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                                                                    Exhibit 3.02

                         U.S.A. FLORAL PRODUCTS, INC.
                           (a Delaware corporation)



                       __________________________________

                          AMENDED AND RESTATED BYLAWS
                       __________________________________



             As adopted by the Board of Directors as of May 5, 1999.
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                          AMENDED AND RESTATED BYLAWS
                                      OF
                         U.S.A. FLORAL PRODUCTS, INC.


                                   ARTICLE I

                                    OFFICES

     Section 1. REGISTERED OFFICE. The registered office of the Corporation
shall be at Corporation Service Company, 1013 Centre Road, in the City of
Wilmington, County of New Castle, State of Delaware 19805.

     Section 2. ADDITIONAL OFFICES. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.


                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

     Section 1. TIME AND PLACE. A meeting of stockholders for any purpose may be
held at such time and place, within or without the State of Delaware, as the
Board of Directors may fix from time to time and as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. ANNUAL MEETING. Annual meetings of stockholders, commencing with
the year 1998, shall be held on April 15, if not a legal holiday, or, if a legal
holiday, then on the next secular day following, at 2 P.M., or at such other
date and time as shall, from time to time, be designated by the Board of
Directors and stated in the notice of the meeting. At such annual meeting, the
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.

     Section 3. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting,
stating the place, date and time thereof, shall be given to each stockholder
entitled to vote at such meeting not less than 10 (unless a longer period is
required by law) nor more than 60 days prior to the meeting.

     Section 4. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, if
any, or the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of the stockholders owning a majority of the shares of capital stock of
the Corporation issued and
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outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

     Section 5. NOTICE OF SPECIAL MEETING. Written notice of a special meeting,
stating the place, date and time thereof and the purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote at
such meeting not less than 10 (unless a longer period is required by law) nor
more than 60 days prior to the meeting.

     Section 6. LIST OF STOCKHOLDERS. The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least 10
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, at a place within the city
where the meeting is to be held, which place, if other than the place of the
meeting, shall be specified in the notice of the meeting. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present in person
thereat.

     Section 7. PRESIDING OFFICER; ORDER OF BUSINESS.

             (a) Meetings of stockholders shall be presided over by the Chairman
of the Board, if any, or, if he is not present (or, if there is none), by the
President, or, if he is not present, by a Vice President, or, if he is not
present, by such person who may have been chosen by the Board of Directors, or,
if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote at the meeting and who are present
in person or represented by proxy. The Secretary of the Corporation, or, if he
is not present, an Assistant Secretary, or, if he is not present, such person as
may be chosen by the Board of Directors, shall act as secretary of meetings of
stockholders, or, if none of such persons is present, the stockholders owning a
majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy shall choose any person present to act as secretary of the
meeting.

             (b) The following order of business, unless otherwise ordered at
the meeting, shall be observed as far as practicable and consistent with the
purposes of the meeting:

                 1.   Call of the meeting to order.

                 2.   Presentation of proof of mailing of the notice of the
                      meeting and, if the meeting is a special meeting, the call
                      thereof.

                 3.   Presentation of proxies.

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                 4.   Announcement that a quorum is present.

                 5.   Reading and approval of the minutes of the previous
                      meeting.

                 6.   Reports, if any, of officers.

                 7.   Election of directors, if the meeting is an annual meeting
                      or a meeting called for that purpose.

                 8.   Consideration of the specific purpose or purposes for
                      which the meeting has been called (other than the election
                      of directors), if the meeting is a special meeting.

                 9.   Transaction of such other business as may properly come
                      before the meeting.

                 10.  Adjournment.

     Section 8. QUORUM; ADJOURNMENTS. The holders of a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be necessary to, and
shall constitute a quorum for, the transaction of business at all meetings of
the stockholders, except as otherwise provided by statute or by the Certificate
of Incorporation. If, however, a quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken, until a quorum shall be present or represented. Even if a quorum shall be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time for good cause, without
notice of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, until a date which is not more
than 30 days after the date of the original meeting. At any such adjourned
meeting, at which a quorum shall be present in person or represented by proxy,
any business may be transacted which might have been transacted at the meeting
as originally called. If the adjournment is for more than 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 thereat.

     Section 9. VOTING.

             (a) At any meeting of stockholders, every stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law or the Certificate of Incorporation, each stockholder
of record shall be entitled to one vote for each share of capital stock
registered in his name on the books of the Corporation.

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

     Section 10. ACTION BY CONSENT. Any action required or permitted by law or
the Certificate of Incorporation to be taken at any meeting of stockholders may
be taken without a meeting, without prior notice and without a vote, if a
written consent, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present or represented by proxy and
voted. Such written consent shall be filed with the minutes of meetings of
stockholders. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not so consented in writing thereto.


                                  ARTICLE III

                                   DIRECTORS

     Section 1. GENERAL POWERS; NUMBER; TENURE. The business of the Corporation
shall be managed by its Board of Directors, which may exercise all powers of the
Corporation and perform all lawful acts and things which are not by law, the
Certificate of Incorporation or these Bylaws directed or required to be
exercised or performed by the stockholders. Within the limits specified in this
Section 1, the number of directors within each Class (as defined in the
Certificate of Incorporation) shall be determined by the Board of Directors,
except that if no such determination is made, the number of directors in each
Class shall, subject to Section 2(b) of this Article, be one (1), but the total
number of directors in all Classes taken together may never be less than the
number otherwise permitted by law. The directors shall be elected at the annual
meeting of the stockholders in accordance with the provisions of the Certificate
of Incorporation, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and shall
qualify or as provided in the Certificate of Incorporation. Directors need not
be stockholders.

     Section 2. VACANCIES.

             (a) If any vacancies occur in the Board of Directors, or if any new
directorships are created, they may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  Each director so chosen shall hold office until the next annual
meeting of stockholders, or as provided in the Certificate of Incorporation and
until his successor is duly elected and shall qualify.  If there are no
directors in office, any officer or stockholder may call a special meeting of
stockholders in accordance with the provisions of the Certificate of
Incorporation or these Bylaws, at which meeting such vacancies shall be filled.


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          (b) In the event that fewer than three (3) directors are elected, then
Class I will be eliminated and at least two (2) directors shall be elected, one
(1) of whom shall be designated a Class II director and one (1) of whom shall be
designated a Class III director.

   Section 3. REMOVAL; RESIGNATION.

          (a)   Except as otherwise provided by law or the Certificate of
Incorporation, any director, directors or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

          (b)   Any director may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, the President or the
Secretary of the Corporation.  Unless otherwise specified in such written
notice, a resignation shall take effect upon delivery thereof to the Board of
Directors or the designated officer.  It shall not be necessary for a
resignation to be accepted before it becomes effective.

   Section 4. PLACE OF MEETINGS. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.

   Section 5. ANNUAL MEETING. The annual meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.

   Section 6. REGULAR MEETINGS. Additional regular meetings of the Board of
Directors may be held without notice, at such time and place as may from time to
time be determined by the Board of Directors.

   Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President or by 2 or more directors
on at least 2 days' notice to each director, if such notice is delivered
personally or sent by telegram, or on at least 3 days' notice if sent by mail.
Special meetings shall be called by the Chairman of the Board, President,
Secretary or 2 or more directors in like manner and on like notice on the
written request of one-half or more of the number of directors then in office.
Any such notice need not state the purpose or purposes of such meeting except as
provided in Article XI.

    Section 8. QUORUM; ADJOURNMENTS. At all meetings of the Board of Directors,
a majority of the directors then in 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 or the
Certificate of Incorporation. If a quorum is not present at any meeting of the
Board of Directors, the directors present may adjourn the meeting, from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.


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     Section 9.  COMPENSATION. Directors shall be entitled to such compensation
for their services as directors and to such reimbursement for any reasonable
expenses incurred in attending directors' meetings as may from time to time be
fixed by the Board of Directors. The compensation of directors may be on such
basis as is determined by the Board of Directors. Any director may waive
compensation for any meeting. Any director receiving compensation under these
provisions shall not be barred from serving the Corporation in any other
capacity and receiving compensation and reimbursement for reasonable expenses
for such other services.

     Section 10. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if a
written consent to such action is signed by all members of the Board of
Directors and such written consent is filed with the minutes of its proceedings.

     Section 11. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. The Board of
Directors may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all directors participating
in the meeting can hear each other, and participation in such meeting shall
constitute presence in person by such director at such meeting.


                                  ARTICLE IV

                                  COMMITTEES

     Section 1.  EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board, may appoint an Executive Committee
consisting of not more than 5 directors, one of whom shall be designated as
Chairman of the Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his term as a
director, or his earlier resignation, unless sooner removed as a member or as a
director.

     Section 2.  POWERS. Unless circumscribed by resolution of the Board
appointing the Executive Committee or except as otherwise provided by law, the
Executive Committee shall have and may exercise all of the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation including, without limitation, the power and authority to declare a
dividend in cash, property or its own shares and to authorize the issuance of
any shares of capital stock of the Corporation of any class now or hereafter
authorized, and any options or warrants for, and rights to subscribe to, such
shares, and any securities convertible into or exchangeable for such shares.

     Section 3.  PROCEDURE; MEETINGS. The Executive Committee shall fix its own
rules of procedure and shall meet at such times and at such place or places as
may be provided by such rules or as the members of the Executive Committee shall
provide. The Executive Committee shall keep regular minutes of its meetings and
deliver such minutes to the Board of Directors.


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     The Chairman of the Executive Committee, or, in his absence, a member of
the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee shall act as secretary of the Executive
Committee.

     Section 4. QUORUM. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the members of the Executive Committee shall be required for any action of
the Executive Committee; provided, however, that when an Executive Committee of
one member is authorized under the provisions of Section 1 of this Article, such
one member shall constitute a quorum.

     Section 5. OTHER COMMITTEES. The Board of Directors, by resolutions adopted
by a majority of the whole Board, may appoint such other committee or committees
as it shall deem advisable and with such functions and duties as the Board of
Directors shall prescribe.

     Section 6. VACANCIES; CHANGES; DISCHARGE. The Board of Directors shall have
the power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

     Section 7. COMPENSATION. Members of any committee shall be entitled to such
compensation for their services as members of any such committee and to such
reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any member
may waive compensation for any meeting. Any committee member receiving
compensation under these provisions shall not be barred from serving the
Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.

     Section 8. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of any committee of the Board of Directors may be taken
without a meeting if a written consent to such action is signed by all members
of the committee and such written consent is filed with the minutes of its
proceedings.

     Section 9. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. The members of
any committee designated by the Board of Directors may participate in a meeting
of such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in such meeting can hear
each other and participation in such meeting shall constitute presence in person
at such meeting.


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                                   ARTICLE V

                                    NOTICES

     Section 1. FORM; DELIVERY. Whenever, under the provisions of law, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director or stockholder, it shall not be construed to mean personal notice
unless otherwise specifically provided, but such notice may 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. Such notices
shall be deemed to be given at the time they are deposited in the United States
mail. Notice to a director may also be given personally or by telegram sent to
his address as it appears on the records of the Corporation.

     Section 2. WAIVER. Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed to be equivalent to
such notice. In addition, any stockholder who attends a meeting of stockholders
in person, or is represented at such meeting by proxy, without protesting at the
commencement of the meeting the lack of notice thereof to him, or any director
who attends a meeting of the Board of Directors without protesting, at the
commencement of the meeting, such lack of notice, shall be conclusively deemed
to have waived notice of such meeting.


                                  ARTICLE VI

                                   OFFICERS

     Section 1. DESIGNATIONS. The officers of the Corporation shall be chosen by
the Board of Directors. The Board of Directors may choose a Chairman of the
Board, a Vice Chairman, a President, a Chief Operating Officer, a Chief
Financial Officer, a Vice President or Vice Presidents, a Secretary, one or more
Assistant Secretaries and other officers and agents as it shall deem necessary
or appropriate. All officers of the Corporation shall exercise such powers and
perform such duties as shall from time to time be determined by the Board of
Directors. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

     Section 2. TERM OF OFFICE; REMOVAL. The Board of Directors at its annual
meeting after each annual meeting of stockholders shall choose a President, a
Chief Financial Officer and a Secretary. The Board of Directors may also choose
a Chairman of the Board, a Vice Chairman, a Chief Operating Officer, , a Vice
President or Vice Presidents, one or more Assistant Secretaries, and such other
officers and agents as it shall deem necessary or appropriate. Each officer of
the Corporation shall hold office until his successor is chosen and shall
qualify. Any officer elected or appointed by the Board of Directors may be
removed, with or without cause, at any time by the affirmative vote of a
majority of the directors then in office. Such removal shall not prejudice the


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contract rights, if any, of the person so removed. Any vacancy occurring in any
office of the Corporation may be filled for the unexpired portion of the term by
the Board of Directors.

     Section 3. COMPENSATION. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

     Section 4. THE CHAIRMAN OF THE BOARD

             The Chairman of the Board, if any, shall be an officer of the
Corporation and, subject to the direction of the Board of Directors, shall
perform such executive, supervisory and management functions and duties as may
be assigned to him or her from time to time by the Board of Directors.  The
Chairman of the Board shall, if present, preside at all meetings of stockholders
and of the Board of Directors.

     Section 5. THE PRESIDENT.

             (a)  The President shall be the chief executive officer of the
Corporation and, subject to the direction of the Board of Directors, shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents.  In general, he shall
perform all duties incident to the office of President and shall see that all
orders and resolutions of the Board of Directors are carried into effect.  In
addition to and not in limitation of the foregoing, the President shall be
empowered to authorize any change of the registered office or registered agent
(or both) of the Corporation in the State of Delaware.

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

     Section 6. THE CHIEF OPERATING OFFICER. The Chief Operating Officer will be
responsible for forming the structure of the organization as it grows through
mergers and acquisitions, as well as internal expansion. The Chief Operating
Officer will also be responsible for the day to day operations of the
Corporation, and will report to the Chief Executive Officer to plan for the
future of the organization.

     Section 7. THE VICE PRESIDENTS.  The Vice President, if any (or in the
event there be more than one, the Vice Presidents in the order designated, or in
the absence of any designation, in the order of their election), shall, in the
absence of the President or in the event of his disability, perform the duties
and exercise the powers of the President and shall generally assist the
President

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and perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

     Section 8.  THE SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all votes and the
proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for the Executive Committee or other committees, if
required.  He shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board or the President, under whose supervision
he shall act.  He shall have custody of the seal of the Corporation, and he, or
an Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and, when so affixed, the seal may be attested by his signature or
by the signature of such Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing thereof by his signature.

     Section 9.  THE ASSISTANT SECRETARY.  The Assistant Secretary, if any (or
in the event there be more than one, the Assistant Secretaries in the order
designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
disability, perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors.

     Section 10. THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be responsible for formulating financial policy and plans for the corporation
and for allocating and safeguarding corporate assets. He shall manage and
provide direction for controller function, investment options, risk management
and financial management information systems that support these functions. He
shall ensure that financial transactions, policies and procedures meet corporate
short and long term objectives and regulatory body requirements.



                                  ARTICLE VII

                              INDEMNIFICATION OF
                            DIRECTORS AND OFFICERS

     Section 1.  NATURE OF INDEMNITY.  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, by reason of the fact that he is or
was or has agreed to become a Director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party


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or is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he 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 his conduct was unlawful; except
that in the case of an action or suit by or in the right of the Corporation to
procure a judgment in its favor (a) such indemnification shall be limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
person in the defense or settlement of such action or suit, and (b) no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     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 the 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.

     Section 2.  SUCCESSFUL DEFENSE.  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 Section 1
of this Article VII 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.

     Section 3.  DETERMINATION THAT INDEMNIFICATION IS PROPER.  Any
indemnification of a Director or officer of the Corporation under Section 1 of
this Article VII (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the Director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 1. Any indemnification of an employee
or agent of the Corporation under Section 1 (unless ordered by a court) may be
made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1. Any such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (b) 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, or (c) by the stockholders.


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     Section 4.  ADVANCE PAYMENT OF EXPENSES.  Unless the Board of Directors
otherwise determines in a specific case, expenses incurred by a Director or
officer in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director 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 in this Article VII.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.  The
Board of Directors may authorize the Corporation's legal counsel to represent
such Director, officer, employee or agent in any action, suit or proceeding,
whether or not the corporation is a party to such action, suit or proceeding.

     Section 5.  SURVIVAL; PRESERVATION OF OTHER RIGHTS.  The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware General Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit, or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts.  Such a contract right may not be
modified retroactively without the consent of such Director, officer, employee
or agent.

     The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested Directors or
otherwise, 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 ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.  The
corporation may enter into an agreement with any of its Directors, officers,
employees or agents providing for indemnification and advancement of expenses,
including attorneys' fees, that my change, enhance, qualify or limit any right
to indemnification or advancement of expenses created by this Article VII.

     Section 6.  SEVERABILITY.  If this Article VII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgment, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article VII that shall not have been invalidated and to the
fullest extent permitted by applicable law.

     Section 7.  SUBROGATION.  In the event of payment of indemnification to a
person described in Section 1 of this Article VII, the Corporation shall be
subrogated to the extent of such payment to any right of recovery such person
may have and such person, as a condition of receiving indemnification from the
Corporation, shall execute all documents and do all things that the


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<PAGE>

Corporation may deem necessary or desirable to perfect such right of recovery,
including the execution of such documents necessary to enable the Corporation
effectively to enforce any such recovery.

     Section 8.  NO DUPLICATION OF PAYMENTS.  The Corporation shall not be
liable under this Article VII to make any payment in connection with any claim
made against a person described in Section 1 of this Article VII to the extent
such person has otherwise received payment (under any insurance policy, bylaw or
otherwise) of the amounts otherwise indemnifiable hereunder.


                                 ARTICLE VIII

               AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS

     Section 1.  AFFILIATED TRANSACTIONS.  No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:

             (a)  The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or

             (b)  The material facts as to his relationship or interest and as
to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

             (c)  The contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.

     Section 2.  DETERMINING QUORUM.  Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorizes the contract or
transaction.


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<PAGE>

                                   ARTICLE IX

                               STOCK CERTIFICATES

     Section 1.  FORM; SIGNATURES.

             (a)   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by the Chairman of the Board or the President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, exhibiting the number and class (and series, if any) of
shares owned by him. Such signatures may be facsimile. A certificate may be
manually signed by a transfer agent or registrar other than the Corporation or
its employee but may be a facsimile. In case any officer who has signed, or
whose facsimile signature was placed on, 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
its issue.

             (b)   All stock certificates representing shares of capital stock
which are subject to restrictions on transfer or to other restrictions may have
imprinted thereon such notation to such effect as may be determined by the Board
of Directors.

     Section 2.  REGISTRATION OF TRANSFER.  Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation or its transfer agent to issue
a new certificate to the person entitled thereto, to cancel the old certificate
and to record the transaction upon its books.

     Section 3.  REGISTERED STOCKHOLDERS.

             (a)   Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its capital stock to receive dividends or other
distributions, to vote as such owner, and to hold liable for calls and
assessments any person who is registered on its books as the owner of shares of
its capital stock.  The Corporation shall not be bound to recognize any
equitable or legal claim to or interest in such shares on the part of any other
person.

             (b)   If a stockholder desires that notices and/or dividends shall
be sent to a name or address other than the name or address appearing on the
stock ledger maintained by the Corporation (or by the transfer agent or
registrar, if any), such stockholder shall have the duty to notify the
Corporation (or the transfer agent or registrar, if any) in writing, of such
desire. Such written notice shall specify the alternate name or address to be
used.

     Section 4.  RECORD DATE.  In order that the Corporation may determine the
stockholders of record who are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution, or to make a


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<PAGE>

determination of the stockholders of record for any other proper purpose, the
Board of Directors may, in advance, fix a date as the record date for any such
determination. Such date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to the date of any other
action. 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
taken pursuant to Section 8 of Article II; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

     Section 5.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Board of Directors
may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum, or other security in such form, as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen or
destroyed.


                                   ARTICLE X

                              GENERAL PROVISIONS

     Section 1.  DIVIDENDS.  Subject to the provisions of the Certificate of
Incorporation, dividends upon the outstanding capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law, and may be paid in cash, in property or in shares of the
Corporation's capital stock.

     Section 2.  RESERVES.  The Board of Directors shall have full power,
subject to the provisions of law and the Certificate of Incorporation, to
determine whether any, and, if so, what part, of the funds legally available for
the payment of dividends shall be declared as dividends and paid to the
stockholders of the Corporation.  The Board of Directors, in its sole
discretion, may fix a sum which may be set aside or reserved over and above the
paid-in capital of the Corporation for working capital or as a reserve for any
proper purpose, and may, from time to time, increase, diminish or vary such fund
or funds.

     Section 3.  FISCAL YEAR.  The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.

     Section 4.  SEAL.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal"
and "Delaware"


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<PAGE>

                                  ARTICLE XI

                                  AMENDMENTS

     The Board of Directors shall have the power to make, alter and repeal these
Bylaws, and to adopt new bylaws, by an affirmative vote of a majority of the
whole Board, provided that notice of the proposal to make, alter or repeal these
Bylaws, or to adopt new bylaws, must be included in the notice of the meeting of
the Board of Directors at which such action takes place.



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