Exhibit 3(b)

                       AMENDED AND RESTATED BY-LAWS
                       ----------------------------
                                    OF
                                    --

                          ETS INTERNATIONAL, INC.
                          -----------------------


                            ARTICLE I.  OFFICES
                            -------------------

      The principal office of the corporation shall be located in Richmond,
Virginia.  The corporation may have such other offices, either within or
without the state of incorporation, as the Board of Directors may designate
or as the business of the corporation may require from time to time.

                         ARTICLE II.  SHAREHOLDERS
                         -------------------------

      SECTION 1.  Annual Meeting.  The annual meeting of the shareholders
                  --------------
shall be held in the month of July in each year at such time, day and place
as the Board of Directors may designate, for the purpose of electing
Directors and for the transaction of such other business as may come before
the meeting.  If the election of Directors shall not be held on the date
designated for any annual meeting of the shareholders, or any adjournment
thereof, the Board of Directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as conveniently may
be.

      SECTION 2.  Special Meetings.  Special meetings of the shareholders,
                  ----------------
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President, the Board of Directors, and by holders of not less
than twenty percent of all the outstanding shares of the corporation entitled
to vote at the meeting.

      SECTION 3.  Place of Meeting.  The Board of Directors may designate any
                  ----------------
place, either within or without the state of incorporation unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors.  A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the state of incorporation, unless otherwise
prescribed by statute, as the place for the holding of such meeting.  If no
designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal office of the corporation.

      SECTION 4.  Notice of Meeting.  Written or printed notice stating the
                  -----------------
place, day and hour of the meeting and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
<PAGE>
Secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid.

      Notice of a shareholder's meeting to act on an amendment of the
articles of incorporation or on a reduction of stated capital or on a plan of
merger or consolidation shall be given, in the manner provided above, not
less than twenty-five nor more than sixty days before the date of the
meeting.  Any such notice shall be accompanied by a copy of the proposed
amendment or plan of reduction or merger or consolidation.

      SECTION 5.  Closing of Transfer Books or Fixing of Record Date.  For 
                  --------------------------------------------------
the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, seventy days. 
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten days immediately preceding such
meeting.  In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days and, in
case of a meeting of shareholders, not less than ten days prior to the date
on which the particular action, requiring such determination of shareholders,
is to be taken.  If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or
to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which the notice is given or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of shareholders.  When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

      SECTION 6.  Quorum.  A majority of the outstanding shares of the
                  ------
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

      SECTION 7.  Proxies.  At all meetings of shareholders, a shareholder
                  -------
may vote by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact.  Such proxy shall be filed with the secretary of
the corporation before or at the time of the meeting.
<PAGE>
      SECTION 8.  Chairman and Secretary.  The Chairman and Secretary of the
                  ----------------------
Board of Directors of the corporation shall serve, respectively, as Chairman
and Secretary of all meetings of the shareholders of the corporation.  The
Chairman shall preside at such meetings, and the Secretary shall be
responsible for keeping minutes thereof in one or more books provided for
that purpose.

      SECTION 9.  Order of Business.  The order of business at stockholders'
                  -----------------
meetings shall be:

      (a)  Proof of notice of meeting,

      (b)  Roll call,

      (c)  Determination of quorum,

      (d)  Reading and disposal of unapproved minutes,

      (e)  Reports of officers and committees,

      (f)  Election of directors,

      (g)  Unfinished business,

      (h)  New business, and

      (i)  Adjournment.

      SECTION 10.  Voting of Shares.  Each outstanding share entitled to vote
                   ----------------
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.

      SECTION 11.  Voting of Shares by Certain Holders.  Shares standing in
                   -----------------------------------
the name of another corporation may be voted by such officer, agent or proxy
as the by-laws of such corporation may determine.

      Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name.  Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.

      Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority so
to do be contained in an appropriate order of the court by which such
receiver was appointed.

      A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred, unless the pledge agreement provides to the contrary.
<PAGE>
      Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.

      SECTION 12.  Voting.  Unless otherwise provided by law, at each
                   ------
election for Directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares
owned by him for as many persons as there are Directors to be elected and for
whose election he has a right to vote.  A shareholder shall not have the
right to cumulate his votes.

      SECTION 13.  Informal Action by Shareholders.  Unless otherwise
                   -------------------------------
provided by law, any action required to be taken at a meeting of
shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

      SECTION 14.  Voting List.  The Secretary or agent having charge of the
                   -----------
stock transfer books for shares of the corporation shall make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address
of and the number of shares held by each.  Such list, for a period of ten
days prior to such meeting, shall be kept on file at the registered office of
the corporation or at its principal place of business or at the office of its
transfer agent or registrar and shall be subject to inspection by any
stockholder at any time during usual business hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole time of the
meeting.

      SECTION 15.  Inspectors and Judges.  The Directors, in advance of any
                   ---------------------
stockholders' meeting, may, but need not, appoint one or more inspectors of
election or judges of the vote, as the case may be, to act at the meeting or
any adjournment thereof.  If an inspector or inspectors or judge or judges
are not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges.  In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by appointment made by the Directors in advance of the meeting or at
the meeting by the person presiding thereat.  Each inspector or judge, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector or judge at such meeting
with strict impartiality and according to the best of his ability.  The
inspectors or judges, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at
the meeting, the existence of a quorum, the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count
and tabulate all votes, ballots or consents, determine the result, and do
such acts as are proper to conduct the election or vote with fairness to all
stockholders.  On request of the person presiding at the meeting, the
inspector or inspectors or judge or judges, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them.
<PAGE>
                     ARTICLE III.  BOARD OF DIRECTORS
                     --------------------------------

      SECTION 1.  General Powers.  The business and affairs of the
                  --------------
corporation shall be managed by its Board of Directors.

      SECTION 2.  Number, Tenure and Qualification.  The number of directors
                  --------------------------------
of the corporation shall be five.  Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified. The number of directors may be increased or diminished
from time to time by the directors, but shall not be less than one nor more
than five.

      SECTION 3.  Regular Meetings.  A regular annual meeting of the Board of
                  ----------------
Directors shall be held without other notice than this by-law immediately
after, and at the same time and place as, the annual meeting of shareholders. 
The Board of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.


      SECTION 4.  Special Meetings.  Special meetings of the Board of
                  ----------------
Directors may be called by or at the request of the President of the
corporation or any Director.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by him or them.

      SECTION 5.  Notice.  Notice of any special meeting shall be given at
                  ------
least two (2) days prior thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram.  If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid.  If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.  Any Director may waive notice of any
meeting.  The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

      SECTION 6.  Quorum.  A majority of the Directors shall constitute a
                  ------
quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.

      SECTION 7.  Chairman and Secretary.  Unless the Board by appropriate
                  ----------------------
action otherwise designates, the President and Secretary of the corporation
shall be Chairman and Secretary, respectively, of the Board of Directors. 
The Chairman shall preside at all meetings of the Directors and shall possess
such other authority and shall perform as such other duties as the Board
shall determine.  The Secretary of the Board, who need not be a director,
shall keep the minutes of the Board of Directors meetings in one or more
books provided for that purpose.
<PAGE>
      SECTION 8.  Audit Committee.  The Audit Committee shall be comprised of
                  ---------------
no less than two members of the Board of Directors, one of whom shall not be
an officer of or otherwise employed by the corporation.  The members of the
Audit Committee shall serve at the pleasure of the Board of Directors.  A
majority of the members of the Audit Committee shall constitute a quorum for
the transaction of any business.

      The Audit Committee shall coordinate an annual review of the books of
account and other records of the Company, shall meet at least once annually
and shall from time to time and upon request report to the Board of Directors
regarding the finances of the corporation.

      SECTION 9.  Manner of Acting.  Except as otherwise herein or by law
                  ----------------
provided, the act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

      SECTION 10.  Vacancies.  Any vacancy occurring in the Board of
                   ---------
Directors may be filled by the affirmative vote of a majority of the
remaining Directors, though less than a quorum of the Board of Directors,
unless otherwise provided by law.  A Director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.  Any
directorship to be filled by reason of an increase in the number of Directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.

      SECTION 11.  Compensation.  The Board may authorize Directors'  fees,
                   ------------
and any such payments shall not preclude any Director from serving the
corporation in another capacity and receiving compensation therefor.

      SECTION 12.  Presumption of Assent.  A Director of the corporation who
                   ---------------------
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with
one person acting as the secretary of the meeting before the adjournment of
the meeting.  Such right to dissent shall not apply to a Director who voted
in favor of such action.

      SECTION 13.  Meetings by Conference Telephone.  Members of the Board of
                   --------------------------------
Directors or of any committee designated thereby may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.

      SECTION 14.  Action Without Meetings.  Any action required to be taken
                   -----------------------
at a meeting of Directors, or any action which may be taken at a meeting of
Directors or of a committee of Directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the Directors or all of the members of the committee of Directors, as the
case may be.  Such consent shall have the same force and effect as a
unanimous vote.
<PAGE>
      SECTION 15.  Representatives and Agents.  The Board of Directors may
                   --------------------------
appoint such representatives and agents of the corporation as it may deem
desirable.  Such representatives and agents shall have such titles, powers
and duties, which may be limited to particular territories or places, and
shall serve for such terms as shall be determined by the Board of Directors. 
If no term shall have been specified in the appointment of any representative
or agent, he shall serve during the pleasure of the Board.  The Board of
Directors, by specific resolution, may authorize one or more of the officers
of the corporation to execute powers of attorney delegating to named
representatives or agents designated corporate powers, either with or without
power of substitution. 

      SECTION 16.  Committees.  The Board of Directors, by resolution adopted
                   ----------
by a majority of the Directors in office, may designate one or more
committees each of which shall consist of two or more Directors, which
committees, to the extent provided in such resolution, shall have and
exercise the authority of the Board of Directors except to approve an
amendment of the Articles of Incorporation, a plan or merger or
consolidation, a sale, lease, exchange, mortgage, pledge or other disposition
of all, or substantially all, the property and assets of the corporation, the
voluntary dissolution of the corporation, or revocation of voluntary
dissolution proceedings.  Other committees with limited authority may be
designated by a resolution adopted by a majority of the Directors present at
a meeting at which a quorum is present.

                           ARTICLE IV.  OFFICERS
                           ---------------------

      SECTION 1.  Number.  The officers of the corporation shall be a
                  ------
President, such Vice Presidents as may be determined by the Board of
Directors, a Treasurer and a Secretary, each of whom shall be elected by the
Board of Directors.  Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors.  Any
two or more officers may be held by the same person.

      SECTION 2.  Election and Term of Office.  The officers of the
                  ---------------------------
corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual regular meeting of the shareholders, or as
soon thereafter as conveniently may be.  Each officer shall hold office for a
term of one year or until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.

      SECTION 3.  Removal.  Any officer or agent elected or appointed by the
                  -------
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the recovery of damages for breach
of the contract rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not of itself create contract
rights.

      SECTION 4.  Vacancies.  A vacancy in any office because of death,
                  ---------
resignation, removal, disqualification or otherwise may be filled by the
Board of Directors for the unexpired portion of the term.
<PAGE>
      SECTION 5.  President.  The President shall be a director of the
                  ---------
corporation, shall be the chief executive officer of the corporation, and,
subject to the control of the Board of Directors, shall in general supervise
and control all of the business and affairs of the corporation.  He may sign
deeds, mortgages, bonds, contracts, or other instruments, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed,
and in general shall perform all duties incident to the office of president
and such other duties as may be prescribed by the Board of Directors from
time to time.

      SECTION 6.  Vice President.  In the absence of the President, or in the
                  --------------
event of his death, inability or refusal of act, the Vice President, or if
there is more than one Vice President, then any Vice President, shall perform
the duties of the President, unless a particular Vice President shall have
been designated by the Board of Directors for that purpose, and when the Vice
President is so acting he shall have all the powers of and be subject to all
the restrictions upon the President.  The Vice President shall perform such
other duties as from time to time may be assigned to him by the President or
by the Board of Directors.

      SECTION 7.  Secretary.  The Secretary shall:  (a) see that all notices
                  ---------
are duly given in accordance with the provisions of these by-laws or as
required by law; (b) be custodian of the corporate records and of the seal of
the corporation if there shall be a seal and see that the seal of the
corporation is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized; and (c) in general,
perform all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of Directors.  In
the absence of the Secretary, or in the event of his death, inability or
refusal to act, the Assistant Secretary, or if there is more than one
Assistant Secretary, then any Assistant Secretary, shall perform the duties
of the Secretary, unless a particular Assistant Secretary shall have been
designated by the Board of Directors for that purpose.

      SECTION 8.  Treasurer.  If required by the Board of Directors, the
                  ---------
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall
determine.  He shall:  (a) have charge and custody of and be responsible for
all funds and securities of the corporation; receive and give receipts for
monies due and payable to the corporation from any source whatsoever and
deposit all such monies in the name of the corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Article V of these by-laws; and (b) in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.

      SECTION 9.  Salaries.  The salaries of the officers shall be fixed from
                  --------
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
<PAGE>
      SECTION 10.  Voting Upon Stocks.  Unless otherwise ordered by the Board
                   ------------------
of Directors, the President shall have full power and authority on behalf of
the corporation to attend and to act and to vote, or in the name of the
corporation to execute proxies to vote, at any meeting of shareholders of any
corporation in which the corporation may hold stock, and at any such meeting
shall possess and may exercise, in person or by proxy, any and all rights,
powers and privileges incident to the ownership of such stock.  The Board of
Directors may by resolution from time to time confer like powers upon any
other person or persons.

      SECTION 11.  Bonds of Officers.  All officers of the corporation, if
                   -----------------
required to do so by the Board of Directors, shall furnish bonds to the
corporation for the faithful performance of their duties, in such penalties
and with such conditions and security as the Board of Directors shall
require; and, in such case, a new bond of like character shall be given at
least every six years, so that the date of the new bond shall not be more
than six years after the date of bond immediately preceding.

             ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS
             -------------------------------------------------

      SECTION 1.  Contracts.  The Board of Directors may authorize any
                  ---------
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.

      SECTION 2.  Checks, Drafts, etc.  All checks, drafts or other orders
                  -------------------
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation shall be signed by such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.


      SECTION 3.  Deposits.  All funds of the corporation not otherwise
                  --------
employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositaries as the Board
of Directors may select.

          ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER
          -------------------------------------------------------

      SECTION 1.  Certificates for Shares.  Certificates representing shares
                  -----------------------
of the corporation shall be in such form as shall be determined by the Board
of Directors.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.  Such
certificates shall be signed by the President and by the Secretary or by such
other persons authorized by law and by the Board of Directors so to do.  If
such certificates are countersigned by a transfer agent other than the
corporation or its employee or by a registrar other than the corporation or
its employee, any other signature on the certificate may be facsimile.  In
case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
<PAGE>
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

      SECTION 2.  Transfer of Shares.  Transfer of shares of the corporation
                  ------------------
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed, and on surrender for
cancellation of the certificate for such shares.  The person in whose name
shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.  All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors
may prescribe.

      The Board of Directors, subject to the provisions of the Articles of
Incorporation and these by-laws, may make all such rules, regulations and
conditions as they may deem expedient concerning the subscription for, issue,
transfer and registration of, shares of stock.

      The Board of Directors may appoint one or more transfer agents and/or
registrars of transfers, and may require all stock certificates to bear the
signatures of one of the transfer agents or of one of the registrars of
transfers so appointed, or of both.

                         ARTICLE VII.  FISCAL YEAR
                         -------------------------

      The fiscal year of the corporation shall be the period ending March 31
of each year, unless changed by appropriate resolution of the Board of
Directors.

                         ARTICLE VIII.  DIVIDENDS
                         ------------------------

      The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.

                             ARTICLE IX.  SEAL
                             -----------------

      The Board of Directors may authorize the use of a corporate seal but
failure to use the seal shall not affect the validity of any instrument.  The
use of a facsimile of the seal of the affixing of a scroll by way of a seal
or the execution of a document containing the words importing a sealed
document shall be the same force as if actually sealed by physically affixing
an impression of a seal.
<PAGE>
                       ARTICLE X.  BOOKS AND RECORDS
                       -----------------------------

      The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its Board of Directors
and committees having any of the authority of the Board of Directors.  All
books and records of the corporation shall be inspected as permitted by law. 
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.

                          ARTICLE XI.  AMENDMENTS
                          -----------------------

      These by-laws may be altered, amended or repealed by the affirmative
vote of all of the Board of Directors then in office at any regular meeting
of the Board, or by a majority of the Board of Directors at any regular or
special meeting of the Board if notice of the proposed amendment shall have
been given.

Effective:       April 6, 1998