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EXHIBIT 13-2:   By-Laws
-----------------------


                         AMERICAN UTILICRAFT CORPORATION

                                     BY-LAWS





                                    ARTICLE I

OFFICES
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SECTION 1.01. REGISTERED OFFICE The registered office of American Utilicraft
Corporation (hereinafter referred to as the "Corporation") shall be in the City
of Wilmington, County of New Castle, State of Delaware.

SECTION 1.02. ADDITIONAL OFFICES The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.



                                   ARTICLE II

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

SECTION 2.01. TIME AND PLACE All meetings of stockholders for the election of
directors shall be held at such time and place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver
of notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place either within or without the State of Delaware as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice of the meeting.

SECTION 2.02. ANNUAL MEETING Annual meetings of stockholders shall be held for
the purpose of electing a Board of Directors and transacting such other business
as may properly be brought before the meeting.

SECTION 2.03. NOTICE OF ANNUAL MEETING Written notice of the annual meeting,
stating the place, date and time of such annual meeting, shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) (unless a
longer period is required by law) nor more than fifty (50) days prior to the
meeting.

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SECTION 2.04. SPECIAL MEETING Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if
any, or, if the Chairman is not present (or, if there is none), by the President
and shall be called by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing of the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote at such meeting. Such request shall
state the purpose or purposes of the proposed meeting. The person calling such
meeting shall cause notice of the meeting to be given in accordance with the
provisions of Section 2.05 of this Article I and of Article V.

SECTION 2.05. NOTICE OF SPECIAL MEETING Written notice of a special meeting,
stating the place, date and time of such special meeting and the purpose or
purposes for which the meeting is called, shall be delivered either personally
or mailed to his last address to each stockholder not less than ten (10) (unless
a longer period is required by law) nor more than fifty (50) days prior to the
meeting.

SECTION 2.06. LIST OF STOCKHOLDERS The Officer in charge of the stock ledger of
the Corporation or the transfer agent shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city where the meeting is to be held. Such place, if other than the place of the
meeting, shall be specified in the notice of the meeting. The list shall also be
produced and kept at the time and place of the meeting during the whole time of
the meeting and may be inspected by any stockholder who is present.

SECTION 2.07. PRESIDING OFFICER Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or if the Chairman is not present (or if
there is none), by the President, or, if the President is not present, by a Vice
President, or, if a Vice President is not present, by such person who may have
been chosen by the Board of Directors, or, if none of such persons is present,
by a Chairman to be chosen by the stockholders owning a majority of the shares
of capital stock of the Corporation issued and outstanding and entitled to vote


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at the meeting and who are present in person or represented by proxy. The
Secretary of the Corporation, or, if the Secretary is not present, an Assistant
Secretary, or, if an Assistant Secretary is not present, such person as may be
chosen by the Board of Directors, shall act as secretary of meetings of
stockholders, or, if none of such persons is present, the stockholders owning a
majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy shall choose any person present to act as secretary of the
meeting.

SECTION 2.08. QUORUM AND ADJOURNMENTS The holders of a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote at
stockholders meetings, present in person or represented by proxy, shall be
necessary to, and shall constitute a quorum for, the transaction of business at
all meetings of the stockholders, except as otherwise provided by statute or by
the Certificate of Incorporation. The stockholders present in person or
represented by proxy at a duly organized meeting may continue to do business
until final adjournment of such meeting whether on the same day or on a later
day, notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. If a meeting cannot be organized because a quorum has not attended,
those present in person or represented by proxy may adjourn the meeting from
time to time, until a quorum shall be present or represented. Notice of the
adjourned meeting need not be given if the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken. Even if
a quorum shall be present or represented at any meeting of the stockholders, the
stockholders entitled to vote at such meeting, present in person or represented
by proxy, may adjourn the meeting from time to time without notice of the
adjourned meeting if the time and place of the adjourned meeting are announced
at the meeting at which the adjournment is taken, until a date which is not more
than thirty (30) days after the date of the original meeting. At any adjourned


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meeting at which a quorum is present in person or represented by proxy any
business may be transacted which might have been transacted at the meeting as
originally called. If the adjournment is for more than thirty (30) 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 such meeting.

SECTION 2.09. VOTING

(a) At any meeting of stockholders, every stockholder having the right to vote
shall be entitled to vote in person or by proxy, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period. Except as otherwise provided by law or the
Certificate of Incorporation, each stockholder of record shall be entitled to
one (1) vote for each share of capital stock registered in his name on the books
of the Corporation.

(b) At a meeting at which a quorum is present, all elections of directors shall
be determined by a plurality vote, and, except as otherwise provided by law or
the Certificate of Incorporation, all other matters shall be determined by a
vote of a majority of the shares present in person or represented by proxy and
voting on such other matters.

SECTION 2.10. CONSENT Unless otherwise provided in the Certificate of
Incorporation, any action required or permitted by law or the Certificate of
Incorporation to be taken at any meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a written
consent, 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 on such action were present or represented by proxy and voted.
Such written consent shall be filed with the minutes of meetings of
stockholders. 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 so consented in writing.





                                   ARTICLE III

DIRECTORS

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SECTION 3.01. NUMBER AND TENURE There shall be such number of Directors, not
less than one (1), as shall from time to time be fixed by the stockholders at
the annual meeting or at any special meeting called for such purpose. The
Director shall be elected at the annual meeting of the stockholders, except for
initial directors named in the Certificate of Incorporation or elected by the
incorporator, and except as provided in Section 3.02 of this Article, and each
Director elected shall hold office until his successor is elected and shall
qualify. Directors need not be stockholders.

SECTION 3.02 VACANCIES If any vacancies occur in the Board of Directors, or if
any new Directorships are created, they shall be filled by a majority of the
Directors then in office, though less than a quorum, or by a sole remaining
Director. Each Director so chosen shall hold office until the next annual
election of Directors and until his successor is duly elected and shall qualify.
If there are no Directors in office, any Officer or stockholder may call a
special meeting of stockholders in accordance with the provisions of the
Certificate of Incorporation or these By-laws, at which meeting such vacancies
shall be filled.

SECTION 3.03. RESIGNATION Any director may resign at any time by giving written
notice to the Chairman of the Board, the President or the Secretary of the
Corporation, or, in the absence of all of the foregoing, by notice to any other
director or officer of the Corporation. Unless otherwise specified in such
written notice, a resignation shall take effect upon delivery to the designated
director or officer. It shall not be necessary for a resignation to be accepted
before it becomes effective.

SECTION 3.04. PLACE OF MEETINGS The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware.

SECTION 3.05. ANNUAL MEETING Unless otherwise agreed by the newly elected
Directors, the annual meeting of each newly elected Board of Directors shall be
held immediately following the annual meeting of stockholders, and no notice of
such meeting to either incumbent or newly elected Directors shall be necessary.

SECTION 3.06. REGULAR MEETINGS Regular meetings of the Board of Directors may be
held without notice, at such time and place as may from time to time be
determined by the Board of Directors.

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SECTION 3.07. SPECIAL MEETINGS Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on two (2) days' notice to
each Director, if such notice is delivered personally or sent by telegram, or on
five (5) days' notice if sent by mail. Special meetings shall be called by the
Chairman of the Board or the President in like manner and on like notice on the
written request of one--half or more of the number of Directors then in office.
The purpose of a special meeting of the Board of Directors need not be stated in
the notice of such meeting.

SECTION 3.08. QUORUM AND ADJOURNMENTS Unless otherwise provided by the
Certificate of Incorporation, at all meetings of the Board of Directors,
one--half of the total number of Directors shall constitute a quorum for the
transaction of business; provided, however, that when the board consists of one
(1) Director, then one (1) Director shall constitute a quorum. If a quorum is
not present at any meeting of the Board of Directors, the Directors present may
adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

SECTION 3.09. PRESIDING OFFICER Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or if the Chairman is not
present (or if there is none), by the President, or, if the President is not
present, by such person as the board may appoint for the purpose of presiding at
the meeting from which the President is absent.

SECTION 3.10. ACTION BY CONSENT Unless otherwise restricted by the Certificate
of Incorporation or these By--laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the board or 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. Such consent shall have
the same force and effect as the unanimous vote of the Board of Directors.

SECTION 3.11. TELEPHONE MEETINGS Members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any 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 such participation in a meeting shall
constitute presence in person at the meeting.

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                                   ARTICLE IV

COMMITTEES
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SECTION 4.01. COMMITTEES OF DIRECTORS The Board of Directors may, by resolution
passed by a majority of the whole board, designate one (1) or more committees,
each committee to consist of one (1) or more Directors of the Corporation. The
Board of Directors may designate one (1) or more persons who are not Directors
as additional members of any committee, but such persons shall be non--voting
members of such committee. The Board of Directors may designate one (1) or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members of the
committee present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
power or authority to amend the Certificate of Incorporation, adopt an agreement
of merger or consolidation, recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution, elect or remove Officers or Directors, or amend the By--laws
of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly sc provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

SECTION 4.02. MINUTES OF COMMITTEE MEETINGS Unless otherwise provided in the
resolution of the Board of Directors establishing such committee, each committee
shall keep minutes of action taken by it and file the same with the Secretary of
the Corporation.

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SECTION 4.03. QUORUM A majority of the number of Directors constituting any
committee shall constitute a quorum for the transaction of business, and the
affirmative vote of such Directors present at the meeting shall be required for
an action of the committee; provided, however, that, when a committee of one (1)
member is authorized under the provisions of Section 4.01 of this Article, such
one (1) member shall constitute a quorum.

SECTION 4.04. VACANCIES. Changes, and Discharge The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of,
and to discharge any committee.

SECTION 4.05. COMPENSATION The Board of Directors, by the affirmative vote of a
majority of the Directors then in office and irrespective of the personal
interest of any director, shall have authority to establish reasonable
compensation for committee members for their services as such and may, in
addition, authorize reimbursement of any reasonable expenses incurred by
committee members in connection with their duties.



                                    ARTICLE V

NOTICES
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SECTION 5.01. FORM AND DELIVERY.

(a) Whenever, under the provisions of law, the Certificate of Incorporation or
these By--laws, notice is required to be given to any stockholder, it shall not
be construed to mean personal notice unless otherwise specifically provided, but
such notice may be given in writing, by mail, telecopy, telegram or messenger
addressed to such stockholder, at his address as it appears on the records of
the Corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United State mail, with postage prepaid.

(b) Whenever, under the provisions of law, the Certificate of Incorporation, or
these By--laws, notice is required to be given to any director, it shall not be
construed to mean personal notice unless otherwise specifically provided, but
such notice may be given in writing, by mail, telecopy, telegram or messenger
addressed to such director at the usual place of residence or business of such


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director as in the discretion of the person giving such notice will be likely to
be received most expeditiously by such director. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, with postage
prepaid. Notice to a director may also be given personally or be sent to such
address.

SECTION 5.02. WAIVER Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation or these By--laws, a written
waiver of notice, signed by the person or persons entitled to said notice,
whether before or after the time for the meeting stated in such notice, shall be
deemed equivalent to such notice.



                                   ARTICLE VI

OFFICERS
--------

SECTION 6.01. DESIGNATIONS. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President and a Secretary. The Board of
Directors may also choose a Chairman of the Board, one (1) or more Vice
Presidents, a Treasurer, one (1) or more Assistant Secretaries and one (1) or
more Assistant Treasurers and other officers and agents as it shall deem
necessary or appropriate. Any officer of the Corporation shall have the
authority to affix the seal of the Corporation and to attest the affixing of the
seal by such officer's signature. All officers and agents of the Corporation
shall exercise such powers and perform such duties as shall from time to time be
determined by the Board of Directors.

SECTION 6.02. TERM OF OFFICE AND REMOVAL The Board of Directors at its annual
meeting after each annual meeting of stockholders or at a meeting called for
that purpose shall choose officers and agents, if any, in accordance with the
provisions of Section 6.01. Each officer of the Corporation shall hold office
until his successor is elected and shall qualify. Any officer or agent elected
or appointed by the Board of Directors may be removed, with or without cause, at
any time by the affirmative vote of a majority of the Directors then in office.
Any vacancy occurring in any office of the Corporation may be filled for the
unexpired portion of the term by the Board of Directors.

SECTION 6.03. COMPENSATION The salaries of all officers and agents, if any, of
the Corporation shall be fixed from time to time by the Board of Directors, and
no officer or agent shall be prevented from receiving such salary by reason of
the fact that he is also a director of the Corporation.

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SECTION 6.04. THE CHAIRMAN OF THE BOARD AND THE PRESIDENT The Chairman of the
Board shall be the chief executive officer of the Corporation. If there is no
Chairman of the Board, the President shall be the chief executive officer of the
Corporation. The duties of the Chairman of the Board, and of the President at
the direction of the Chairman of the Board, shall be the following:

(i) Subject to the direction of the Board of Directors, to have general charge
of the business, affairs and property of the Corporation and general supervision
over its other officers and agents and, in general, to perform all duties
incident of the office of Chairman of the Board (or President, as the case may
be) and to see that all orders and resolutions of the Board of Directors are
carried into effect.

(ii) Unless otherwise prescribed by the Board of Directors, to have full power
and authority on behalf of the Corporation to attend, act and vote at any
meeting of security holders of other Corporations in which the Corporation may
hold securities. At such meeting the Chairman of the Board (or the President, as
the case may be) shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation might have
possessed and exercised if it had been present. The Board of Directors may from
time to time confer like powers upon any other person or persons.

(iii) To preside over meetings of the stockholders and of the Board of
Directors, to call special meetings of stockholders, to be an ex--officio member
of all committees of the board, and to have such other duties as may from time
to time be prescribed by the Board of Directors.

SECTION 6.05. THE VICE PRESIDENT The Vice President, if any (or in the event
there be more than one (1), the Vice Presidents in the order designated, or in
the absence of any designation, in the order of their election), shall, in the
absence of the President or in the event of the Presidents inability or refusal
to act, perform the duties and exercise the powers of the President and shall
generally assist the President and perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

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SECTION 6.06. THE SECRETARY The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for any committees of the Board of Directors, if requested
by such committee. The Secretary shall give, or cause to be given, notice of all
meetings of stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may from time to time be prescribed by the
Board of Directors or the President, under whose supervision the Secretary shall
act. The Secretary shall have custody of the seal of the Corporation, and the
Secretary, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and, when so affixed, the seal may be attested by
the Secretary's signature or by the signature of such Assistant Secretary.

SECTION 6.07. THE ASSISTANT SECRETARY The Assistant Secretary, if any (or in the
event there be more than one (1), the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

SECTION 6.08. THE TREASURER The Treasurer, if any, shall have the custody of the
corporate funds and other valuable effects, including securities, and shall keep
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may from time
to time be designated by the Board of Directors. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and
the Board of Directors, at regular meetings of the board, or whenever they may
require it, an account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.

SECTION 6.09. THE ASSISTANT TREASURER The Assistant Treasurer, if any (or in the
event there be more than one (1), the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.


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SECTION 6.10. CHAIRMAN OF THE BOARD If a Chairman of the Board shall be elected
by the Board of Directors, the Chairman of the Board shall preside over meetings
of the stockholders and of the Board of Directors, shall call special meetings
of stockholders, shall be an ex-officer member of all committees of the board,
and shall have such duties as may from time to time be prescribed by the Board
of Directors or the President. In the absence of a Chairman of the Board, the
above described duties shall be carried out by the President.

SECTION 6.11. TRANSFER OF AUTHORITY In case of the absence of any officer or for
any other reason that the Board of Directors deems sufficient, the Board of
Directors may transfer the powers or duties of that officer to any other officer
or to any director or employee of the Corporation, provided a majority of the
full Board of Directors concurs.



                                   ARTICLE VII

STOCK CERTIFICATES
------------------

SECTION 7.01. FORM AND SIGNATURES Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by or in the name of the Corporation,
by the Chairman of the Board, the President or a Vice President and the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Corporation, certifying the number and class (and series, if any) of shares
owned by him, and bearing the seal of the Corporation. Such seal and any or all
of the signatures on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

SECTION 7.02. REGISTRATION OF TRANSFER Upon surrender to the Corporation or any
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or its transfer agent to issue
a new certificate to the person entitled thereto, to cancel the old certificate
and to record the transaction upon its books.

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SECTION 7.03. REGISTERED STOCKHOLDERS Except as otherwise provided by law, the
Corporation shall be entitled tc recognize the exclusive right of a person who
is registered on its books as the owner of shares of its capital stock to
receive dividends or other distributions, to vote as such owner, and to hold
liable for calls and assessments a person who is registered on its books as the
owner of shares of its capital stock. The Corporation shall not be bound to
recognize any equitable, legal, or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

SECTION 7.04. ISSUANCE OF CERTIFICATE No certificate shall be issued for any
share until consideration for such share in the form of cash, services rendered,
personal or real property, leases of real property or a combination thereof in
an amount not less than the par value or stated capital of such share has been
received by the Corporation and (ii) the Corporation has received a binding
obligation of the subscriber or purchaser to pay the balance of the subscription
or purchase price.

SectioN 7.05. LOST. STOLEN OR DESTROYED CERTIFICATES The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen, or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require, and to give the Corporation a bond in such sum,
or other security in such form as it may direct, as indemnity against any claim
that may be made against the Corporation on account of the alleged loss, theft
or destruction of any such certificate or the issuance of such new certificate.



                                  ARTICLE VIII

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

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SECTION 8.01. DIRECTORS. OFFICERS, EMPLOYEES OR AGENTS

(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding,
except in such cases as involve gross negligence or willful misconduct.

(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the Corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

(c) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

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                                   ARTICLE IX

GENERAL PROVISIONS
------------------

SECTION 9.01. FISCAL YEAR The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.

SECTION 9.02. SEAL The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its incorporation and the words "Corporate Seal"
and "Delaware." The seal or any facsimile thereof may be, but need not be,
unless required by law, impressed or affixed to any instrument executed by an
officer of the Corporation.


                                    ARTICLE X

AMENDMENTS
----------

SECTION 10.01. AMENDMENTS These By-laws may be altered, amended or repealed or
new By--laws may be adopted by the stockholders or by the Board of Directors, to
the extent that such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such proposed alteration, amendment, repeal or
adoption of new By--laws be contained in the notice of such special meeting.


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