<PAGE>

                                                                   EXHIBIT 3.5

                            AMENDED AND RESTATED BY-LAWS

                                         of

                           NATIONAL AUTO/TRUCKSTOPS, INC.

                              (A Delaware Corporation)

                              ________________________

                                      ARTICLE 1

                                          DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the
term:

          1.1  "Assistant Secretary" means an Assistant Secretary of the
Corporation.

          1.2  "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

          1.3  "Board" means the Board of Directors of the Corporation.

          1.4  "Business Day" means any day other than a Saturday, Sunday or
other day on which banking institutions are authorized by law to close in the
City of New York.

          1.5  "By-laws" means the initial by-laws of the Corporation, as
amended from time to time.

          1.6  "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

          1.7  "Chairman" means the Chairman of the Board of Directors of the
Corporation.

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          1.8  "Chief Executive Officer" means the Chief Executive Officer of
the Corporation.

          1.9  "Chief Financial Officer" means the Chief Financial Officer of
the Corporation.

          1.10 "Corporation" means National Auto/Truckstops, Inc.

          1.11 "Directors" means Directors of the Corporation.

          1.12 "Entire Board" means the total number of Directors that the
Corporation would have, if there were no vacancies.

          1.13 "General Corporation Law" means the General Corporation Law of
the State of Delaware, as amended from time to time.

          1.14 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

          1.15 "President" means the President of the Corporation.

          1.16 "Secretary" means the Secretary of the Corporation.

          1.17 "Stockholders" means stockholders of the Corporation.

          1.18 "Vice President" means a Vice President of the Corporation.


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                                     ARTICLE 2

                                    STOCKHOLDERS

          2.1  PLACE OF MEETINGS.  Every meeting of stockholders shall be held
at the office of the Corporation or at such other place within or without the
State of Delaware as shall be specified or fixed in the notice of such meeting
or in the waiver of notice thereof.

          2.2  ANNUAL MEETING.  A meeting of stockholders shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such business day in April or as may be determined by the Board and
designated in the notice of meeting.

          2.3  DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC.  If the annual
meeting of stockholders for the election of Directors and the transaction of
other business is not held within the month specified in Section 2.2 hereof, the
Board shall call a meeting of stockholders for the election of Directors and the
transaction of other business as soon thereafter as convenient.

          2.4  OTHER SPECIAL MEETINGS.  A special meeting of stockholders (other
than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the Chief
Executive Officer, by the President or by the Secretary.  At any special meeting
of stockholders only such business


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may be transacted as is related to the purpose or purposes of such meeting
set forth in the notice thereof given pursuant to Section 2.6 hereof or in
any waiver of notice thereof given pursuant to Section 2.7 hereof.

          2.5  FIXING RECORD DATE.  For the purpose of (a) determining the
stockholders entitled (i) to notice of or to vote at any meeting of stockholders
or any adjournment thereof, (ii) to express consent to corporate action in
writing without a meeting or (iii) 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 (b) 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 was adopted by the Board
and which record date shall (x) in the case of clause (a)(i) above, be not more
than 60 nor less than 10 days before the date of such meeting, (y) in the case
of clause (a)(ii) above, be not more than 10 days after the date upon which the
resolution fixing the record date was adopted by the Board and (z) in the case
of clause (a)(iii) or (b) above, be not more than 60 days prior to such action.
If no such record date is fixed:

                    2.5.1  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,


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     at the close of business on the day next preceding the day on which the
     meeting is held;

                    2.5.2  the record date for determining stockholders entitled
     to express consent to corporate action in writing without a meeting, when
     no prior action by the Board is required under the General Corporation Law,
     shall be the first day on which a signed written consent setting forth the
     action taken or proposed to be taken is delivered to the Corporation by
     delivery to its registered office in the State of Delaware, its principal
     place of business, or an officer or agent of the Corporation having custody
     of the book in which proceedings of meetings of stockholders are recorded;
     and when prior action by the Board is required under the General
     Corporation Law, the record date for determining stockholders entitled to
     consent to corporate action in writing without a meeting shall be at the
     close of business on the date on which the Board adopts the resolution
     taking such prior action; and

                    2.5.3  the record date for determining stockholders for any
     purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at
     the close of business on the day on which the Board adopts the resolution
     relating thereto.

When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.5, such
determination shall

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apply to any adjournment thereof unless the Board fixes a new record date for
the adjourned meeting.  Delivery made to the Corporation's registered office
in accordance with Section 2.5.2 shall be by hand or by certified or
registered mail, return receipt requested.

          2.6  NOTICE OF MEETINGS OF STOCKHOLDERS.  Except as otherwise provided
in Sections 2.5 and 2.7 hereof, whenever under the provisions of any statute,
the Certificate of Incorporation or these By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
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 any statute, the Certificate of Incorporation or these By-laws, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than forty (in the case of any meeting for the election of directors) or
thirty (in all other instances) nor more than sixty days before the date of the
meeting, to each stockholder entitled to notice of or to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail, with postage prepaid, directed to the stockholder at his or her
address as it appears on the records of the Corporation.  An affidavit of the
Secretary or an Assistant Secretary or of the transfer agent of the Corporation
that the notice required by this Section 2.6 has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

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When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting
any business may be transacted that might have been transacted at the meeting
as originally called. If, however, 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.

          2.7  WAIVERS OF NOTICE.  Whenever the giving of any notice is required
by statute, the Certificate of Incorporation or these By-laws, a waiver thereof,
in writing, signed by the stockholder or stockholders entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice.  Attendance by a stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these By-laws.

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          2.8  LIST OF STOCKHOLDERS.  The Secretary shall prepare and make,
or cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
the stockholder's agent, or attorney, at the stockholder's expense, 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 (or agent or attorney of a stockholder) who is present.  The
Corporation shall maintain the stockholder list in written form or in another
form capable of conversion into written form within a reasonable time.  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.

          2.9  QUORUM OF STOCKHOLDERS; ADJOURNMENT.  Except as otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, the
holders of a

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majority of all outstanding shares of stock entitled to vote at any meeting
of stockholders, present in person or represented by proxy, shall constitute
a quorum for the transaction of any business at such meeting.  When a quorum
is once present to organize a meeting of stockholders, it is not broken by
the subsequent withdrawal of any stockholders.  The holders of a majority of
the shares of stock present in person or represented by proxy at any meeting
of stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place.  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 of such
other corporation is held, directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes; PROVIDED,
HOWEVER, that the foregoing shall not limit the right of the Corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

          2.10  VOTING; PROXIES.  Unless otherwise provided in the Certificate
of Incorporation, every stockholder of record shall be entitled at every meeting
of stockholders to one vote for each share of capital stock standing in his or
her name on the record of stockholders determined in accordance with Section 2.5
hereof.  If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or

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other proportion of stock or votes with respect to stock shall refer to such
majority or other proportion of the votes of such stock.  The provisions of
Sections 212 and 217 of the General Corporation Law shall apply in
determining whether any shares of capital stock may be voted and the persons,
if any, entitled to vote such shares; but the Corporation shall be protected
in assuming that the persons in whose names shares of capital stock stand on
the stock ledger of the Corporation are entitled to vote such shares. Holders
of redeemable shares of stock are not entitled to vote after the notice of
redemption is mailed to such holders and a sum sufficient to redeem the
stocks has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares of stock.  At any meeting of stockholders
(at which a quorum was present to organize the meeting), all matters, except
as otherwise provided by statute or by the Certificate of Incorporation or by
these By-laws, shall be decided by a majority of the votes cast at such
meeting by the holders of shares present in person or represented by proxy
and entitled to vote thereon, whether or not a quorum is present when the
vote is taken.  All elections of Directors shall be by written ballot.  In
voting on any other question on which a vote by ballot is required by law or
is demanded by any stockholder entitled to vote, the voting shall be by
ballot.  Each ballot shall be signed by the stockholder voting or the
stockholder's proxy and shall state the number of shares voted.  On all other
questions, the voting may be VIVA

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VOCE.  Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for such stockholder by proxy.
 The validity and enforceability of any proxy shall be determined in
accordance with Section 212 of the General Corporation Law.  A stockholder
may revoke any proxy that is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy or
by delivering a proxy in accordance with applicable law bearing a later date
to the Secretary.

          2.11  VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF
STOCKHOLDERS.  The Board, in advance of any meeting of stockholders, may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is able to act at
a meeting, the person presiding at the meeting may appoint, and on the request
of any stockholder entitled to vote thereat shall appoint, one or  more
inspectors to act at the meeting.  Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspectors shall (a) ascertain the number of
shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting and the validity of

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proxies and ballots, (c) count all votes and ballots, (d) determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, and (e) certify their
determination of the number of shares represented at the meeting and their
count of all votes and ballots.  The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of their
duties.  Unless otherwise provided by the Board, the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be determined by the person
presiding at the meeting and shall be announced at the meeting.  No ballot,
proxies or votes, or any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls unless the Court of
Chancery of the State of Delaware upon application by a stockholder shall
determine otherwise.

          2.12  ORGANIZATION.  At each meeting of stockholders, the Chairman, or
in the absence of the Chairman the Chief Executive Officer, or in the absence of
the Chief Executive Officer the President, or in the absence of the President a
Vice President and in case more than one Vice President shall be present, that
Vice President designated by the Board (or in the absence of any such
designation, the most senior Vice President, based on age, present), shall act
as chairman of the meeting.  The Secretary, or in his or her absence one of the
Assistant Secretaries, shall act as secretary of the meeting.  In case none of
the officers above designated to act as chairman or secretary of the meeting,

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respectively, shall be present, a chairman or a secretary of the meeting, as the
case may be, shall be chosen by a majority of the votes cast at such meeting by
the holders of shares of capital stock present in person or represented by proxy
and entitled to vote at the meeting.


          2.13  ORDER OF BUSINESS.  The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

          2.14  WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING.  Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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
and shall be delivered (by hand or by certified or registered mail, return
receipt requested) to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having

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custody of the book in which proceedings of meetings of stockholders are
recorded.  Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within 60 days of
the earliest dated consent delivered in the manner required by this Section
2.14, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation as aforesaid.  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.

                                     ARTICLE 3

                                     DIRECTORS

          3.1  GENERAL POWERS.  Except as otherwise provided in the Certificate
of Incorporation, the business and affairs of the Corporation shall be managed
by or under the direction of the Board.  The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation.  In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or

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the Certificate of Incorporation or by statute, to be exercised and performed
by the stockholders.

          3.2  NUMBER; QUALIFICATION; TERM OF OFFICE.  The Board shall consist
of one or more members.  The number of Directors shall be fixed from time to
time by resolution adopted by a majority of the entire Board then in office,
whether or not present at a meeting.  Each Director shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

          3.3  ELECTION.  The persons qualified to be Directors pursuant to
Section 3.2 hereof shall, except as otherwise required by statute or by the
Certificate of Incorporation, be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election.

          3.4  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Vacancies on the
Board that arise for any reason may be filled by the affirmative vote of a
majority of the entire Board, although less than a quorum, or by a sole
remaining Director, and the Director(s) so chosen shall hold office for a term
expiring the next following annual meeting of Stockholders, or, in each case
until their respective successors are duly elected and qualify, or until the
respective Directors' earlier death, resignation or removal.

          3.5  RESIGNATION.  Any Director may resign at any time by written
notice to the Corporation.  Such resignation shall take effect at the time
therein specified,

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and, unless otherwise specified in such resignation, the acceptance of such
resignation shall not be necessary to make it effective.

          3.6  REMOVAL.  Any or all of the Directors may be removed with or
without cause by vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.

          3.7  COMPENSATION.  Each Director who is not an employee of the
Corporation, in consideration of his or her service as such, shall be entitled
to receive from the Corporation such amount per annum or such fees for
attendance at Directors' meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in connection with the performance
of his or her duties.  Each Director who is not an employee of the Corporation
who shall serve as a member of any committee of Directors in consideration of
serving as such shall be entitled to such additional amount per annum or such
fees for attendance at committee meetings, or both, as the Board may from time
to time determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties.  Nothing contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.

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          3.8  TIMES AND PLACES OF MEETINGS.  The Board may hold meetings, both
regular and special, either within or without the State of Delaware.  The times
and places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.

          3.9  ANNUAL MEETINGS.  On the day when and at the place where the
annual meeting of stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its annual meeting, without
notice of such meeting, for the purposes of organization, the election of
officers and the transaction of other business.  The annual meeting of the Board
may be held at any other time and place specified in a notice given as provided
in Section 3.11 hereof for special meetings of the Board or in a waiver of
notice thereof.

          3.10  REGULAR MEETINGS.  Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board.

          3.11  SPECIAL MEETINGS.  Special meetings of the Board may be called
by the Chairman, the Chief Executive Officer or the Secretary or by any two or
more Directors then serving on at least two Business Days' notice to each
Director given by one of the means specified in Section 3.14 hereof.  Special
meetings shall be called by the

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Chairman, Chief Executive Officer or Secretary in like manner and on like
notice on the written request of any two or more of the Directors then
serving.

          3.12  TELEPHONE MEETINGS.  Any Director or member of any committee
designated by the Board may participate, at his or her election, in any meeting
of the Board or of such 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
Section 3.12 shall constitute presence in person at such meeting.  Each regular
or special meeting of the Board or any committee thereof shall have adequate
conference telephone or similar communications equipment available to allow any
Directors or committee members who choose to participate by telephone to do so
in accordance with this Section 3.12.

          3.13  ADJOURNED MEETINGS.  A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place.  At least two
Business Days' notice of any adjourned meeting of the Board shall be given to
each Director whether or not present at the time of the adjournment, shall be
given by one of the means specified in Section 3.14 hereof.  Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.

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          3.14  NOTICE PROCEDURE.  Subject to Sections 3.11 and 3.17 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by hand
delivery, or by telegram, telex, telecopy or similar means addressed to such
Director at such Director's address as it appears on the records of the
Corporation.

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          3.15  WAIVER OF NOTICE.  Whenever the giving of any notice is required
by statute, the Certificate of Incorporation or these By-laws, a waiver thereof,
in writing, signed by the person or persons entitled to said notice, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice.  Attendance by 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 on the ground that the meeting has not been lawfully
called or convened.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Directors or a committee of Directors
need be specified in any written waiver of notice unless so required by statute,
the Certificate of Incorporation or these By-laws.

          3.16  ORGANIZATION.  At each meeting of the Board, the Chairman, or in
the absence of the Chairman the Chief Executive Officer, or in the absence of
the Chief Executive Officer, the President, or in the absence of the President,
a chairman chosen by a majority of the Directors present, shall preside.  The
Secretary shall act as secretary at each meeting of the Board.  In case the
Secretary shall be absent from any meeting of the Board, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
meeting.

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          3.17  QUORUM OF DIRECTORS.  The presence in person of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.

          3.18  ACTION BY MAJORITY VOTE.  Except as otherwise expressly required
by statute, the Certificate of Incorporation or the By-laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

          3.19  ACTION WITHOUT MEETING.  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 or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.


                                     ARTICLE 4

                              COMMITTEES OF THE BOARD

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          The Board may, by resolution passed by a vote of the entire 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 to replace absent or disqualified members
at any meeting of such committee.  If a member of a committee shall be absent
from any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent provided in a resolution of the Board
passed as aforesaid, shall have and may exercise all the powers and authority of
the Board in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be impressed on all papers that may
require it, but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the GCL to be submitted
to stockholders for approval or (ii) adopting, amending or repealing any By-law
of the Corporation.  Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board.
Unless otherwise specified in the resolution of the Board designating a
committee, at all meetings of such

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committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a
majority of the members of the committee present at any meeting at which
there is a quorum shall be the act of the committee.  Each committee shall
keep regular minutes of its meetings.  Unless the Board 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 conducts its
business pursuant to Article 3 of these By-laws.

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                                     ARTICLE 5

                                      OFFICERS

          5.1  POSITIONS.  The officers of the Corporation shall be a Chairman,
a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer
and such other officers as the Board may appoint, including one or more Vice
Presidents and one or more Assistant Secretaries and Assistant Treasurers, who
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.  The Board may designate one or more Vice Presidents
as Executive Vice Presidents and may use descriptive words or phrases to
designate the standing, seniority or areas of special competence of the Vice
Presidents elected or appointed by it.  Any number of offices may be held by the
same person unless the Certificate of Incorporation or these By-laws otherwise
provide.

          5.2  APPOINTMENT.  The officers of the Corporation shall be chosen by
the Board annually or at such other time or times as the Board shall determine.

          5.3  COMPENSATION.  The compensation of all officers of the
Corporation shall be fixed by the Board.  No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a Director.

          5.4  TERM OF OFFICE.  Each officer of the Corporation shall hold
office until such officer's successor is chosen and qualifies or until such
officer's earlier death,

                                      24
<PAGE>

resignation or removal.  Any officer may resign at any time upon written
notice to the Corporation.  Such resignation shall take effect at the date of
receipt of such notice or at such later time as is therein specified, and,
unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.  The resignation of an officer shall be
without prejudice to the contract rights of the Corporation, if any. Any
officer elected or appointed by the Board may be removed at any time, with or
without cause, by vote of a majority of the entire Board.  Any vacancy
occurring in any office of the Corporation shall be filled by the Board.  The
removal of an officer without cause shall be without prejudice to the
officer's contract rights, if any.  The election or appointment of an officer
shall not of itself create contract rights.

          5.5  FIDELITY BONDS.  The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

          5.6  CHAIRMAN.  The Chairman shall preside at all meetings of the
Board and shall exercise such powers and perform such other duties as shall be
determined from time to time by the Board.

          5.7  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall be
the Chief Executive Officer of the Corporation and shall have general
supervision over the business of the Corporation, subject, however, to the
control of the Board and of any duly authorized committee of Directors.  The
Chief Executive Officer shall preside at all

                                      25
<PAGE>

meetings of the stockholders and at all meetings of the Board at which the
Chairman is not present.  All officers shall be subject to the direction of
the Chief Executive Officer.  The Chief Executive Officer may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these By-laws to some other
officer or agent of the Corporation or shall be required by statute otherwise
to be signed or executed and, in general, the Chief Executive Officer shall
perform all duties incident to the office of Chief Executive Officer of a
corporation and such other duties as may from time to time be assigned to the
Chief Executive Officer by the Board.

          5.8  PRESIDENT.  At the request of the Chief Executive Officer, or, in
the Chief Executive Officer's absence, at the request of the Board, the
President shall perform all of the duties of the Chief Executive Officer and, in
so performing, shall have all the powers of, and be subject to all restrictions
upon, the Chief Executive Officer.  The President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments,
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer or agent of the
Corporation, or shall be required by statute otherwise to be signed or executed,
and the President shall perform such other duties as from time to time may be
assigned to the President by the Board or by the Chief Executive Officer.

                                      26
<PAGE>

          5.9  VICE PRESIDENTS.  At the request of the President, or in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all of the powers of, and be
subject to all restrictions upon, the President.  Any Vice President may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these By-laws to some other
officer or agent of the Corporation, or shall be required by statute otherwise
to be signed or executed, and each Vice President shall perform such other
duties as from time to time may be assigned to such Vice President by the Board
or by the President.

          5.10  SECRETARY.  The Secretary shall attend all meetings of the Board
and of the stockholders and shall record all the proceedings of the meetings of
the Board and of the stockholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board, when required.  The
Secretary shall give, or cause to be given, notice of all special meetings of
the Board and of the stockholders and shall perform such other duties as may be
prescribed by the Board or by the Chief Executive Officer, under whose
supervision the Secretary shall be.  The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have

                                      27
<PAGE>

authority to impress the same on any instrument requiring it, and when so
impressed the seal may be attested by the signature of the Secretary or by
the signature of such Assistant Secretary.  The Board may give general
authority to any other officer to impress the seal of the Corporation and to
attest the same by such officer's signature.  The Secretary or an Assistant
Secretary may also attest all instruments signed by the President or any Vice
President.  The Secretary shall have charge of all the books, records and
papers of the Corporation relating to its organization and management, shall
see that the reports, statements and other documents required by statute are
properly kept and filed and, in general, shall perform all duties incident to
the office of Secretary of a corporation and such other duties as may from
time to time be assigned to the Secretary by the Board or by the Chief
Executive Officer.

          5.11  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall have
charge and custody of, and be responsible for, all funds, securities and notes
of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any sources whatsoever; deposit all such moneys and valuable
effects in the name and to the credit of the Corporation in such depositaries as
may be designated by the Board; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be

                                      28
<PAGE>

determined by the Board and be responsible for the accuracy of the amounts of
all moneys so disbursed; regularly enter or cause to be entered in books or
other records maintained for the purpose full and adequate account of all
moneys received or paid for the account of the Corporation; have the right to
require from time to time reports or statements giving such information as
the Chief Financial Officer may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the Chief Executive Officer or the Board, whenever the Chief
Executive Officer or the Board shall require the Chief Financial Officer so
to do, an account of the financial condition of the Corporation and of all
financial transactions of the Corporation; exhibit at all reasonable times
the records and books of account to any of the Directors upon application at
the office of the Corporation where such records and books are kept; disburse
the funds of the Corporation as ordered by the Board; and, in general,
perform all duties incident to the office of Chief Financial Officer of a
corporation and such other duties as may from time to time be assigned to the
Chief Financial Officer by the Board or the Chief Executive Officer.

          5.12  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Chief Financial Officer,
respectively, or by the Board or by the Chief Executive Officer.

                                      29
<PAGE>


                                     ARTICLE 6

                   CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          6.1  EXECUTION OF CONTRACTS.  The Board, except as otherwise provided
in these By-laws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

          6.2  LOANS.  The Board may prospectively or retroactively authorize
the Chief Executive Officer or any other officer, employee or agent of the
Corporation to effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances the person so authorized may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances.  Such authority
conferred by the Board may be general or confined to specific instances, or
otherwise limited.

                                      30
<PAGE>

          6.3  CHECKS, DRAFTS, ETC.  All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.

          6.4  DEPOSITS.  The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation with such
banks, trust companies, investment banking firms, financial institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.


                                     ARTICLE 7

                                STOCK AND DIVIDENDS

                                      31
<PAGE>

          7.1  CERTIFICATES REPRESENTING SHARES.  The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board.  Such certificates shall be signed by the Chairman, the
Chief Executive Officer or a Vice President and by the Secretary or an Assistant
Secretary or the Chief Financial Officer or an Assistant Treasurer, and may be
impressed with the seal of the Corporation or a facsimile thereof.  The
signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.

          7.2  TRANSFER OF SHARES.  Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by the holder's duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent of the
Corporation, and on surrender of the certificate or certificates representing
such shares of capital stock properly endorsed for

                                      32
<PAGE>

transfer and upon payment of all necessary transfer taxes.  Every certificate
exchanged, returned or surrendered to the Corporation shall be marked
"Cancelled," with the date of cancellation, by the Secretary or an Assistant
Secretary or the transfer agent of the Corporation.  A person in whose name
shares of capital stock shall stand on the books of the Corporation shall be
deemed the owner thereof to receive dividends, to vote as such owner and for
all other purposes as respects the Corporation.  No transfer of shares of
capital stock shall be valid as against the Corporation, its stockholders and
creditors for any purpose, except to render the transferee liable for the
debts of the Corporation to the extent provided by law, until such transfer
shall have been entered on the books of the Corporation by an entry showing
from and to whom transferred.

          7.3  TRANSFER AND REGISTRY AGENTS.  The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.

          7.4  LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES.  The holder
of any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated.  The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or

                                      33
<PAGE>

mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its transfer agents and registrars, or such of them as the Board
may require, a bond in such form, in such sums and with such surety or sureties
as the Board may direct, to indemnify the Corporation and its transfer agents
and registrars against any claim that may be made against any of them on account
of the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.

          7.5  RULES AND REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

          7.6  DIVIDENDS, SURPLUS, ETC.  Subject to the provisions of the
Certificate of Incorporation and of law, the Board:

                    7.6.1  may declare and pay dividends or make other
     distributions on the outstanding shares of capital stock in such amounts
     and at such time or times as it, in its discretion, shall deem advisable
     giving due consideration to the condition of the affairs of the
     Corporation;

                                      34
<PAGE>

                    7.6.2  may use and apply, in its discretion, any of the
     surplus of the Corporation in purchasing or acquiring any shares of capital
     stock of the Corporation, or purchase warrants therefor, in accordance with
     law, or any of its bonds, debentures, notes, scrip or other securities or
     evidences of indebtedness; and

                    7.6.3  may set aside from time to time out of such surplus
     or net profits such sum or sums as, in its discretion, it may think proper,
     as a reserve fund to meet contingencies, or for equalizing dividends or for
     the purpose of maintaining or increasing the property or business of the
     Corporation, or for any purpose it may think conducive to the best
     interests of the Corporation.


                                     ARTICLE 8

                                  INDEMNIFICATION

                                      35
<PAGE>

          8.1  INDEMNITY UNDERTAKING.  To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity with
comparable authority or responsibilities for any partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges).  Persons who are not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Article 8.

          8.2  ADVANCEMENT OF EXPENSES.  The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including

                                      36
<PAGE>

attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding; PROVIDED,
HOWEVER, that, if required by the General Corporation Law, such expenses
incurred by or on behalf of any Director or officer or other person may be
paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director or
officer (or other person indemnified hereunder), to repay any such amount so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right of appeal that such Director, officer or
other person is not entitled to be indemnified for such expenses.

          8.3  RIGHTS NOT EXCLUSIVE.  The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

          8.4  CONTINUATION OF BENEFITS.  The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director or
officer (or other

                                      37
<PAGE>

person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

          8.5  INSURANCE.  The Corporation shall have power to 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 an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article 8, the Certificate of
Incorporation or under section 145 of the General Corporation Law or any other
provision of law.

          8.6  BINDING EFFECT.  The provisions of this Article 8 shall be a
contract between the Corporation, on the one hand, and each Director and officer
who serves in such capacity at any time while this Article 8 is in effect and
any other person entitled to indemnification hereunder, on the other hand,
pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound.  No repeal or modification of
this Article 8 shall affect any rights or obligations with respect to any state
of facts then or theretofore existing or thereafter arising or any proceeding

                                      38
<PAGE>

theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

          8.7  PROCEDURAL RIGHTS.  The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction.  The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation.  Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such indemnification
or reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel and its stockholders) that such person is not
entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled.  Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                                      39
<PAGE>

          8.8  SERVICE DEEMED AT CORPORATION'S REQUEST.  Any Director or officer
of the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

          8.9  ELECTION OF APPLICABLE LAW.  Any person entitled to be
indemni-fied or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought.  Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; PROVIDED, HOWEVER, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

                                      40
<PAGE>

                                      ARTICLE 9

                                  BOOKS AND RECORDS

          9.1  BOOKS AND RECORDS.  There shall be kept at the principal office
of the Corporation correct and complete records and books of account recording
the financial transactions of the Corporation and minutes of the proceedings of
the stockholders, the Board and any committee of the Board.  The Corporation
shall keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

          9.2  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, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written 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.

                                      41
<PAGE>

          9.3  INSPECTION OF BOOKS AND RECORDS.  Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
stockholders for inspection.


                                     ARTICLE 10

                                        SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware."  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.


                                     ARTICLE 11

                                    FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.

                                      42
<PAGE>


                                     ARTICLE 12

                                PROXIES AND CONSENTS

          Unless otherwise directed by the Board, the Chairman, the President,
any Vice President, the Secretary or the Chief Financial Officer, or any one of
them, may execute and deliver on behalf of the Corporation proxies respecting
any and all shares or other ownership interests of any Other Entity owned by the
Corporation appointing such person or persons as the officer executing the same
shall deem proper to represent and vote the shares or other ownership interests
so owned at any and all meetings of holders of shares or other ownership
interests, whether general or special, and/or to execute and deliver consents
respecting such shares or other ownership interests; or any of the aforesaid
officers may attend any meeting of the holders of shares or other ownership
interests of such Other Entity and thereat vote or exercise any or all other
powers of the Corporation as the holder of such shares or other ownership
interests.


                                     ARTICLE 13

                                     AMENDMENTS

                                      43
<PAGE>

          The Board of Directors may from time to time adopt, amend or repeal
the By-laws; PROVIDED, HOWEVER, that any By-laws adopted or amended by the Board
may be amended or repealed, and any By-laws may be adopted, by a vote of the
Stockholders having at least a majority in voting power of the then issued and
outstanding shares of capital stock of the Corporation.


                                      44