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                                                                     EXHIBIT 3.4



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                                    BY-LAWS

                                      OF

                                  PACJ, INC.

                            A Delaware Corporation



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                                   BY-LAWS

                                      OF

                                  PACJ, INC.

                           (a Delaware corporation)



                                   ARTICLE I

                                    Offices

          SECTION 1.  Registered Office.  The registered office of the
Corporation in the State of Delaware shall be 1013 Centre Road, City of
Wilmington, County of New Castle.  The name of the registered agent is
Corporation Service Company or such other office or agent as the Board of
Directors shall from time to time select.

          SECTION 2.  Other Offices.  The Corporation may also have offices at
other places, either within or 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

                            Meeting of Stockholders

          SECTION 1.  Annual Meetings.  The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at such place (within or
without the State of Delaware), date and hour as shall be designated in the
notice thereof, except that no annual meeting need be held if all actions,
including the election of directors, required by the General Corporation Law of
the State of Delaware to be taken at a stockholders' annual meeting are taken by
written consent in lieu of a meeting pursuant to Section 9 of this Article II.

          SECTION 2.  Special Meetings.  Special meetings of the stockholders
for any purpose or purposes may be called by the Board, the President, the Chief
Executive Officer or a stockholder or stockholders holding of record at least
25% of all shares of the Corporation entitled to vote thereat to be held at such
place (within or without the State of Delaware), date and hour as shall be
designated in the notice thereof.
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          SECTION 3.  Notice of Meetings.  Except as otherwise expressly
required by law, notice of each meeting of the stockholders shall be given not
less than 10 or more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting by mailing such notice, postage
prepaid, directed to each stockholder at the address of such stockholder as
appears on the records of the Corporation.  Every such notice shall state the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  Except as provided in the
next immediate sentence or as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.  If the
adjournment is for more than 30 calendar days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder entitled to vote at such adjourned meeting.

          A written waiver of notice, signed by a stockholder entitled to
notice, whether signed before or after the time set for a given meeting, shall
be deemed equivalent to notice of such meeting.  Attendance of a stockholder in
person or by proxy at a stockholders' meeting shall constitute a waiver of
notice to such stockholder of such meeting, except when such stockholder attends
the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened.

          SECTION 4.  List of Stockholders.  It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, at least 10 days before every meeting of the
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
10 calendar days prior to the meeting either at a place specified in the notice
of the meeting within the city where the meeting is to be held or, if not so
specified, at the place where the meeting is to be held.  Such list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

          SECTION 5.  Quorum.  At each meeting of the stockholders, except as
otherwise expressly required by law, stockholders holding a majority of the
shares of stock of the Corporation issued, outstanding and entitled to be voted
at the meeting shall be present in person or by proxy in order to constitute a
quorum for the transaction of business.  In the absence of a


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quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and entitled
to vote thereat may adjourn such meeting from time to time until stockholders
holding the amount of stock requisite for a quorum shall be present in person or
by proxy. At any such adjourned meeting at which a quorum may be present, any
business may be transacted that might have been transacted at the meeting as
originally called.

          SECTION 6.  Organization.  At each meeting of the stockholders, one of
the following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:

          (a) the Chief Executive Officer;

          (b) if there is no Chief Executive Officer or if the Chief Executive
     Officer shall be absent from such meeting, the President;

          (c) if the Chief Executive Officer and the President shall be absent
     from such meeting, any other officer or director of the Corporation
     designated by the Board to act as chairman of such meeting and to preside
     thereat; or

          (d) a stockholder of record of the Corporation who shall be chosen
     chairman of such meeting by a majority in voting interest of the
     stockholders present in person or by proxy and entitled to vote thereat.

The Secretary or, if the Secretary shall be presiding over the meeting or absent
from such meeting, the person whom the chairman of such meeting shall appoint,
shall act as secretary of such meeting and keep the minutes thereof.

          SECTION 7.  Order of Business.  The order of business at each meeting
of the stockholders shall be determined by the chairman of such meeting.

          SECTION 8.  Voting. Each holder of voting stock of the Corporation
shall, at each meeting of the stockholders, be entitled to one vote in person or
by proxy for each share of stock of the Corporation held by him and registered
in his name on the books of the Corporation on the date fixed pursuant to the
provisions of Section 4 of Article VIII of these By-laws as the record date for
the determination of stockholders who shall be entitled to receive notice of and
to vote at such meeting.



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At all meetings of the stockholders, all matters, except as otherwise provided
by law or in these By-Laws, shall be decided by the vote of a majority of the
votes cast by stockholders present in person or by proxy and entitled to vote
thereat, a quorum being present.  Except as otherwise expressly required by law,
the vote at any meeting of the stockholders on any question need not be by
ballot, unless so directed by the chairman of the meeting.  On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by his proxy, if there
be such proxy, and shall state the number of shares voted.

          SECTION 9.  Action by Written Consent.  Except as otherwise provided
by law or by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock of the Corporation 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 of stock of the Corporation entitled to vote thereon
were present and voted, and delivered to the Corporation in the manner provided
in Section 4 of Article VIII of these By-laws.

                                  ARTICLE III

                              Board of Directors

          SECTION 1.  General Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.

          SECTION 2.  Number and Term of Office.  The Board of Directors shall
initially consist of three members, but the number of members constituting the
Board of Directors may be increased or decreased from time to time by resolution
adopted by a majority of the whole Board.  Directors need not be stockholders.
Each of the directors of the Corporation shall hold office until his term
expires and until his successor is elected and qualified or until his earlier
death or until his earlier resignation or removal in the manner hereinafter
provided.

          SECTION 3.  Election.  At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.


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          SECTION 4.  Resignation, Removal and Vacancies.  Any director may
resign at any time by giving written notice of his resignation to the Board, the
Chief Executive Officer, President or the Secretary of the Corporation.  Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, when accepted by
action of the Board.  Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

          A director may be removed, either with or without cause, at any time
by a vote of a majority in voting interest of the stockholders.

          Any vacancy or newly created directorship occurring on the Board for
any reason may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director.  The director elected to
fill such vacancy or newly created directorship shall hold office for the
unexpired term in respect of which such vacancy occurred or such newly created
directorship was created.

          SECTION 5.  Meetings.  (a)  Annual Meetings.  As soon as practicable
after each annual election of directors, the Board shall meet for the purpose of
organization and the transaction of other business.

          (b)  Regular Meetings.  Regular meetings of the Board shall be held at
such times and places as the Board shall from time to time determine.

          (c)  Special Meetings.  Special meetings of the Board shall be held
whenever called by the Chief Executive Officer or the President or a majority of
the directors at the time in office.  Any and all business may be transacted at
a special meeting that may be transacted at a regular meeting of the Board.

          (d)  Place of Meeting.  The Board may hold its meeting at such place
or places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

          (e)  Notice of Meetings.  Notices of regular meetings of the Board or
of any adjourned meeting need not be given.

          Notices of special meetings of the Board, or of any meeting of any
committee of the Board that has not been fixed in advance as to time and place
by such committee, shall be mailed by the Secretary or an Assistant Secretary to
each director or member of such committee, addressed to him at his residence or
usual place of business, so as to be received at least one calendar day before
the day on which such meeting is to be held, or shall be sent to him

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by telecopy, cable or other form of recorded communication or be delivered
personally or by telephone not later than one calendar day before the day on
which such meeting is to be held.  Such notice shall include the time and place
of such meeting.  However, notice of any such meeting need not be given to any
director or member of any committee if such notice is waived by him in writing
or by telecopy, cable or other form of recorded communication, whether before or
after such meeting shall be held, or if he shall be present at such meeting.

          (f)  Quorum and Manner of Acting.  Except as otherwise provided by
law, the Certificate of Incorporation or these By-Laws, one-half of the total
number of directors (rounded up to the nearest whole number, if necessary) shall
be present in person at any meeting of the Board in order to constitute a quorum
for the transaction of business at such meeting.  In each case the vote of a
majority of those directors present at any such meeting at which a quorum is
present shall be necessary for the passage of any resolution or any act of the
Board, except as otherwise expressly required by law or these By-laws.  In the
absence of a quorum for any such meeting, a majority of the directors present
thereat may adjourn such meeting from time to time until a quorum shall be
present thereat.

          (g)  Action by Communication Equipment.  The directors, or the members
of any committee of the Board, may participate in a meeting of the Board, or of
such committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

          (h)  Action by Consent.  Any action required or permitted to be taken
at any meeting of the Board, or of any committee thereof, may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing and such writing is filed with the minutes of the proceedings
of the Board or such committee.

          (i)  Organization.  At each meeting of the Board, the Chief Executive
Officer shall act as chairman of the meeting and preside thereat, or in his
absence, the President or any director chosen by a majority of the directors
present thereat.  The Secretary or, in case of his absence, any person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman shall appoint, shall act as secretary of such meeting
and keep the minutes thereof.




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          SECTION 6.  Compensation.  Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board may receive a
fixed sum and expenses incurred in performing the functions of director and
member of any committee of the Board.  Nothing herein contained shall be
construed so as to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.


                              ARTICLE IV

                              Committees

          SECTION 1.  (a)  Designation and Membership.  The Board may, by
resolution passed by a majority of the whole Board, designate one or more
committees consisting of such number of directors, not less than one, as the
Board shall appoint.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  Vacancies occurring on any committee for any
reason may be filled by the Board at any time.  Any member of any committee
shall be subject to removal, with or without cause, at any time by the Board or
by a majority in voting interest of the stockholders.

          (b)  Functions and Powers.  Any such committee, subject to any
limitations prescribed by the Board, shall possess and may exercise, during the
intervals between meetings of the Board, all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers that may
require it; provided, however, that no such committee shall have such power or
authority in reference to amending the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation), adopting an agreement of merger or
consolidation under Section 251 or Section 252 of the General Corporation Law of
the State of Delaware, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, filling vacancies on the Board, changing the
membership or filling vacancies on any committee of the Board or amending these
By-laws.  No such committee shall have the power and authority to declare
dividends, to authorize the issuance of stock of the Corporation or to adopt a
certificate of ownership


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and merger pursuant to Section 253 of the General Corporation Law of the State
of Delaware unless such power and authority shall be expressly delegated to it
by a resolution passed by a majority of the whole Board.

          (c) Meetings, Quorum and Manner of Acting.   Each committee shall meet
at such times and as often as may be deemed necessary and expedient and at such
places as shall be determined by such committee.  A majority of each such
committee shall constitute a quorum, and the vote of a majority of those members
of each such committee present at any meeting thereof at which a quorum is
present shall be necessary for the passage of any resolution or act of such
committee.  The Board may designate a chairman for each such committee, who
shall preside at meetings thereof, and a vice chairman, who shall preside at
such meetings in the absence of the chairman.


                              ARTICLE V

                              Officers

          SECTION 1.  Election, Appointment and Term of Office.  The officers of
the Corporation shall be a Chief Executive Officer, and/or a President, such
number of Vice Presidents (including Executive, Senior and/or First Vice
Presidents) as the Board may determine from time to time, a Treasurer, one or
more Assistant Treasurers, if any, as the Board may determine, a Secretary and
one or more Assistant Secretaries, if any, as the Board may determine.  Any two
or more offices may be held by the same person.  Officers need not be
stockholders of the Corporation.  The officers may be elected by the Board at
its annual meeting, and each such officer shall hold office until the next
annual meeting of the Board and until his successor is elected or until his
earlier death or until his earlier resignation or removal in the manner
hereinafter provided.

          The Board may elect or appoint such other officers as it deems
necessary, including one or more Assistant Vice Presidents, Assistant Treasurers
and Assistant Secretaries. Each such officer shall have such authority and shall
perform such duties as may be provided herein or as the Board may prescribe.

          If additional officers are elected or appointed during the year, each
of them shall hold office until the next annual meeting of the Board at which
officers are regularly elected or appointed and until his successor is elected
or appointed or until his earlier death or until his earlier resignation or
removal in the manner hereinafter provided.




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          SECTION 2.  Resignation, Removal and Vacancies.  Any officer may
resign at any time by giving written notice to the Chief Executive Officer, the
President or the Secretary of the Corporation, and such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, when accepted by action of the Board.
Except as aforesaid, the acceptance of such resignation shall not be necessary
to make it effective.

          All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the Board, with or without cause.

          A vacancy in any office may be filled for the unexpired portion of the
term in the same manner as provided for election or appointment to such office.

          SECTION 3.  Duties and Functions.  (a)  Chief Executive Officer.  The
Chief Executive Officer shall be the principal executive officer of the
Corporation, shall preside at all meetings of the Board and of the stockholders
at which he shall be present and shall perform such other duties and exercise
such powers as may from time to time be prescribed by the Board of Directors or
as shall normally be incident to the office of Chief Executive Officer.

          (b)  President.  The President shall be the chief operating officer of
the Corporation and shall perform such duties and exercise such powers as are
incident to the office of President, and shall perform such other duties and
exercise such other powers as may from time to time be prescribed by the Board
or the Chief Executive Officer.  If there is no Chief Executive Officer, the
President shall also assume the duties of the Chief Executive Officer as
described above or elsewhere herein.

          (c)  Vice Presidents.  Each Vice President shall have such powers and
duties as shall be prescribed by the Board.

          (d)  Treasurer.  The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-laws; he shall disburse the funds of the Corporation as
may be ordered by the Board, making proper vouchers for such disbursements; and,
in general, he shall perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the Board
or the Chief Executive Officer.  To such extent as the Board shall deem proper,
the duties of the Treasurer may be performed by one or more assistants, to be
appointed by the Board.




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          (e)  Secretary.  The Secretary shall keep the records of all meetings
of the stockholders and of the Board and committees of the Board.  He shall
affix the seal of the Corporation to all instruments requiring the corporate
seal when the same shall have been signed on behalf of the Corporation by a duly
authorized officer.  The Secretary shall be the custodian of all contracts,
deeds, documents and all other indicia of title to properties owned by the
Corporation and of its other corporate records and in general shall perform all
duties and have all powers incident to the office of Secretary.  To such extent
as the Board shall deem proper, the duties of Secretary may be performed by one
or more assistants, to be appointed by the Board.

          (f)  Assistant Secretaries and Assistant Treasurers.  Each Assistant
Secretary and each Assistant Treasurer shall perform the duties of and exercise
the powers of the Secretary and the Treasurer, respectively, in the absence of
the Secretary and the Treasurer, respectively.


                                  ARTICLE VI

                          Contracts, Checks, Drafts,
                         Bank Accounts, Proxies, etc.

          SECTION 1. Execution of Documents.  The Chief Executive Officer, the
President, each Vice President or any other officer, employee or agent of the
Corporation designated by the Board, or designated in accordance with corporate
policy as approved by the Board, shall have power to execute and deliver deeds,
leases, contracts, mortgages, bonds, debentures, checks, drafts and other orders
for the payment of money and other documents for and in the name of the
Corporation, and such power may be delegated (including power to redelegate) by
written instrument to other officers, employees or agents of the Corporation.

          SECTION 2.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise in accordance with corporate policy as approved by the Board.

          SECTION 3.  Proxies in Respect of Stock or Other Securities of Other
Corporations.  The Chief Executive Officer, the President, any Vice President or
any other officer of the Corporation designated by the Board shall have the
authority (a) to appoint from time to time an agent or agents of the Corporation
to exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation, (b) to vote or consent in respect of such stock or securities
and (c) to execute or cause to be executed in the name


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and on behalf of the Corporation and under its corporate seal, or otherwise,
such written proxies, powers of attorney or other instruments as he may deem
necessary or proper in order that the Corporation may exercise such powers and
rights. The Chief Executive Officer, the President or any such designated
officer may instruct any person or persons appointed as aforesaid as to the
manner of exercising such powers and rights.


                                  ARTICLE VII

                               Books and Records

          The books and records of the Corporation may be kept at such places
within or without the State of Delaware as the Board may from time to time
determine.


                                 ARTICLE VIII

                 Shares and Their Transfer; Fixing Record Date

          SECTION 1.  Certificate for Stock.  Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board
shall prescribe.  Each such certificate shall be signed by, or in the name of
the Corporation by, the Chief Executive Officer, the President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Corporation.  In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may nevertheless be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.

          SECTION 2.  Record.  A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate and the date thereof, and, in the case of cancellation, the date of
cancellation.  Except as otherwise expressly required by law, the person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.



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          SECTION 3.  Lost, Stolen, Destroyed or Mutilated Certificates.  The
holder of any stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificate therefor.  The
Corporation may issue a new certificate for stock in the place of any
certificate theretofore issued by it and alleged to have been lost, stolen,
destroyed or mutilated, and the Board or the Chief Executive Officer, the
President or Secretary may, in its or his discretion, require the owner of the
lost, stolen, mutilated or destroyed certificate or his legal representatives to
give the Corporation a bond in such sum, limited or unlimited, in such form and
with such surety or sureties as the Board shall in its discretion determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, mutilation or destruction of any such
certificate or the issuance of any such new certificate.

          SECTION 4.  Fixing Date for Determination of Stockholders of Record.
(a) In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board may fix a record date, which shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which shall not
be more than 60 or less than 10 days before the date of such meeting.  If no
record date is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; providing, however, that the Board may fix a new
record date for the adjourned meeting.

     (b)  In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board and which date shall
not be more than 10 days after the date upon which the resolution fixing the
record date is adopted by the Board.  If no record date has been fixed by the
Board, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
is otherwise required, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the registered office of the Corporation shall be by
hand or by certified or registered mail, return receipt requested.  If no record




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date has been fixed by the Board and prior action by the Board is required, the
record date for determining stockholder entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board adopts the resolution taking such prior action.

     (c)  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 the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for any other lawful purpose, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than 60 days prior to such action.  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 adopts the resolution
relating thereto.


                                  ARTICLE IX

                                     Seal

          The Board shall provide a corporate seal, which shall be in the form
of a circle and shall bear the full name of the Corporation, the words
"Corporate Seal Delaware" and in figures the year of its incorporation.


                                   ARTICLE X

                                  Fiscal Year

          The fiscal year of the Corporation shall end on the last Saturday in
January of each following year, or on such other date as the Board of Directors
shall determine.


                                  ARTICLE XI

                   Indemnification of Directors and Officers

          SECTION 1.  Right to Indemnification.   Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or an officer of the Corporation or is or was serving at
the



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request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
ARTICLE XI with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

          SECTION 2.  Right to Advancement of Expenses.  The right to
indemnification conferred in Section 1 of this Article XI shall include the
right to be paid by the Corporation the expenses (including attorneys' fees)
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise.  The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this ARTICLE XI shall
be contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

          SECTION 3.  Right of Indemnitee to Bring Suit.   If a claim under
Section 1 or 2 of this ARTICLE XI is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case


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the applicable period shall be twenty (20) days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim.  If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit.  In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
ARTICLE XI or otherwise shall be on the Corporation.

          SECTION 4.  Non-Exclusivity of Rights.   The rights to indemnification
and to the advancement of expenses conferred in this ARTICLE XI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Corporation's Certificate of Incorporation, By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

          SECTION 5.  Insurance.   The Corporation may maintain insurance, at
its expenses, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.




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          SECTION 6.  Indemnification of Employees and Agents of the
Corporation.   The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.


                                  ARTICLE XII

                                  Amendments

          These By-laws may be amended or repealed by the Board at any regular
or special meeting thereof, subject to the power of the holders of a majority of
the outstanding stock of the Corporation entitled to vote in respect thereof, by
their vote at an annual meeting or at any special meeting, to amend or repeal
any By-law.




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