is  fairly  and reasonably entitled to indemnity for such expenses
which  the  Court  of  Chancery  or  such  other  court  shall  deem  proper.

     Section  7.03  DETERMINATION  OF  RIGHT  OF  INDEMNIFICATION.  Any
indemnification  under Section 7.01 or 7.02 of these Bylaws (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon  a determination that indemnification of the director, officer, employee or
agent  is proper in the circumstances because he has met the applicable standard
of  conduct  set  forth  in  Sections  7.01  and  7.02  of  these  Bylaws.  Such
determination  shall  be  made  (i)  by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or  (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested  directors  so  directs, by independent legal counsel in a written
opinion,  or  (iii)  by  the  stockholders.

     Section  7.04  INDEMNIFICATION  AGAINST  EXPENSES  OF  SUCCESSFUL  PARTY.
Notwithstanding  the  other provisions of this Article VII, to the extent that a
director,  officer,  employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in  Section  7.01  or 7.02 of these Bylaws, or in defense of any claim, issue or
matter  therein,  he shall be indemnified against expenses (including attorneys'
fees)  actually  and  reasonably  incurred  by  him  in  connection  therewith.

     Section  7.05  ADVANCE  OF  EXPENSES.  Expenses  incurred  by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by  the  Corporation in advance of the final disposition of such action, suit or
proceeding  as  authorized  by the Board upon receipt of an undertaking by or on
behalf  of  the director or officer, to repay such amount if it shall ultimately
be  determined  that  he  is  not  entitled  to  be  indemnified  by  the


                                     - 18 -
<PAGE>



Corporation  as authorized in this Article VII.  Such expenses incurred by other
employees  and  agents may be so paid upon such terms and conditions, if any, as
the  Board  deems  appropriate.

     Section  7.06  OTHER  RIGHTS  AND  REMEDIES.  The  indemnification  and
advancement  of expenses provided by, or granted pursuant to, the other Sections
of  this Article VII shall not be deemed exclusive and are declared expressly to
be  nonexclusive  of  any other rights to which those seeking indemnification or
advancements  of  expenses  may  be entitled under any bylaw, agreement, vote of
stockholders  or  disinterested directors or otherwise, both as to action in his
official  capacity  and  as  to  action  in  another capacity while holding such
office.

     Section  7.07  INSURANCE.  Upon  resolution  passed  by  the  Board,  the
Corporation  may  purchase and maintain insurance on behalf of any person who is
or  was  a director, officer, employee or agent of the Corporation, or is or was
serving  at  the  request of the Corporation as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise or as a member of any committee or similar body against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status  as  such,  whether  or  not the Corporation would have the power to
indemnify  him  against such liability under the provisions of this Article VII.

     Section  7.08  CONSTITUENT  CORPORATIONS.  For the purposes of this Article
VII,  references  to  "the  Corporation"  include  in  addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in  a  consolidation  or  merger  which, if its separate
existence  had  continued,  would  have had power and authority to indemnify its
directors,  officers and employees or agents, so that any person who is or was a
director,  officer,  employee  or agent of such constituent corporation or is or
was  serving  at  the request of such agent of another corporation, partnership,
joint  venture,  trust  or  other  enterprise or as a member of any committee or
similar  body  shall  stand  in  the  same position under the provisions of this
Article  VII  with respect to the resulting or surviving corporation as he would
have  with respect to such constituent corporation it its separate existence had
continued.


                                     - 19 -
<PAGE>



     Section 7.09 EMPLOYEE BENEFIT PLANS.  For the purposes of this Article VII,
references  to  "other  enterprises"  shall  include  employee  benefit  plans;
references  to  "fines" shall include any excise taxes assessed on a person with
respect  to any employee benefit plan; and references to "serving at the request
of  the  Corporation" shall include any service as a director, officer, employee
or  agent  of  the Corporation which imposes duties on, or involves services by,
such  director,  officer,  employee or agent with respect to an employee benefit
plan,  its  participants  or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner  "not opposed to the best interests of the Corporation" as referred to in
this  Article  VII.

     Section  7.10.  BROADEST  LAWFUL  INDEMNIFICATION.  In  addition  to  the
foregoing,  the  Corporation shall, to the broadest and maximum extent permitted
by  Delaware  law,  as  the  same  exists from time to time (but, in case of any
amendment  to  or change in Delaware law, only to the extent that such amendment
or  change  permits the Corporation to provide broader rights of indemnification
than  is  permitted  to  the  Corporation  prior  to  such amendment or change),
indemnify  each person who was or is a party or is threatened to be made a party
to  any  threatened,  pending  or  completed  administrative or investigative by
reason  of  the fact that he is or was a director or officer of the Corporation,
or  is  or was serving at the request of the Corporation as a director, officer,
employee  or  agent of another corporation, partnership, joint venture, trust or
other  enterprise,  fines and amounts paid in settlement actually and reasonably
incurred  by  him  in  connection  with  such  action,  suit  or proceeding.  In
addition, the Corporation shall, to the broadest and maximum extent permitted by
Delaware  law,  as  the  same  may  exist from time to time (but, in case of any
amendment  to  or change in Delaware law, only to the extent that such amendment
or  change  permits  the  Corporation  to  provide  broader rights of payment of
expenses  incurred  in  advance  of  the final disposition of an action, suit or
proceeding  than  is  permitted  to  the  Corporation prior to such amendment or
change),  pay  to  such  person any and all expenses (including attorneys' fees)
incurred in defending or settling any such action, suit or proceeding in advance
of  the  final disposition of such action, suit or proceeding upon receipt of an
undertaking  by  or  on  behalf


                                     - 20 -
<PAGE>



of  the  director  or  officer,  to  repay such amount if it shall ultimately be
determined  by  a  final  judgment  or  other  final adjudication that he is not
entitled  to  be  indemnified  by  the Corporation as authorized in this Section
7.10.  The  first sentence of this Section 7.10 to the contrary notwithstanding,
the  Corporation  shall not indemnify any such person with respect to any of the
following  matters:  (i)  remuneration  paid  to  such  person  if  it  shall be
determined  by  a  final  judgment  or  other  final  adjudication  that  such
remuneration  was  in  violation  of law; or (ii) any accounting of profits made
from  the purchase or sale by such person of the Corporation's securities within
the  meaning  of  Section  16(b)  of  the  Securities  Exchange  Act of 1934 and
amendments  thereto  or  similar  provisions  of  any  federal,  state  or local
statutory  law;  or  (iii)  actions  brought  about  or  contributed  to  by the
dishonesty  of  such  person,  if  a  final judgment or other final adjudication
adverse to such person establishes that acts of active and deliberate dishonesty
were  committed  or  attempted  by such person with actual dishonest purpose and
intent  and  were  material  to  the  adjudication;  or (iv) actions based on or
attributable  to  such  person having gained any personal profit or advantage to
which  he  was  not  entitled, in the event that a final judgment or other final
adjudication  adverse to such person established that such person in fact gained
such personal profit or other advantage to which he was not entitled; or (v) any
matter  in  respect  of  which  a  final  decision  by  a  court  with competent
jurisdiction  shall  determine  that  indemnification  is  unlawful;  provided,
however,  that  the  Corporation  shall perform its obligations under the second
sentence  of  this  Section  7.10 on behalf of such person until such time as it
shall  be  ultimately determined by a final judgment or other final adjudication
that  he  is  not entitled to be indemnified by the Corporation as authorized by
the  first  sentence  of  this  Section  7.10  by virtue of any of the preceding
clauses  (i),  (ii),  (iii),  (iv)  or  (v).

     Section  7.11.  TERM.  The  indemnification  and  advancement  of  expenses
provided  by,  or  granted  pursuant to, advancement of expenses provided by, or
granted  pursuant  to,  this  Article  VII shall, unless otherwise provided when
authorized  or ratified, continue as t a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors  and  administrators  of  such  a  person.

     Section 7.12 SEVERABILITY.  If any part of this Article VII shall be found,
in  any  action,  suit  or  proceeding  or  appeal  therefrom  or  in  any other
circumstances or as to any particular officer, director, employee or agent to be
unenforceable,


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<PAGE>



ineffective  or  invalid for any reason, the enforceability, effect and validity
of  the  remaining  parts  or  of such parts in other circumstances shall not be
affected,  except  as  otherwise  required  by  applicable  law.

     Section  7.13  AMENDMENTS.  The  foregoing  provisions  of this Article VII
shall  be  deemed to constitute an agreement between the Corporation and each of
the  persons  entitled  to  indemnification  hereunder,  for  as  long  as  such
provisions  remain in effect.  Any amendment to the foregoing provisions of this
Article  VII  which  limits  or  otherwise  adversely  affects  the  scope  of
indemnification  or  rights  of  any  such  persons  hereunder shall, as to such
persons,  apply  only to claims arising, or causes of action based on actions or
events  occurring, after such amendment and delivery of notice of such amendment
is  given  to the person or persons so affected.  Until notice of such amendment
is given to the person or persons whose rights hereunder are adversely affected,
such  amendment  shall  have no effect on such rights of such persons hereunder.
Any  person  entitled  to  indemnification under the foregoing provisions of the
Article  VII  shall,  as  to  any act or omission occurring prior to the date of
receipt of such notice, be entitled to indemnification to the same extent as had
such  provisions  continued as Bylaws of the Corporation without such amendment.

                                  ARTICLE VIII

                                  MISCELLANEOUS
                                  -------------

     Section  8.01  SEAL.  The Board shall provide a corporate seal, which shall
be  in the form of a circle and shall bear the name of the Corporation and words
and  figures  showing  that  the  Corporation  was  incorporated in the State of
Delaware  and  showing  the  year  of  Incorporation.

     Section  8.02  WAIVER  OF NOTICES.  Whenever notice is required to be given
under any provision of these bylaws, the Certificate of Incorporation or by law,
a  written  waiver,  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  a 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


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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  unless  required  by  the  Certificate  of  Incorporation.

     Section  8.03  LOANS AND GUARANTIES.  The Corporation may lend money to, or
guarantee  any obligation of, and otherwise assist any officer or other employee
of  the  Corporation  or  of  its  subsidiaries,  including any officer who is a
director,  whenever,  in  the  judgment  of  the  Board,  such loan, guaranty or
assistance  may  reasonably  be  expected to benefit the Corporation.  The loan,
guaranty,  or  other  assistance  by  be  with  or  without  interest, and my be
unsecured  or  secured  in  such  manner  as the Board shall approve, including,
without  limitation,  a  pledge  of  shares  of  stock  of  the  Corporation.

     Section  8.04  GENDER.  All  personal  pronouns  used in these Bylaws shall
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural, and vice versa.  Whenever and
as  often  as  may  be  appropriate.

     Section  8.05  AMENDMENTS.  These Bylaws, or any of them, may be rescinded,
altered,  amended or repealed, and new Bylaws may be made (i) by the Board, by a
vote  of  a  majority  of  the  number of directors then in office as directors,
acting at any meeting of the Board or (ii) by the stockholders, by the vote of a
majority  of  the  outstanding  shares of voting stock of the Corporation, at an
annual  meeting  of  stockholders,  without  previous  notice, or at any special
meeting  of  stockholders,  provided  that  notice  of  such proposed amendment,
modification,  repeal  or  adoption  is  given in the notice of special meeting;
provided, however, that Section 2.02 of these Bylaws can only be amended if that
Section  as  amended  would  not  conflict with the Corporation's Certificate of
Incorporation.  Any  Bylaw made or altered by the stockholders may be altered or
repealed  by  the  Board  or  may  be  altered  or repealed by the stockholders.


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