Exhibit 3.3


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                                    QFAC, LLC


                     (a Delaware Limited Liability Company)





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                                     By-Laws

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                           Adopted as of June 28, 1999



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                                     BY-LAWS

                                       OF

                                    QFAC, LLC

                                  Introduction

         A.  Agreement.  These  By-laws  (the  "By-laws")  are  subject  to  the
Operating Agreement dated as of June 28, 1999, as the same may from time to time
be amended and in effect (the "Operating  Agreement"),  of QFAC, LLC, a Delaware
limited  liability  company (the "Company").  In the event of any  inconsistency
between the terms hereof and the terms of the Operating Agreement,  the terms of
the Operating Agreement shall control.

         B. Definitions. Capitalized terms used and not defined in these By-laws
have the meanings ascribed to them in the Operating Agreement.


                                   ARTICLE I

                               MEETINGS OF MEMBERS

1.1 Place of Meetings and Meetings by Telephone.

         Meetings of Members shall be held at any place  designated by the Board
of Managers.  In the absence of any such designation,  meetings of Members shall
be held at the  principal  place of business of the Company.  Any meeting of the
Members may be held by conference telephone or similar  communication  equipment
so long as all Members  participating  in the meeting can hear one another,  and
all Members participating by telephone or similar communication  equipment shall
be deemed to be present in person at the meeting.

1.2 Call of Meetings.

         Meetings  of Members may be called at any time by the Board of Managers
or the President for the purpose of taking action upon any matter  requiring the
vote  or  authority  of the  Members  as  provided  herein  or in the  Operating
Agreement  or upon any other matter as to which such vote or authority is deemed
by the Board of Managers or the President to be necessary or desirable.

1.3 Notice of Meetings of Members.

         All notices of meetings of Members shall be sent or otherwise  given in
accordance  with  Section  4 of this  Article  I not less then ten nor more than
sixty days before the date of the meeting.  The notice shall  specify the place,
date and hour of the meeting.

1.4 Manner of Giving Notice.

         Notice  of any  meeting  of  Members  shall be given  personally  or by
telephone  to each  Member or sent by first  class  mail,  postage  prepaid,  by
telegram or telecopy (or similar



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electronic  means) or by a  nationally  recognized  overnight  courier,  charges
prepaid,  addressed to the Member at the address of that Member appearing on the
books of the  Company or given by the Member to the  Company  for the purpose of
notice.  Notice  shall be deemed to have been  given at the time when  delivered
either personally or by telephone,  or at the time when deposited in the mail or
with a  nationally  recognized  overnight  courier,  or when sent by telegram or
telecopy (or similar electronic means).

1.5 Adjourned Meeting; Notice.

         Any  meeting of  Members,  whether or not a quorum is  present,  may be
adjourned  from time to time by the vote of a Majority  in  Interest  of Members
represented at that meeting,  either in person or by proxy.  When any meeting of
Members is adjourned  to another time or place,  notice need not be given of the
adjourned meeting, unless a new record date of the adjourned meeting is fixed or
unless the  adjournment  is for more than  thirty days from the date set for the
original  meeting,  in which case the Board of  Managers  shall set a new record
date and shall give notice in accordance with the provisions of Sections 3 and 4
of this  Article I. At any  adjourned  meeting,  the  Company may  transact  any
business that might have been transacted at the original meeting.

1.6 Quorum; Voting.

         At any meeting of the  Members,  the presence of a Majority in Interest
of Members,  in person or by proxy,  shall constitute a quorum for all purposes,
unless or except to the extent that the  presence of Members  holding such other
percentage  of LLC  Interests  is required  by the  Operating  Agreement,  these
By-laws  or  applicable  law.  Except as  otherwise  required  by the  Operating
Agreement,  these By-laws or applicable  law, all matters shall be determined by
an affirmative vote of a Majority in Interest of Members.

1.7 Waiver of Notice by Consent of Absent Members.

         The  transactions  of a meeting of Members,  however called and noticed
and  wherever  held,  shall be as valid as though  taken at a meeting  duly held
after  regular  call and  notice if a quorum is  present  either in person or by
proxy and if either  before or after the meeting,  each person  entitled to vote
who was not present in person or by proxy signs a written  waiver of notice or a
consent to a holding of the meeting or an approval of the minutes. The waiver of
notice or consent need not specify  either the business to be  transacted or the
purpose of any meeting of  Members.  Attendance  by a person at a meeting  shall
also  constitute  a waiver of notice of that  meeting,  except  when the  person
objects at the  beginning  of the  meeting to the  transaction  of any  business
because the meeting was not lawfully called or convened.

1.8 Member Action by Written Consent Without a Meeting.

         Any action  that may be taken at any  meeting  of Members  may be taken
without a meeting and without prior notice if a consent in writing setting forth
the action so taken is signed by a Majority  in  Interest of Members (or Members
holding such other  percentage  of LLC  Interests as is required to authorize or
take such action under the terms of the  Operating  Agreement,  these By-laws or
applicable  law). Any such written consent may be executed and



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given by telecopy or similar electronic means. Such consents shall be filed with
the Secretary of the Company and shall be maintained in the Company's records.

1.9 Record Date for Member Notice, Voting and Giving Consents.

         (a) For purposes of determining the Members  entitled to vote or act at
any meeting or adjournment  thereof,  the Board of Managers may fix in advance a
record date which  shall not be greater  than sixty days nor fewer than ten days
before the date of any such meeting.  If the Board of Managers does not so fix a
record date, the record date for determining Members entitled to notice of or to
vote at a meeting of Members  shall be at the close of business on the  business
day  immediately  preceding  the day on which  notice is given,  or if notice is
waived,  at the close of business on the business day next  preceding the day on
which the meeting is held.

         (b) The  record  date for  determining  the  Members  entitled  to give
consent to action in writing without a meeting,  (i) when no prior action of the
Board of Managers  has been taken,  shall be the day on which the first  written
consent is given,  or (ii) when prior  action of the Board of Managers  has been
taken,  shall be such  date as  determined  for  that  purpose  by the  Board of
Managers, which record date shall not precede the date upon which the resolution
fixing it is adopted by the Board of Managers  and shall not be more than twenty
days after the date of such resolution.

         (c) Only  Members  of record on the  record  date as herein  determined
shall  have any right to vote or to act at any  meeting  or give  consent to any
action  relating to such record date,  provided that no Member who transfers all
or part of such Member's LLC Interest  after a record date (and no transferee of
such LLC  Interest)  shall  have the  right to vote or act with  respect  to the
transferred  LLC  Interest  as regards  the matter for which the record date was
set.

1.10 Proxies.

         Every  Member  entitled  to vote or act on any  matter at a meeting  of
Members  shall  have the right to do so  either in person or by proxy,  provided
that an instrument  authorizing such a proxy to act is executed by the Member in
writing and dated not more than eleven  months  before the  meeting,  unless the
instrument  specifically  provides for a longer period.  A proxy shall be deemed
executed  by a Member if the  Member's  name is placed on the proxy  (whether by
manual  signature,  typewriting,  telegraphic  transmission or otherwise) by the
Member or the Member's attorney-in-fact.  A valid proxy that does not state that
it is irrevocable  shall continue in full force and effect unless (i) revoked by
(a) the person  executing it before the vote pursuant to that proxy by a writing
delivered  to the Company  stating that the proxy is revoked or (b) a subsequent
proxy  executed by, or by attendance at the meeting and voting in person by, the
person executing that proxy or (ii) written notice of the death or incapacity of
the maker of that proxy is received by the Company  before the vote  pursuant to
that proxy is counted.  A proxy  purporting  to be executed by or on behalf of a
Member shall be deemed valid unless  challenged  at or prior to its exercise and
the burden of proving  invalidity  shall rest on the  challenger.  Except to the
extent  inconsistent with the provisions hereof, the General  Corporation Law of
the State of Delaware,  and judicial  construction  thereof by the Courts of the
State of Delaware, shall be applicable to proxies granted by any Member.



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                                   ARTICLE II

                        MANAGERS AND MEETINGS OF MANAGERS

2.1 Powers.

         The  powers of the  Managers  shall be as  provided  herein  and in the
Operating Agreement.

2.2 Number of Managers.

         The Board of Managers shall consist of one or more Managers. The number
of Managers  shall  initially be six and may  thereafter be changed from time to
time by action of the Managers or the Members.

2.3 Vacancies.

         Newly  created  vacancies  on the Board of Managers  resulting  from an
increase  in the number of  Managers  and  vacancies  occurring  on the Board of
Managers for any other reason, including the removal of Managers with or without
cause,  may be filled by vote of the Members or by the Members'  written consent
or by vote of the Managers or by written consent of the Managers .

2.4 Place of Meetings and Meetings by Telephone.

         All meetings of the Board of Managers may be held at any place that has
been  designated  from time to time by resolution of the Board of Managers or in
any notice  properly  given with respect to any such meeting.  In the absence of
such a designation,  regular  meetings  shall be held at the principal  place of
business  of the  Company.  Any  meeting,  regular  or  special,  may be held by
conference telephone or similar communication  equipment so long as all Managers
participating   in  the  meeting  can  hear  one   another,   and  all  Managers
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.

2.5 Regular Meetings.

         Regular  meetings of the Board of Managers  shall be held at such times
and at such places as shall be fixed by approval of the  Managers.  Such regular
meetings may be held without notice.

2.6 Special Meetings.

         Special  meetings of the Board of Managers  for any purpose or purposes
may be  called  at any time by any  Manager.  Notice  of the time and place of a
special  meeting  shall be  delivered  to each  Manager (a)  personally,  (b) by
telephone  (and  confirmed  by one of the  methods  set  out in the  immediately
succeeding  clause  (c)),  or (c) by telegram,  telecopy (or similar  electronic
means),  first-class mail or nationally  recognized  overnight courier,  charges
prepaid,  addressed to each Manager at that Manager's  address as it is shown on
the records of the  Company.  If the notice is mailed,  it shall be deposited in
the United States mail at least two calendar days before the time of the holding
of the  meeting.  If the notice is  delivered  personally  or by telephone or by



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telegram,  telecopy  (or similar  electronic  means) or by  national  recognized
overnight courier,  it shall be given at least twenty-four hours before the time
of the holding of the meeting.  Any oral notice given personally or by telephone
may be  communicated  either to the  Manager or to a person at the office of the
Manager  who the person  giving the notice has reason to believe  will  promptly
communicate  it to the  Manager.  The notice need not specify the purpose of the
meeting.

2.7 Quorum; Chairman.

         A majority of the  authorized  number of Managers  shall  constitute  a
quorum for the transaction of business, except to adjourn as provided in Section
9 of this Article II. Every act or decision done or made by the affirmative vote
of Managers  entitled to cast votes at a meeting  duly held at which a quorum is
present  shall be  regarded as the act of the Board of  Managers,  except to the
extent that the vote of a higher number of Managers is required by the Operating
Agreement,  these By-laws or applicable law. The Board of Managers may from time
to time appoint any Manager to serve as Chairman of the Board of  Managers,  who
shall preside at all meetings of the Board of Managers and of the Members. If at
the time of any such  meeting,  there  shall not be a  Chairman  of the Board of
Managers,  or the then incumbent Chairman does not attend or participate in such
meeting,  then the Board of Managers  shall  appoint a person to preside at such
meeting.

2.8 Waiver of Notice.

         Notice  of any  meeting  need not be given to any  Manager  who  either
before or after the  meeting  signs a written  waiver of  notice,  a consent  to
holding  the  meeting or an  approval  of the  minutes.  The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers, consents,
and  approvals  shall be filed with the records of the Company or made a part of
the minutes of the  meeting.  Notice of a meeting  shall also be deemed given to
any  Manager who attends  the  meeting  without  protesting,  at or prior to its
commencement, the lack of notice to that Manager.

2.9 Adjournment.

         Managers  present at any  meeting  entitled  to cast a majority  of all
votes  entitled  to be cast by such  Managers,  whether  or not  constituting  a
quorum,  may adjourn any meeting to another  time and place.  Notice of the time
and place of holding an  adjourned  meeting need not be given unless the meeting
is adjourned for more than  forty-eight  hours, in which case notice of the time
and place shall be given before the time of the adjourned  meeting in the manner
specified in Section 6 of this Article II.

2.10 Action Without a Meeting.

         Any  action to be taken by the Board of  Managers  at a meeting  may be
taken  without such meeting by the written  consent of all the Managers  then in
office.  Any such  written  consent  may be  executed  and given by  telecopy or
similar  electronic means. Such written consents shall be filed with the minutes
of the proceedings of the Board of Managers.



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2.11 Delegation of Power.

         Any Manager may, by power of attorney,  delegate his power to any other
Manager or  Managers;  provided,  however,  that in no case shall fewer than two
Managers  personally  exercise  the powers  granted to the  Managers,  except as
otherwise provided in the Operating Agreement, these By-laws or by resolution of
the Board of Managers. A Manager represented by another Manager pursuant to such
power of attorney  shall be deemed to be present for purposes of  establishing a
quorum and  satisfying  any voting  requirements.  The Board of Managers may, by
resolution,  delegate any or all of their powers and duties granted hereunder or
under  the  Operating  Agreement  to one or  more  committees  of the  Board  of
Managers,  each consisting of one or more Managers,  or to one or more officers,
employees or agents (including, without limitation,  Members), and to the extent
any such powers or duties are so delegated,  action by the delegate or delegates
shall be deemed for all purposes to be action by the Board of  Managers.  Except
as otherwise provided in the Operating Agreement, all such delegates shall serve
at the pleasure of the Board of Managers. To the extent applicable, notice shall
be given to, and action may be taken by, any  delegate  of the Board of Managers
as herein  provided  with  respect  to notice  to,  and  action by, the Board of
Managers.


                                  ARTICLE III

                                    OFFICERS

3.1 Officers.

         The  officers of the Company  shall be a President,  a Secretary  and a
Treasurer.  The  Company  may  also  have,  at the  discretion  of the  Board of
Managers,  such  other  officers  as may be  appointed  in  accordance  with the
provisions  of Section 3 of this  Article III. Any number of offices may be held
by the same person. Officers may, but need not, be Managers.

3.2 Election of Officers.

         The  officers of the Company  shall be chosen by the Board of Managers,
and each shall serve at the  pleasure of the Board of  Managers,  subject to the
rights, if any, of an officer under any contract of employment.

3.3 Additional Officers.

         The Board of Managers  may appoint  and may  empower the  President  to
appoint  such  additional  officers as the  business of the Company may require,
each of whom shall hold office for such period,  have such authority and perform
such duties as are provided in these By-laws or as the Board of Managers (or, to
the extent the power to prescribe  authorities and duties of additional officers
is delegated to him or her, the President) may from time to time determine.

3.4 Removal and Resignation of Officers.

         Subject to the  rights,  if any,  of an officer  under any  contract of
employment,  any officer may be removed,  with or without cause, by the Board of
Managers at any  regular or special  meeting of the Board of Managers or by such
officer,  if any,  upon whom such power of removal



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may be conferred by the Board of Managers. Any officer may resign at any time by
giving written notice to the Company.  Any resignation  shall take effect at the
date of the  receipt  of that  notice or at any  later  time  specified  in that
notice,  and unless  otherwise  specified in that notice,  the acceptance of the
resignation  shall not be necessary to make it  effective.  Any  resignation  is
without  prejudice to the rights,  if any, of the Company  under any contract to
which the officer is a party.

3.5 Vacancies in Offices.

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification  or other cause shall be filled by the Board of  Managers.  The
President may make temporary  appointments  to a vacant office  reporting to the
President pending action by the Board of Managers.

3.6 President.

         The President  shall,  subject to the control of the Board of Managers,
be  responsible  for the  general  supervision,  direction  and  control  of the
business  and the  officers  of the  Company.  He or she shall have the  general
powers and duties of  management  usually  vested in the office of President and
Chief  Executive  Officer of a corporation  and shall have such other powers and
duties as may be prescribed by the Board of Managers, the Operating Agreement or
these By-laws.

3.7 Secretary.

         The Secretary  shall keep or cause to be kept at the principal place of
business of the Company or such other place as the Board of Managers  may direct
a book of  minutes  of all  meetings  and  actions  of the  Board  of  Managers,
committees or other delegates of the Board of Managers  (appointed in accordance
with the provisions of Section 11 of Article II) and the Members.  The Secretary
shall keep or cause to be kept at the principal place of business of the Company
a register  or a duplicate  register  showing the names of all Members and their
addresses,  the class and percentage  interests in the Company 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 meetings of the Members and of the
Board of Managers (or  committees  or other  delegates  thereof)  required to be
given by these By-laws or by applicable law and shall have such other powers and
perform such other duties as may be  prescribed  by the Board of Managers or the
President or by these By-laws.

3.8 Treasurer.

         The  Treasurer  shall  keep  and  maintain  or  cause  to be  kept  and
maintained  adequate and correct books and records of accounts of the properties
and  business  transactions  of the Company.  The books of account  shall at all
reasonable  times be open to  inspection  by any Manager.  The  Treasurer  shall
deposit  all  monies  and other  valuables  in the name and to the credit of the
Company with such depositaries as may be designated by the Board of Managers. He
or she shall disburse the funds of the Company as may be ordered by the Board of
Managers, shall render to the President and the Board of Managers, whenever they
request it, an account of



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all of his or her  transactions  as Treasurer and of the financial  condition of
the Company and shall have other  powers and perform such other duties as may be
prescribed by the Board of Managers or the President or these By-laws.


                                   ARTICLE IV

                      MAINTENANCE AND INSPECTION OF RECORDS

4.1 Member List.

         The Company shall maintain at its principal  place of business a record
of its Members,  giving the names and addresses of all Members and the class and
percentage  interests  in the  Company  held by  each  Member.  Subject  to such
reasonable   standards  (including  standards  governing  what  information  and
documents are to be furnished and at whose expense) as may be established by the
Board of  Managers  from time to time,  each Member has the right to obtain from
the Company from time to time upon reasonable demand for any purpose  reasonably
related  to the  Member's  interest  as a Member of the  Company a record of the
Company's Members.

4.2 By-laws.

         The Company shall keep at its principal  place of business the original
or a copy of these By-laws as amended to date, which shall be open to inspection
by the Members at all reasonable times during office hours.

4.3 Other Records.

         The accounting books and records, minutes of proceedings of the Members
and the  Board of  Managers  and any  committees  or  delegates  of the Board of
Managers and all other information pertaining to the Company that is required to
be made  available  to the Members  under the Delaware Act shall be kept at such
place or places  designated  by the Board of  Managers or in the absence of such
designation,  at the  principal  place of business of the  Company.  The minutes
shall be kept in written  form and the  accounting  books and  records and other
information shall be kept either in written form or in any other form capable of
being  converted  into  written  form.  The books of account  and records of the
Company shall be maintained in accordance  with  generally  accepted  accounting
principles  consistently  applied  during the term of the  Company,  wherein all
transactions,  matters and things relating to the business and properties of the
Company  shall  be  currently  entered,  subject  to such  reasonable  standards
(including  standards,  governing  what  information  and  documents  are  to be
furnished and at whose  expense) as may be  established by the Board of Managers
from time to time,  minutes,  accounting books and records and other information
shall be open to  inspection  upon  the  written  demand  of any  Member  at any
reasonable time during usual business hours for purposes  reasonably  related to
the Member's interests as a Member. Any such inspection may be made in person or
by an agent or attorney and shall  include the right to copy and make  extracts.
Notwithstanding  the  foregoing,  the Board of Managers  shall have the right to
keep  confidential from Members for such period of time as the Board of Managers
deems reasonable any information which the Board of Managers reasonably believes
to be in the nature of trade secrets



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or other information the disclosure of which the Board of Managers in good faith
believes is not in the best interests of the Company or could damage the Company
or its business or which the Company is required by law or by  agreement  with a
third party to keep confidential.

4.4 Inspection by Managers.

         Every  Manager shall have the right at any  reasonable  time to inspect
all books,  records and  documents of every kind and the physical  properties of
the Company for a purpose  reasonably  related to his position as Manager.  This
inspection by a Manager may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of documents.


                                   ARTICLE V

                                 GENERAL MATTERS

5.1 Checks, Drafts, Evidence of Indebtedness.

         All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness  issued in the name of or payable by the Company shall
be signed or  endorsed  in such manner and by such person or persons as shall be
designated  from time to time in accordance  with the resolution of the Board of
Managers.

5.2 Representation of Shares of Other Entities Held by Company.

         The  President or any other person  authorized by the Board of Managers
is  authorized  to vote or represent on behalf of the Company any and all shares
of any corporation,  partnership,  limited  liability  company,  trusts or other
entities,  foreign  or  domestic,  standing  in the  name of the  Company.  Such
authority  may be  exercised  in  person  or by a proxy  duly  executed  by such
designated person.

5.3 Seal.

         The Board of Managers  may  approve  and adopt an official  seal of the
Company,  which may be altered by them at any time. Unless otherwise required by
the Board of Managers,  any seal so adopted  shall not be necessary to be placed
on, and its absence shall not impair the validity of, any  document,  instrument
or other paper executed and delivered by or on behalf of the Company.


                                   ARTICLE VI

                    AMENDMENTS AND INCORPORATION BY REFERENCE

6.1 Amendment.

         These By-laws may be restated,  amended,  supplemented or repealed only
by an affirmative  vote of a Majority in Interest of Members (or such other vote
of  Members  holding



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such other LLC Interests as shall be required by the Operating Agreement,  these
By-laws or applicable law).

6.2 Incorporation by Reference of By-laws into Operating Agreement.

         These By-laws and any amendments hereto shall be deemed incorporated by
reference in the Operating Agreement.


                                   ARTICLE VII

                                 INDEMNIFICATION

7.1 Indemnification of Managers, Officers, Employees and Agents.

         (a) Each Person who was or is made a party or is  threatened to be made
a party to or is otherwise involved in any action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (hereinafter,  a "proceeding")
by reason of the fact that he or she is or was a Manager  or an  officer  of the
Company,  or is or was  serving  at the  request  of the  Company  as a manager,
director,  officer, employee or agent of another limited liability company or of
a corporation,  partnership, joint venture, trust or other enterprise, including
a  service  with  respect  to  an  employee   benefit   plan   (hereinafter   an
"indemnitee"),  whether the basis of such a proceeding  is alleged  action in an
official  capacity  as a  Manager,  officer,  employee  or agent or in any other
capacity  while  serving  as a Manager,  officer,  employee  or agent,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware Act (including  indemnification  for negligence or gross negligence
but excluding  indemnification  (i) for acts or omissions involving actual fraud
or willful  misconduct  or (ii) with respect to any  transaction  from which the
indemnitee derived an improper personal benefit), against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith.

         (b) The  right to  indemnification  conferred  in  paragraph  (a) shall
include the right to be paid by the Company the expenses  (including  attorneys'
fees) incurred in defending any  proceeding in advance of its final  disposition
(hereinafter an "advancement of expenses"). The rights to indemnification and to
the  advancement  of expenses  conferred in paragraph (a) and this paragraph (b)
shall be contract  rights and such rights shall continue as to an indemnitee who
has ceased to be a Manager,  officer,  employee  or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

         (c) The rights to  indemnification  and to the  advancement of expenses
conferred in this Section 7.1 shall not be exclusive of any other right that any
Person may have or hereafter acquire under any statute,  agreement,  vote of the
Managers or otherwise.

         (d) The Company may  maintain  insurance,  at its  expense,  to protect
itself and any  Manager,  officer,  employee  or agent of the Company or another
limited liability company, consultant, corporation,  partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify  such Person against such expense,
liability or loss under the Delaware Act.



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         (e) The Company may, to the extent  authorized from time to time by the
Board of  Managers,  grant  rights  to  indemnification  and to  advancement  of
expenses to any  employee  or agent of the Company to the fullest  extent of the
provisions  of  this  Section  7.1  with  respect  to  the  indemnification  and
advancement of expenses of Managers and officers of the Company.