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                                                                     EXHIBIT 4.5


                                VERITAS DGC INC.
                            (A DELAWARE CORPORATION)


                                   B Y L A W S
              (Including All Amendments Through September 23, 2003)



                                    ARTICLE I
                                     OFFICES

         SECTION 1.1 PRINCIPAL OFFICE. The principal office of the Corporation
shall be in the City of Houston, Texas.

         SECTION 1.2 REGISTERED OFFICE. The registered office of the Corporation
required to be maintained in the State of Delaware by the General Corporation
Laws of the State of Delaware, may be, but need not be, the same as its place of
business, and the location of the registered office in the State of Delaware may
be changed to any other place in the State of Delaware from time to time by
resolution of the Board of Directors.

         SECTION 1.3 OTHER 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 the business of the Corporation may
require.


                                   ARTICLE II
                             STOCKHOLDER'S MEETINGS

         SECTION 2.1 ANNUAL MEETING. The annual meeting of the holders of shares
of each class or series of stock as are entitled to notice thereof and to vote
thereat pursuant to applicable law and the Certificate of Incorporation for the
purpose of electing directors and transacting such

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other proper business as may come before it shall be held in each year at such
time, on such day and at such place, within or without the State of Delaware, as
may be designated by the Board of Directors.

         SECTION 2.2 SPECIAL MEETINGS. In addition to such special meetings as
are provided by law or the Certificate of Incorporation, special meetings of the
holders of any class or series or of all classes or series of the Corporation's
stock (the "Stockholders") for any purpose or purposes may be called at any time
by a majority of the entire Board of Directors and may be held on such day, at
such time and at such place, within or without the State of Delaware, as shall
be designated by the Board of Directors.

         SECTION 2.3 NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Except as
otherwise provided by law, written notice of any meeting of Stockholders shall
be given either by personal delivery or by mail to each Stockholder of record
entitled to vote thereat. Notice of each meeting shall be in such form as is
approved by the Board of Directors and shall state the date, place and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Except as otherwise provided by law, the business
that may be transacted at any such special meeting shall be limited to and
consist of the purpose or purposes stated in such notice. Unless otherwise
provided by law, such written notice shall be given not less than ten (10) or
more than sixty (60) days before the date of the meeting.

         Except when a Stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting is not lawfully called or convened, presence in
person or by proxy of a Stockholder shall constitute a waiver of notice of such
meeting. Further, a written waiver of any notice required by law or by these
Bylaws, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.


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          If a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken; provided, however, that 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 the
meeting.

         SECTION 2.4 VOTING LISTS. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten (10)
days before each meeting of the Stockholders, a complete list of Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of each and the number of shares held by
each. For a period of at least ten (10) days prior to such meeting, such list
shall be kept on file either (i) at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
such place is not specified, (ii) at the place where the meeting is to be held.

         Such list shall be subject to inspection by the Stockholders, for any
purpose germane to the meeting, at any time during ordinary business hours
during the ten (10) day period prior to the meeting. 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 for the duration of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
Stockholders entitled to examine such list or transfer books or to vote at any
meeting of Stockholders.


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         SECTION 2.5 QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the shares of the
Corporation's stock issued and outstanding and entitled to vote at a meeting,
present in person or represented by proxy, without regard to class or series,
shall constitute a quorum at all meetings of the Stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the holders of a majority of
such shares of stock, present in person or represented by proxy, may adjourn any
meeting from time to time without notice other than announcement at the meeting,
except as otherwise required by these Bylaws, until a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.

         SECTION 2.6 ORGANIZATION. Meetings of the Stockholders shall be
presided over by the Chairman of the Board of Directors, if one shall be
elected, or in his absence, by the Vice-Chairman, if one shall be elected, the
Chief Executive Officer, the President or by any Vice President, or, in the
absence of any of such officers, by a chairman to be chosen by a majority of the
Stockholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary, or, in his absence, any Assistant Secretary or any person
appointed by the individual presiding over the meeting, shall act as secretary
at meetings of the Stockholders.

         SECTION 2.7 VOTING. Each Stockholder of record, as determined pursuant
to Section 2.8 hereof, who is entitled to vote in accordance with the terms of
the Certificate of Incorporation and in accordance with the provisions of these
Bylaws, shall be entitled to one vote, in person or by proxy, for each share of
stock registered in his name on the books of the Corporation.

         Every Stockholder entitled to vote at any Stockholder's meeting or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons


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to act for him by proxy duly appointed by instrument in writing subscribed by
such Stockholder and executed not more than three (3) years prior to the
meeting, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only so
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A Stockholder's attendance at any meeting, when such
Stockholder who may have theretofore given a proxy, shall not have the effect of
revoking such proxy unless such Stockholder shall in writing so notify the
Secretary of the meeting prior to the voting of the proxy.

         Unless otherwise provided by law, no vote on the election of directors
or any question brought before the meeting need be by written ballot unless (i)
the chairman of the meeting shall determine that it shall be by written ballot
or (ii) the holders of a majority of the shares of stock present in person or by
proxy and entitled to participate in such vote shall so demand. In a vote by
ballot, each ballot shall state the number of shares voted and the name of the
Stockholder or proxy voting. Except as otherwise provided by law, by the
Certificate of Incorporation or these Bylaws, all elections of directors and all
other matters before the Stockholders shall be decided by the vote of the
holders of a majority of the shares of stock present in person or by proxy at
the meeting and entitled to vote in the election or on the question. In the
election of directors, votes may not be cumulated.

         SECTION 2.8 STOCKHOLDER ENTITLED TO VOTE. The Board of Directors may
fix a date not more than sixty (60) days nor less than ten (10) days prior to
the date of any meeting of Stockholders, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board of
Directors, or, in the case of corporate action by written consent in accordance
with the terms of Section 2.11 hereof, not more than sixty (60) days prior


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to such action, as a record date for the determination of the Stockholders
entitled to notice of and to vote at such meeting and any adjournment thereof,
or to act by written consent, and in such case such Stockholders and only such
Stockholders as shall be Stockholders of record on the date so fixed shall be
entitled to notice of and to vote at, such meeting and any adjournment thereof,
or to act by written consent, as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after such record date fixed as
aforesaid.

         SECTION 2.9 ORDER OF BUSINESS. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote without regard to class
or series at the meeting.

         SECTION 2.10 INSPECTOR OF ELECTIONS.

              (a) In the event that the Corporation has a class of voting stock
that is (i) listed on a national securities exchange, (ii) authorized for
quotation on an interdealer quotation system of a registered national securities
association, or (iii) held of record by more than 2,000 Stockholders, then the
Board of Directors shall, in advance of any meeting of Stockholders, appoint one
(1) or more inspectors to act at the meeting and make a written report thereof
in accordance with Section 231 of the Delaware General Corporation Law ("DGCL").
If no inspector or alternate is able to act at a meeting of Stockholders, the
chairman of the meeting shall appoint one (1) or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.


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              (b) The inspectors shall (i) ascertain the number of shares
outstanding and the voting powers of each; (ii) determine the shares represented
at a meeting and the validity of proxies and ballots; (iii) count all votes and
ballots; (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors; and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

              (c) The date and time of the opening and the closing of the polls
for each matter upon which the Stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxy or vote, nor any revocation thereof
or changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the Court of Chancery, upon application by a Stockholder, shall
determine otherwise.

              (d) In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 212(c) of the DGCL, ballots and the regular books and records of
the Corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the Stockholder holds of record. If the
inspectors consider other reliable information for the limited purpose permitted
herein, the inspectors at the time they make their certification pursuant to
Section 2.10(b) hereof shall specify the precise information considered by them
including the person or persons from whom they obtained the information, when
the information was obtained, the means by which the information was obtained
and the basis for the inspectors' belief that such information is accurate and
reliable.


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         SECTION 2.11 ACTION BY WRITTEN CONSENT. Unless otherwise provided by
law or the Certificate of Incorporation, any action required or permitted to be
taken by the Stockholders of the Corporation may be taken without prior notice
and an actual meeting if a consent in writing setting forth the action so taken
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Except as provided above, no action shall be taken by the Stockholders by
written consent. Prompt notice of the taking of any corporate action without a
meeting by less than unanimous written consent shall be given to those
Stockholders who have not consented in writing.

         SECTION 2.12 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

              (a) Annual Meetings of Stockholders.

                   (i) Subject to Section 3.4 of these Bylaws, nominations of
persons for election to the Board of Directors and the proposal of business to
be considered by the Stockholders may be made at an annual meeting of
Stockholders (1) pursuant to the Corporation's notice of such meeting delivered
pursuant to Section 2.3 of these Bylaws, (2) by or at the direction of the Board
of Directors, or (3) by any Stockholder of the Corporation who is entitled to
vote at the meeting, who has complied with the notice procedures set forth in
clauses (ii) and (iii) of paragraph (a) of this Section 2.12, and who was a
Stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.

                   (ii) For nominations or other business to be properly brought
before an annual meeting by a Stockholder pursuant to clause (3) of paragraph
(a)(i) of this Section 2.12, (1) the Stockholder must have given timely notice
thereof in writing to the Secretary of the


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Corporation and (2) such business must be a proper matter for Stockholder action
under the DGCL. To be timely, a Stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than
ninety (90) or more than one hundred and twenty (120) days prior to the first
anniversary (the "Anniversary") of the date on which the Corporation held the
preceding year's annual meeting of Stockholders; provided, however, that in the
event that the date of the annual meeting is advanced more than thirty (30) days
prior to or delayed by more than thirty (30) days after the Anniversary, notice
by the Stockholder to be timely must be so delivered not later than the close of
business on the later of (x) the ninetieth day prior to such annual meeting or
(y) the tenth day following the day on which public announcement of the date of
such meeting is first made. Such Stockholder's notice shall set forth: (A) as to
each person whom the Stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (B) as to any other business that the Stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting, any material interest in such business of such Stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, and a
representation that the Stockholder will appear in person or by proxy at the
meeting to present the proposal; and (C) as to the Stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such Stockholder, as they appear on the
Corporation's books, and of such beneficial owner, and


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(ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such Stockholder and such beneficial owner.

                   (iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 2.12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least one hundred (100) days prior to the Anniversary, a Stockholder's notice
required by this Section 2.12 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.


              (b) Special Meeting of Stockholders. Only such business shall be
conducted at a special meeting of Stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.3 of these Bylaws. Subject to Section 3.4 of these Bylaws, nominations of
persons for election to the Board of Directors may be made at a special meeting
of Stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors, or (2) by any Stockholder of the Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this
Section 2.12, and who is a Stockholder of record at the time such notice is
delivered to the Secretary of the Corporation. Nominations by Stockholders of
persons for election to the Board of Directors may be made at such a special
meeting of Stockholders if the Stockholder's notice as required by paragraph
(a)(ii) of this Section 2.12 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier


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than the ninetieth day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior to such special
meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting or of the nominees proposed by the Board
of Directors to be elected at such meeting.

              (c) General.

                   (i) Only persons who are nominated in accordance with the
procedures set forth in this Section 2.12 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of Stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.12. Except as otherwise provided herein or required
by law, the chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Section 2.12 and,
if any proposed nomination or business is not in compliance with this Section
2.12, to declare that such defective proposal or nomination shall be
disregarded.

                   (ii) For purposes of this Section 2.12, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                   (iii) Notwithstanding the foregoing provisions of this
Section 2.12, a Stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 2.12. Nothing in this Section 2.12 shall be
deemed to amend, modify or waive the requirements a


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Stockholder must satisfy to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.


                                   ARTICLE III
                                    DIRECTORS

         SECTION 3.1 MANAGEMENT. The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all powers of the Corporation and do all lawful acts and
things as are not by law, by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the Stockholders.

         SECTION 3.2 NUMBER AND TERM. The number of directors may be fixed from
time to time by resolution of the Board of Directors adopted by the affirmative
vote of a majority of the members of the entire Board of Directors, but shall
consist of not less than three (3) nor more than ten (10) members who shall be
elected annually by the Stockholders except as provided in Section 3.4 hereof.
Directors need not be Stockholders. No decrease in the number of directors shall
have the effect of shortening the term of office of any incumbent director.

         SECTION 3.3 QUORUM AND MANNER OF ACTION. At all meetings of the Board
of Directors a majority of the total number of directors holding office shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
law, by the Certificate of Incorporation or these Bylaws. If at any meeting of
the Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at such adjourned meeting. Attendance by 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, at the beginning of the


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meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

         SECTION 3.4 VACANCIES. Except as otherwise provided by law or the
Certificate of Incorporation, in the case of any increase in the authorized
number of directors or of any vacancy in the Board of Directors, however
created, the additional director or directors may be elected by the
Stockholders, or, as the case may be, the vacancy or vacancies may be filled by
majority vote of the directors remaining on the whole Board of Directors
although less than a quorum, or by a sole remaining director. In the event one
or more directors shall resign, such vacancy or vacancies shall be filled by a
majority of the remaining directors. Any director elected or chosen as provided
herein shall serve until the sooner of (i) the expiration of the unexpired term
of the directorship to which he is appointed; (ii) the election and
qualification of his successor; or (iii) his resignation or removal.

         SECTION 3.5 RESIGNATIONS. A director may resign at any time upon
written notice of resignation to the Corporation. Any resignation shall be
effective upon receipt by the Corporation, regardless of whether any other
effective date is specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.6 REMOVALS. Any director or the entire Board of Directors may
be removed, with or without cause, and another person or persons may be elected
to serve for the remainder of his or their term by the holders of a majority of
the shares of the Corporation entitled to vote in the election of directors. In
case any vacancy so created shall not be filled by the Stockholders at such
meeting, such vacancy may be filled by the directors as provided in Section 3.4
hereof.

         SECTION 3.7 ANNUAL MEETINGS. The annual meeting of the Board of
Directors shall be held, if a quorum be present, immediately following each
annual meeting of the Stockholders at the place such meeting of Stockholders
took place, for the purpose of organization and transaction of any other
business that might be transacted at a regular meeting thereof, and no notice of
such meeting shall be necessary. If a quorum is not present, such annual meeting
may


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be held at any other time or place that may be specified in a notice given in
the manner provided in Section 3.9 hereof for special meetings of the Board of
Directors or in a waiver of notice thereof.

         SECTION 3.8 REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the Board of Directors. Except as
otherwise provided by law, any business may be transacted at any regular meeting
of the Board of Directors.

         SECTION 3.9 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Secretary at the request of the Chairman of the
Board, the Vice Chairman, if one be elected, the Chief Executive Officer, the
President or any two (2) members of the Board of Directors. Notices of special
meetings may be provided by mail, telephone, fax, electronic mail, or in person.
If notice is mailed, it shall be mailed to each director not later than two (2)
days before the day the meeting is to be held, and in all other cases, notice
shall be given not later than one (1) day before such meeting. Neither the
business to be transacted at, nor the purpose of, any special meeting need be
specified in any notice or written waiver of notice unless so required by the
Certificate of Incorporation or by the Bylaws and, unless limited by law, the
Certificate of Incorporation or by these Bylaws, any and all business may be
transacted at a special meeting.

         SECTION 3.10 ORGANIZATION OF MEETINGS. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as such Board
of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present at any meeting at
which there is a quorum, except as otherwise provided by these Bylaws or
required by law.

         SECTION 3.11 PLACE OF MEETINGS. The Board of Directors may hold their
meetings, have one or more offices and keep the books of the Corporation outside
the State of Delaware at any office or offices of the Corporation or at any
other place as they may from time to time by resolution determine.


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         SECTION 3.12 COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors a fixed honorarium or fees and expenses, if any, of attendance may be
allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

         SECTION 3.13 ACTION BY UNANIMOUS WRITTEN CONSENT. Unless otherwise
restricted by law, the Certificate of Incorporation or these Bylaws, 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 prior to such action all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or the committee.

         SECTION 3.14 PARTICIPATION IN MEETINGS BY TELEPHONE. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors or of any committee thereof may participate in a meeting of
such Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting in such manner shall
constitute presence in person at such meeting.

         SECTION 3.15 USE OF CAPITALIZED TERMS. The capitalized terms used in
this Article III and not defined herein shall have the definition and meaning
ascribed to such terms in the Certificate of Incorporation.


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                                   ARTICLE IV
                             COMMITTEES OF THE BOARD

         SECTION 4.1 MEMBERSHIP AND AUTHORITIES. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate three (3) or more Directors to constitute an Executive Committee and
such other committees as the Board of Directors may determine, each of which
committees to the extent provided in said resolution or resolutions or in these
Bylaws, shall have and may exercise all the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except in those
cases where the authority of the Board of Directors is specifically denied to
the Executive Committee or such other committee or committees by law, the
Certificate of Incorporation or these Bylaws, and may authorize the seal of the
Corporation to be affixed to all papers that may require it. The designation of
an Executive Committee or other committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law.

         SECTION 4.2 MINUTES. Each committee designated by the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.

         SECTION 4.3 VACANCIES. The Board of Directors may designate one (l) or
more of its members as alternate members of any committee who may replace any
absent or disqualified member at any meeting of such committee. If no alternate
members have been appointed, the committee member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, and to dissolve, any committee.

         SECTION 4.4 TELEPHONE MEETINGS. Members of any committee designated by
the Board of Directors may participate in or hold a meeting by use of conference
telephone or


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similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to this
Section 4.4 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

         SECTION 4.5 ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of any committee designated by the Board of Directors may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the committee and filed with the minutes
of the committee proceedings. Such consent shall have the same force and effect
as a unanimous vote at a meeting.


                                    ARTICLE V
                                    OFFICERS

         SECTION 5.1 NUMBER AND TITLE. The elected officers of the Corporation
shall be chosen by the Board of Directors and shall be a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also choose
(i) a Chairman of the Board, who must be a member of the Board of Directors;
(ii) if a Chairman of the Board is chosen, the Board of Directors may also
choose a Vice Chairman, who must be a member of the Board of Directors; (iii) a
Chief Executive Officer, who need not be a member of the Board of Directors; and
(iv) additional Vice Presidents, Assistant Secretaries and/or Assistant
Treasurers. One person may hold any two or more of these offices.

         SECTION 5.2 TERM OF OFFICE; VACANCIES. So far as is practicable, all
elected officers shall be elected by the Board of Directors at the annual
meeting of the Board of Directors in each year, and except as otherwise provided
in this Article V, shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective successors are
elected and qualified or until their earlier death, resignation or removal. All
appointed officers shall hold office at the pleasure of the Board of Directors.
If any vacancy shall occur in any


                                      -17-
<PAGE>
office, the Board of Directors may elect or appoint a successor to fill such
vacancy for the remainder of the term.

         SECTION 5.3 REMOVAL OF ELECTED OFFICERS. Any elected officer may be
removed at any time, with or without cause, by affirmative vote of a majority of
the whole Board of Directors, at any regular meeting or at any special meeting
called for such purpose.

         SECTION 5.4 RESIGNATIONS. Any officer may resign at any time upon
written notice of resignation to the President, Secretary or Board of Directors
of the Corporation. Any resignation shall be effective immediately unless a date
certain is specified for it to take effect, in which event it shall be effective
upon such date, and acceptance of any resignation shall not be necessary to make
it effective, irrespective of whether the resignation is tendered subject to
such acceptance.

         SECTION 5.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if
one shall be elected, shall preside at all meetings of the Stockholders and
Board of Directors; shall be ex officio a member of all standing committees; and
shall have general and active management of business of the corporation. In
addition, the Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of Directors. Unless
otherwise designated by the Board of Directors, the Chairman of the Board, if
one shall be elected, shall also be the chief executive officer of the
Corporation. In the absence of the Chairman, such of his duties shall be
performed and his authority exercised by either the Vice Chairman, if one shall
be elected, or the Chief Executive Officer, if one shall be elected, as may be
designated by the Chairman with the right reserved to the Board of Directors to
designate or supersede any designation so made.

         SECTION 5.6 PRESIDENT. The President shall, in the absence of the
Chairman of the Board and the Vice Chairman, if one shall be appointed, preside
at meetings of the Stockholders and Board of Directors; shall implement the
general directives, plans and policies formulated by the Board of Directors; and
shall further have such duties, responsibilities and authorities as may be
assigned to him by the Board of Directors. He may sign, with any other proper
officer,


                                      -18-
<PAGE>
certificates for shares of the Corporation and any deeds, bonds, mortgages,
contracts and other documents which the Board of Directors has authorized to be
executed, except where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors or these Bylaws, to some other officer or agent of the
Corporation. In the absence of the President, his duties shall be performed and
his authority may be exercised by a Vice President of the Corporation as may
have been designated by the President with the right reserved to the Board of
Directors to designate or supersede any designation so made.

         SECTION 5.7 VICE PRESIDENTS. The several Vice Presidents shall have
such powers and duties as may be assigned to them by these Bylaws and as may
from time to time be assigned to them by the Board of Directors and may sign,
with any other proper officer, certificates for shares of the Corporation.

         SECTION 5.8 SECRETARY. The Secretary, if available, shall attend all
meetings of the Board of Directors and all meetings of the Stockholders and
record the proceedings of the meetings in a book to be kept for that purpose and
shall perform like duties for any committee of the Board of Directors as shall
designate him to serve. He shall give, or cause to be given, notice of all
meetings of the Stockholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or the Chairman,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or any Assistant Secretary, or any other person whom
the Board of Directors may designate, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by his
signature or by the signature of any Assistant Secretary or by the signature of
such other person so affixing such seal.

         SECTION 5.9 ASSISTANT SECRETARIES. Each Assistant Secretary shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
Chairman, the President or the Secretary. The


                                      -19-
<PAGE>
Assistant Secretary or such other person as may be designated by the President
shall exercise the powers of the Secretary during that officer's absence or
inability to act.

         SECTION 5.10 TREASURER. The Treasurer shall have the custody of and be
responsible for the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in the 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 be designated by the Board
of Directors. He 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 its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation, and
he shall perform all other duties incident to the position of Treasurer, or as
may be prescribed by the Board of Directors or the President. If required by the
Board of Directors, he shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

         SECTION 5.11 ASSISTANT TREASURERS. Each Assistant Treasurer shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Treasurer. The Assistant Treasurer or such other person
designated by the President shall exercise the power of the Treasurer during
that officer's absence or inability to act.

         SECTION 5.12 SUBORDINATE OFFICERS. The Board of Directors may (a)
appoint such other subordinate officers and agents as it shall deem necessary
who shall hold their offices for such terms, have such authority and perform
such duties as the Board of Directors may from time to time determine, or (b)
delegate to any committee or officer the power to appoint any such subordinate
officers or agents.


                                      -20-
<PAGE>
         SECTION 5.13 SALARIES AND COMPENSATION. The salary or other
compensation of officers shall be fixed from time to time by the Board of
Directors. The Board of Directors may delegate to any committee or officer the
power to fix from time to time the salary or other compensation of subordinate
officers and agents appointed in accordance with the provisions of Section 5.12
hereof.


                                   ARTICLE VI
                                 INDEMNIFICATION

         SECTION 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               (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 or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was, at any time prior to or during
which this Article VI is in effect, a director, officer, employee or agent of
the Corporation, or is or was, at any time prior to or during which this Article
VI is in effect, serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against reasonable expenses
(including attorneys' fees), judgments, fines, penalties, amounts paid in
settlement and other liabilities actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.


                                      -21-
<PAGE>
               (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 such person is or was, at any
time prior to or during which this Article VI is in effect, a director, officer,
employee or agent of the Corporation, or is or was, at any time prior to or
during which this Article VI is in effect, 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 such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; provided, that no
indemnification shall be made under this subsection (b) in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Corporation unless and only to the extent that the Delaware Court of
Chancery, or other court of appropriate jurisdiction, 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 of such expenses which the Delaware Court of Chancery, or other court
of appropriate jurisdiction, shall deem proper.

               (c) To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

               (d) Any indemnification under subsections (a) or (b) (unless
ordered by the Delaware Court of Chancery or other court of appropriate
jurisdiction) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of such person is proper
in the circumstances because he has met the applicable standard of conduct set
forth in sub-sections (a) and (b). Such determination shall be made (1) by the
Board of


                                      -22-
<PAGE>
Directors by a majority vote of a quorum consisting of directors not parties to
such action, suit or proceeding; or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel, in a written opinion, selected by the Board of
Directors; or (3) by the Stockholders. In the event a determination is made
under this subsection (d) that the director, officer, employee or agent has met
the applicable standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.

               (e) Expenses (including attorneys' fees) incurred by a person who
is or was a director or officer of the Corporation in appearing at,
participating in or defending any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, shall
be paid by the Corporation at reasonable intervals in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by this Article VI. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

               (f) It is the intention of the Corporation to indemnify the
persons referred to in this Article VI to the fullest extent permitted by law
and with respect to any action, suit or proceeding arising from events which
occur at any time prior to or during which this Article VI is in effect. The
indemnification and advancement of expenses provided by this Article VI shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be or become entitled under any
law, the Certificate of Incorporation, these Bylaws, agreement, the vote of
Stockholders or disinterested directors or otherwise, or under any policy or
policies of insurance purchased and maintained by the Corporation on behalf of
any such person, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has


                                      -23-
<PAGE>
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

               (g) The indemnification provided by this Article VI shall be
subject to all valid and applicable laws, and, in the event this Article VI or
any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Article VI shall be regarded as modified
accordingly, and, as so modified, to continue in full force and effect.


                                   ARTICLE VII
                                  CAPITAL STOCK

         SECTION 7.1 CERTIFICATES OF STOCK. Certificates of stock shall be
issued to each Stockholder certifying the number of shares owned by him in the
Corporation and shall be in a form not inconsistent with the Certificate of
Incorporation and as approved by the Board of Directors. The certificates shall
be signed by the Chairman of the Board, the President or a Vice President and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer and may be sealed with the seal of the Corporation or a facsimile
thereof. 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.

         If the Corporation shall be authorized to issue more than one (1) class
of stock or more than one (1) series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided by statute, in lieu of the


                                      -24-
<PAGE>
foregoing requirements, there may be set forth on the face or back of the
Certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
Stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         SECTION 7.2 LOST 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 owner of such certificate, or his legal
representative. When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the issuance
thereof, require the owner, or his legal representative, to give a bond in such
form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

         SECTION 7.3 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD FOR
CERTAIN PURPOSES.

               (a) In order that the Corporation may determine the Stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of capital stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days prior to the date of payment of such dividend
or other distribution or allotment of such rights or the date when any such
rights in respect of any change, conversion or exchange of stock may be
exercised or the date of such other action. In such a case, only Stockholders of
record on the date so fixed shall be entitled to receive any such dividend or
other distribution or allotment of rights or to exercise such rights or for any
other purpose, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.


                                      -25-
<PAGE>
               (b) If no record date is fixed, the record date for determining
Stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

         SECTION 7.4 DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation, if any, and except as otherwise provided by law, the directors
may declare dividends upon the capital stock of the Corporation as and when they
deem it to be expedient. Such dividends may be paid in cash, in property or in
shares of the Corporation's capital stock. Before declaring any dividend there
may be set apart out of the funds of the Corporation available for dividends,
such sum or sums as the directors from time to time in their discretion think
proper for working capital or as a reserve fund to meet contingencies or for
equalizing dividends, or for such other purposes as the directors shall think
conducive to the interests of the Corporation and the directors may modify or
abolish any such reserve in the manner in which it was created.

         SECTION 7.5 REGISTERED STOCKHOLDERS. Except as expressly provided by
law, the Certificate of Incorporation and these Bylaws, the Corporation shall be
entitled to treat registered Stockholders as the only holders and owners in fact
of the shares standing in their respective names and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, regardless of whether it shall have express or
other notice thereof.

         SECTION 7.6 TRANSFER OF STOCK. Transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
registered owners thereof, or by their legal representatives or their duly
authorized attorneys. Upon any such transfers the old certificates shall be
surrendered to the Corporation by the delivery thereof to the person in charge
of the stock transfer books and ledgers, by whom they shall be cancelled and new
certificates shall thereupon be issued.


                                      -26-
<PAGE>
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         SECTION 8.1 CORPORATE SEAL. If one be adopted, the corporate seal shall
have inscribed thereon the name of the Corporation and shall be in such form as
may be approved by the Board of Directors. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

         SECTION 8.2 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 8.3 CHECKS, DRAFTS, NOTES. 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 (whether general or special) of the Board of Directors
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.

         SECTION 8.4 NOTICE AND WAIVER OF NOTICE. Whenever notice is required to
be given to any director or Stockholder under the provisions of applicable law,
the Certificate of Incorporation or of these Bylaws it shall not be construed to
only mean personal notice, rather, such notice may also be given in writing, by
mail, addressed to such director or Stockholder at his address as it appears on
the records of the Corporation, with postage thereon prepaid (unless prior to
the mailing of such notice he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to some
other address in which case, such notice shall be mailed to the address
designated in the request), and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram, cable or other form of recorded
communication, by personal delivery, by telephone, by facsimile or by electronic
mail. Whenever notice is required to be given under any provision of law, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing, by
telegraph, cable or other form of recorded communication, signed


                                      -27-
<PAGE>
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these Bylaws.

         SECTION 8.5 EXAMINATION OF BOOKS AND RECORDS. The Board of Directors
shall determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Corporation (except
such as may by statute be specifically opened to inspection) or any of them
shall be open to inspection by the Stockholders, and the Stockholders' rights in
this respect are and shall be restricted and limited accordingly.

         SECTION 8.6 VOTING UPON SHARES HELD BY THE CORPORATION. Unless
otherwise provided by law or by the Board of Directors, the Chairman of the
Board; the Vice Chairman in the absence of the Chairman of the Board; or the
President in the absence of the Chairman and the Vice Chairman; acting on behalf
of the Corporation, shall have full power and authority to attend and to act and
to vote at any meeting of Stockholders of any corporation in which the
Corporation may hold stock and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any person or persons.


                                   ARTICLE IX
                                   AMENDMENTS

         SECTION 9.1 AMENDMENT. Except as otherwise expressly provided in the
Certificate of Incorporation, the directors, by the affirmative vote of a
majority of the entire Board of Directors


                                      -28-
<PAGE>
and without the assent or vote of the Stockholders, may at any meeting, provided
the substance of the proposed amendment shall have been stated in the notice of
the meeting, make, repeal, alter, amend or rescind any of the provisions of
these Bylaws.


                                      -29-